Maximum Rate. In no contingency or event whatsoever shall the aggregate of all amounts deemed interest under this Agreement charged or collected pursuant to the terms of this Agreement exceed the highest rate permissible under any Applicable Law which a court of competent jurisdiction shall, in a final determination, deem applicable hereto. In the event that such a court determines that ​ have charged or received interest hereunder in excess of the highest applicable rate, the rate in effect hereunder shall automatically be reduced to the maximum rate permitted by Applicable Law and ​ shall at the Administrative Agent’s option # promptly refund to the Borrower any interest received by ​ in excess of the maximum lawful rate or # apply such excess to the principal balance of the Obligations. It is the intent hereof that the Borrower not pay or contract to pay, and that neither the Administrative Agent nor any Lender receive or contract to receive, directly or indirectly in any manner whatsoever, interest in excess of that which may be paid by the Borrower under Applicable Law.

Maximum Rate. In no contingency or event whatsoever shall the aggregate of all amounts deemed interest under this Agreement charged or collected pursuant to the terms of this Agreement exceed the highest rate permissible under any Applicable Law which a court of competent jurisdiction shall, in a final determination, deem applicable hereto. In the event that such a court determines that ​the Lenders have charged or received interest hereunder in excess of the highest applicable rate, the rate in effect hereunder shall automatically be reduced to the maximum rate permitted by Applicable Law and ​the Lenders shall at the Administrative Agent’Agent's option # promptly refund to the Borrower any interest received by ​the Lenders in excess of the maximum lawful rate or # apply such excess to the principal balance of the Obligations. It is the intent hereof that the Borrower not pay or contract to pay, and that neither the Administrative Agent nor any Lender receive or contract to receive, directly or indirectly in any manner whatsoever, interest in excess of that which may be paid by the Borrower under Applicable Law.

Maximum Rate. In no contingency or event whatsoever shall the aggregate of all amounts deemed interest under this Agreement charged or collected pursuant to the terms of this Agreement exceed the highest rate permissible under any Applicable Law which a court of competent jurisdiction shall, in a final determination, deem applicable hereto. In the event that such a court determines that ​the Lenders have charged or received interest hereunder in excess of the highest applicable rate, the rate in effect hereunder shall automatically be reduced to the maximum rate permitted by Applicable Law and ​the Lenders shall at the Administrative Agent’Agent’s option # promptly refund to the Borrower any interest received by ​the Lenders in excess of the maximum lawful rate or # apply such excess to the principal balance of the Obligations. It is the intent hereof that the Borrower not pay or contract to pay, and that neither the Administrative Agent nor any Lender receive or contract to receive, directly or indirectly in any manner whatsoever, interest in excess of that which may be paid by the Borrower under Applicable Law.

In no contingency or event whatsoever shall the aggregate of all amounts deemed interest under this Agreement charged or collected pursuant to the terms of this Agreement exceed the highest rate permissible under any Applicable Lawapplicable law which a court of competent jurisdiction shall, in a final determination, deem applicable hereto. In the event that such a court determines that _Lenders:​ have charged or received interest hereunder in excess of the highest applicable rate, the rate in effect hereunder shall automatically be reduced to the maximum rate permitted by Applicable Lawapplicable law and _Lenders:​ shall at the Administrative Agent’s option # promptly refund to the Borrower any interest received by _Lenders:​ in excess of the maximum lawful rate or # apply such excess to the principal balance of the Obligations.Obligations on a pro rata basis. It is the intent hereof that the Borrower not pay or contract to pay, and that neither the Administrative Agent nor any Lender receive or contract to receive, directly or indirectly in any manner whatsoever, interest in excess of that which may be paid by the Borrower under Applicable Law.applicable law.

Maximum Interest Rate. In no event shall any interest rate provided for hereunder exceed the maximum rate permissible for corporate borrowers under applicable law for loans of the type provided for hereunder (the “Maximum Rate”). If, in any month, any interest rate, absent such limitation, would have exceeded the Maximum Rate, then the interest rate for that month shall be the Maximum Rate, and, if in future months, that interest rate would otherwise be less than the Maximum Rate, then that interest rate shall remain at the Maximum Rate until such time as the amount of interest paid hereunder equals the amount of interest which would have been paid if the same had not been limited in prior months by the Maximum Rate. In no contingency orthe event whatsoever shallthat, upon Payment in Full of the aggregate of all amounts deemed interestObligations under this Agreement chargedAgreement, the total amount of interest paid or collected pursuant toaccrued under the terms of this Agreement exceedis less than the highest rate permissibletotal amount of interest which would, but for this [Section 2.7], have been paid or accrued if the interest rates otherwise set forth in this Agreement had at all times been in effect, then Borrowers shall, to the extent permitted by applicable law, pay Agent, for the account of Lenders, an amount equal to the difference between # the lesser of # the amount of interest which would have been charged if the Maximum Rate had, at all times, been in effect or # the amount of interest which would have accrued had the interest rates otherwise set forth in this Agreement, at all times, been in effect and # the amount of interest actually paid or accrued under any Applicable Law which a court of competent jurisdiction shall, in a final determination, deem applicable hereto.this Agreement. In the event that such a court determines that ​ have charged Agent and/or any Lender has received interest and other charges hereunder in excess of the highest applicable rate, the rate in effect hereunderMaximum Rate, such excess shall be deemed received on account of, and shall automatically be reducedapplied to reduce, the maximum rate permitted by Applicable LawObligations other than interest, in the inverse order of maturity, and ​if there are no Obligations outstanding, the Agent and/or such Lender shall at the Administrative Agent’s option # promptly refund to the Borrower any interest received by ​ in excess of the maximum lawful rate or # applyBorrowers such excess to the principal balance of the Obligations. It is the intent hereof that the Borrower not pay or contract to pay, and that neither the Administrative Agent nor any Lender receive or contract to receive, directly or indirectly in any manner whatsoever, interest in excess of that which may be paid by the Borrower under Applicable Law.excess.

