Section # Interest Rate Limitation. Notwithstanding anything herein to the contrary, if at any time a court of competent jurisdiction determines, in a final determination, that the interest rate applicable to the Loan, together with all fees, charges and other amounts which are treated as interest on the Loan under applicable law (collectively the “Charges”), shall exceed the maximum lawful rate (the “Maximum Rate”) which may be contracted for, charged, taken, received or reserved by a Lender in accordance with applicable law, the rate of interest payable in respect of the Loan hereunder, together with all Charges payable in respect thereof, shall be limited to the Maximum Rate and, to the extent lawful, the interest and Charges that would have been payable in respect of such Loan but were not payable as a result of the operation of this Section shall be cumulated and the interest and Charges payable to such Lender in respect of other Loans or periods shall be increased (but not above the Maximum Rate therefor) until such cumulated amount, together with interest thereon at the Adjusted EURIBOR Rate for a maturity of one month to the date of repayment, shall have been received by such Lender.

Maximum Limit. In the event that any payment or benefit that Executive is eligible to receive from the [[Organization A:Organization]], including but not limited to payments and benefits stated herein in this Agreement, is included in the calculation of “parachute payments” and may be subjected to the excise tax under the Golden Parachute Laws (“Payment”), the total of such Payments that the Executive is entitled to receive shall be subjected to a Maximum Limit. The term “Maximum Limit” is defined as the largest amount which would result in no Payment being subject to any excise tax under the Golden Parachute Laws. The Executive and the [[Organization A:Organization]] agree that, if the aggregate of all the Payments exceeds the Maximum Limit, the Executive would only be entitled to a portion of the Payments that he/she is eligible such that the total of the Payments that he/she receives would not exceed the Maximum Limit. The Executive has the discretion to determine which specific Payment or portion thereof he/she chooses to receive such that the aggregate of all Payments that he/she receives does not exceed the Maximum Limit.

Maximum Deferrals. A Monthly Deferral Participant may elect a Deferral Amount of up to 100% of the Participant’s Monthly Compensation for a Plan Year. One hundred percent (100%) of any annual allocation of Shares earned pursuant to [Section 5(c)] will be automatically credited to a Deferred Stock Participant’s Deferred Stock Account.

Maximum Borrowings. More than one Borrowing may be incurred by the Borrower on any day; provided, however, that # if there are two or more Borrowings on a single day by the Borrower that consist of Fixed Rate Loans, each such Borrowing shall have a different initial Interest Period, # at no time shall there be more than seven Borrowings of Fixed Rate Loans outstanding hereunder, # at no time shall there be more than two Borrowings of Swing Loans outstanding hereunder, and # at no time shall there be more than 10 Borrowings outstanding hereunder.

Maximum Interest. The parties hereto agree that the sum of # interest payable in accordance with this Section 2.07, plus # the fees payable as provided in Section 2.09 to the extent they would constitute interest under Applicable Usury Law, plus # other consideration payable hereunder or under the Notes which constitutes interest under Applicable Usury Law (whether or not denoted as interest), shall, as more fully provided in Section 10.08, not exceed the maximum amount allowed under Applicable Usury Law.

In no event shall the interest charged under this Note be in excess of the legal maximum rate of interest (if any) allowed by applicable law, as such applicable law now exists or as such applicable law may be changed in the future, and, in the event that interest is charged at a rate in excess of the maximum rate allowed, any excess sums collected hereunder shall be applied as a reduction of principal, it being the intent of the Maker and the Payee that the Maker shall pay no more and the Payee shall collect no more than the sums allowed using a lawful rate of interest.

If Tenant is late in making any payment due to Landlord under this lease for ten (10) or more days, then interest shall become due and owing to Landlord on such payment from the date when it was due computed at the rate of two (2%) percent per annum over the then prime rate of Citibank, N.A. but in no event in excess of the maximum lawful rate of interest chargeable to corporations in the State of New York.

Notwithstanding any contrary provision contained in this Note, the amount of any installment of principal or of any installment of interest or of any installment of both principal and interest, whichever is applicable, which is not paid when due, or within the grace period specified herein, shall bear interest from the last day of such grace period until paid in full at the then maximum lawful rate.

SECTION # Usury Laws. Any provision of this Agreement or any of the other Credit Documents to the contrary notwithstanding, the Borrower and the Lender agree that they do not intend for the interest or other consideration provided for in this Agreement and the other Credit Documents to be greater than the maximum amount permitted by applicable law. Regardless of any provision in this Agreement or any of the other Credit Documents, the Lender shall not be entitled to receive, collect or apply, as interest on the Obligations, any amount in excess of the maximum rate of interest permitted to be charged under applicable law until such time, if any, as that interest, together with all other interest then payable, falls within the then applicable maximum lawful rate of interest. If the Lender shall receive, collect or apply any amount in excess of the then maximum rate of interest, the amount that would be excessive interest shall be applied first to the reduction of the principal amount of the Obligations then outstanding in the inverse order of maturity, and second, if such principal amount is paid in full, any excess shall forthwith be returned to the Borrower. In determining whether the interest paid or payable under any specific contingency exceeds the highest lawful rate, the Borrower and the Lender shall, to the maximum extent permitted under applicable law, # characterize any nonprincipal payment as an expense, fee or premium rather than as interest, # exclude voluntary prepayments and the effects thereof, # consider all the Obligations as one general obligation of the Borrower, and # "spread" the total amount of the

Usury. To the extent it may lawfully do so, the Company hereby agrees not to insist upon or plead or in any manner whatsoever claim, and will resist any and all efforts to be compelled to take the benefit or advantage of, usury laws wherever enacted, now or at any time hereafter in force, in connection with any claim, action or proceeding that may be brought by the Purchaser in order to enforce any right or remedy under the Note. Notwithstanding any provision to the contrary contained in herein or under the Note, it is expressly agreed and provided that the total liability of the Company under the Note for payments in the nature of interest shall not exceed the maximum lawful rate authorized under applicable law (the “Maximum Rate”), and, without limiting the foregoing, in no event shall any rate of interest or default interest, or both of them, when aggregated with any other sums in the nature of interest that the Company may be obligated to pay under the Note or herein exceed such Maximum Rate. It is agreed that if the maximum contract rate of interest allowed by law and applicable to the Note is increased or decreased by statute or any official governmental action subsequent to the date hereof, the new maximum contract rate of interest allowed by law will be the Maximum Rate applicable to the Note from the effective date forward, unless such application is precluded by applicable law. If under any circumstances whatsoever, interest in excess of the Maximum Rate is paid by the Company to the Purchaser with respect to indebtedness evidenced by the Note, such excess shall be applied by the Purchaser to the unpaid principal balance of any such indebtedness or be refunded to the Company, the manner of handling such excess to be at the Purchaser’s election.