Notwithstanding anything to the terms of this Agreementcontrary contained in any Loan Document, the interest paid or agreed to be paid under the Loan Documents shall not exceed the highestmaximum rate permissible under any Applicable Law which a court of competent jurisdiction shall, in a final determination, deem applicable hereto. In the event that such a court determines that ​ have charged or receivednon-usurious interest hereunder in excess of the highest applicable rate, the rate in effect hereunder shall automatically be reduced to the maximum rate permitted by Applicable Law and ​ shall at(the “Maximum Rate”). If the Administrative Agent’s option # promptly refund toAgent or any Lender shall receive interest in an amount that exceeds the Borrower anyMaximum Rate, the excess interest received by ​ in excess of the maximum lawful rate or # apply such excessshall be applied to the principal balance of the Obligations. It isLoans or, if it exceeds such unpaid principal, refunded to the intent hereof thatBorrower. In determining whether the Borrower not payinterest contracted for, charged, or contract to pay, and that neitherreceived by the Administrative Agent noror a Lender exceeds the Maximum Rate, such Person may, to the extent permitted by Applicable Law, # characterize any Lender receivepayment that is not principal as an expense, fee, or contract to receive, directlypremium rather than interest, # exclude voluntary prepayments and the effects thereof, and # amortize, prorate, allocate, and spread in equal or indirectly in any manner whatsoever,unequal parts the total amount of interest in excessthroughout the contemplated term of that which may be paid by the Borrower under Applicable Law.Obligations hereunder.

1.09Interest Rate Limitation. Notwithstanding anything to the terms of this Agreementcontrary contained in any Loan Document, the interest paid or agreed to be paid under the Loan Documents shall not exceed the highestmaximum rate permissible under any Applicable Law which a court of competent jurisdiction shall, in a final determination, deem applicable hereto. In the event that such a court determines that ​ have charged or receivednon-usurious interest hereunder in excess of the highest applicable rate, the rate in effect hereunder shall automatically be reduced to the maximum rate permitted by Applicable Law and ​ shall at(the “Maximum Rate”). If the Administrative Agent’s option # promptly refund toAgent or any Lender shall receive interest in an amount that exceeds the Borrower anyMaximum Rate, the excess interest received by ​ in excess of the maximum lawful rate or # apply such excessshall be applied to the principal balance of the Obligations. It isLoans or, if it exceeds such unpaid principal, refunded to the intent hereof that​ Parties. In determining whether the Borrower not payinterest contracted for, charged, or contract to pay, and that neitherreceived by the Administrative Agent noror a Lender exceeds the Maximum Rate, such Person may, to the extent permitted by Applicable Law, # characterize any Lender receivepayment that is not principal as an expense, fee, or contract to receive, directlypremium rather than interest, # exclude voluntary prepayments and the effects thereof, and # amortize, prorate, allocate, and spread in equal or indirectly in any manner whatsoever,unequal parts the total amount of interest in excessthroughout the contemplated term of that which may be paid by the Borrower under Applicable Law.Obligations hereunder.

Section # Excess Interest. Notwithstanding any provision to the termscontrary contained herein or in any other Loan Document, no such provision shall require the payment or permit the collection of this Agreement exceed the highest rate permissible under any Applicable Law which a courtamount of competent jurisdiction shall, in a final determination, deem applicable hereto. In the event that such a court determines that ​ have charged or received interest hereunder in excess of the highest applicable rate, the rate in effect hereunder shall automatically be reduced to the maximum rate permitted by Applicable Law and ​ shall at the Administrative Agent’s option # promptly refund to the Borrower any interest received by ​ in excess of the maximum lawful rateamount of interest permitted by applicable law to be charged for the use or # apply such excess todetention, or the principal balanceforbearance in the collection, of all or any portion of the Obligations. ItLoans or other obligations outstanding under this Agreement or any other Loan Document (“Excess Interest”). If any Excess Interest is provided for, or is adjudicated to be provided for, herein or in any other Loan Document, then in such event # the intent hereof thatprovisions of this Section shall govern and control, # neither the Borrower notnor any guarantor or endorser shall be obligated to pay or contract to pay, andany Excess Interest, # any Excess Interest that neither the Administrative Agent or any Lender may have received hereunder shall, at the option of the Administrative Agent, be # applied as a credit against the then outstanding principal amount of Obligations hereunder and accrued and unpaid interest thereon (not to exceed the maximum amount permitted by applicable law), # refunded to the Borrower, or # any combination of the foregoing, # the interest rate payable hereunder or under any other Loan Document shall be automatically subject to reduction to the maximum lawful contract rate allowed under applicable usury laws (the “Maximum Rate”), and this Agreement and the other Loan Documents shall be deemed to have been, and shall be, reformed and modified to reflect such reduction in the relevant interest rate, and # neither the Borrower nor any guarantor or endorser shall have any action against the Administrative Agent or any Lender receivefor any damages whatsoever arising out of the payment or contractcollection of any Excess Interest. Notwithstanding the foregoing, if for any period of time interest on any of Borrower’s Obligations is calculated at the Maximum Rate rather than the applicable rate under this Agreement, and thereafter such applicable rate becomes less than the Maximum Rate, the rate of interest payable on the Borrower’s Obligations shall remain at the Maximum Rate until the Lenders have received the amount of interest which such Lenders would have received during such period on the Borrower’s Obligations had the rate of interest not been limited to receive, directly or indirectly in any manner whatsoever, interest in excess of that which may be paid by the Borrower under Applicable Law.Maximum Rate during such period.

. Notwithstanding anything to the terms of this Agreementcontrary contained in any Loan Document, the interest paid or agreed to be paid under the Loan Documents shall not exceed the highestmaximum rate permissible under any Applicable Law which a court of competent jurisdiction shall, in a final determination, deem applicable hereto. In the event that such a court determines that ​ have charged or receivednon-usurious interest hereunder in excess of the highest applicable rate, the rate in effect hereunder shall automatically be reduced to the maximum rate permitted by Applicable Law and _Lenders:(the “Maximum Rate”). If the ​ or any ​ shall atreceive interest in an amount that exceeds the Administrative Agent’s option # promptly refund toMaximum Rate, the Borrower anyexcess interest received by ​ in excess of the maximum lawful rate or # apply such excessshall be applied to the principal balance of the Obligations. It isLoans or, if it exceeds such unpaid principal, refunded to the intent hereof that​ Parties. In determining whether the Borrower not payinterest contracted for, charged, or contract to pay, and that neither the Administrative Agent nor any Lender receive or contract to receive, directly or indirectly in any manner whatsoever, interest in excess of that which may be paidreceived by the Borrower under​ or a ​ exceeds the Maximum Rate, such Person may, to the extent permitted by Applicable Law.Law, # characterize any payment that is not principal as an expense, fee, or premium rather than interest, # exclude voluntary prepayments and the effects thereof, and # amortize, prorate, allocate, and spread in equal or unequal parts the total amount of interest throughout the contemplated term of the Obligations hereunder.

. Notwithstanding anything to the terms of this Agreementcontrary contained in any Loan Document, the interest paid or agreed to be paid under the Loan Documents shall not exceed the highestmaximum rate permissible under any Applicable Law which a court of competent jurisdiction shall, in a final determination, deem applicable hereto. In the event that such a court determines that ​ have charged or receivednon-usurious interest hereunder in excess of the highest applicable rate, the rate in effect hereunder shall automatically be reduced to the maximum rate permitted by Applicable Law and ​ shall at(the “Maximum Rate”). If the Administrative Agent’s option # promptly refund toAgent or any Lender shall receive interest in an amount that exceeds the Borrower anyMaximum Rate, the excess interest received by ​ in excess of the maximum lawful rate or # apply such excessshall be applied to the principal balance of the Obligations. It isLoans or, if it exceeds such unpaid principal, refunded to the intent hereof thatBorrower. In determining whether the Borrower not payinterest contracted for, charged, or contract to pay, and that neitherreceived by the Administrative Agent noror a Lender exceeds the Maximum Rate, such Person may, to the extent permitted by Applicable Law, # characterize any Lender receivepayment that is not principal as an expense, fee, or contract to receive, directlypremium rather than interest, # exclude voluntary prepayments and the effects thereof, and # amortize, prorate, allocate, and spread in equal or indirectly in any manner whatsoever,unequal parts the total amount of interest in excessthroughout the contemplated term of that which may be paid by the Borrower under Applicable Law.Obligations hereunder.