Usury Savings Clause. This Note and the other Loan Documents are subject to the express condition that at no time shall Borrower be obligated or required to pay interest on the Indebtedness at a rate which could subject Lender to either civil or criminal liability as a result of being in excess of the maximum rate of interest designated by applicable laws relating to payment of interest and usury (the “Maximum Amount”). If, by the terms of this Note or the other Loan Documents, Borrower is at any time required or obligated to pay interest on the Indebtedness at a rate in excess of the Maximum Amount, the Interest Rate shall be deemed to be immediately reduced to the Maximum Amount and all previous payments in excess of the Maximum Amount shall be deemed to have been payments in reduction of principal and not on account of the interest due hereunder. All sums paid or agreed to be paid to Lender for the use, forbearance, or detention of the sums due under the Loan, shall, to the extent permitted by applicable law, be amortized, prorated, allocated, and spread throughout the full stated term of the Loan until payment in full so that the rate or amount of interest on account of the Loan does not exceed the Maximum Amount from time to time in effect and applicable to the Loan for so long as the Loan is outstanding.

SAVINGS CLAUSE. Save and except as hereinabove expressly amended, the Plan Statement shall continue in full force and effect.

Savings Clause. If this [Article VI] or any portion hereof shall be invalidated or held to be unenforceable on any ground by any court of competent jurisdiction, the decision of which shall not have been reversed on appeal, the Company shall nevertheless # indemnify each Indemnified Person as to costs, charges and expenses (including attorneys' fees), judgments, fines and amounts paid in settlement and # advance expenses in accordance with [Section 2] of this [Article VI], in each case with respect to any Proceeding in connection with which he or she is an Indemnified Person, including an action by or in the right of the Company, to the fullest extent permitted by any applicable portion of this [Article VI] that shall not have been invalidated or held to be unenforceable and as permitted by applicable law.

Savings Clause. In the event that any provision or provisions of any of the covenants in [Section 6, 7, 8 and 9]9]9]9] would otherwise be determined by any court of competent jurisdiction to be unenforceable in whole or in part by reason of being for too great a period of time or covering too great a geographical area or too broad a product market, or for any other reason, each such covenant shall nevertheless remain in full force and effect and be construed so as to be enforceable as to that period of time and geographical area and product market, and on such other conditions, as may be determined to be reasonable by the court.

Subject to Clause 4.4 (Maximum Number) and Clause 5.2 (Completion of Requests) if the Borrower requests in a Request that a Loan be divided into two or more Loans, that Loan will, on the last day of its Term, be so divided into the amounts specified in that Request, having an aggregate amount equal to the amount of and in the same currency as the Loan immediately before its division.

If this Clause 11.3 applies, the rate of interest on each Lender's share of the relevant Loan for the relevant Term shall be the percentage rate per annum which is the sum of:

If this Clause 11.3 applies and the Facility Agent or the Borrower so requires, the Facility Agent and the Borrower shall enter into negotiations (for a period of not more than thirty days) with a view to agreeing a substitute basis for determining the rate of interest.

Subject to Clause 1615, the undisputed portion of the Cash Call shall be paid by the Non-Operators into the Joint Bank Account not later than the due date and the Parties shall use their best endeavours to resolve the matter on the disputed portion promptly Upon settlement, the disputed portion or amount agreed, as the case may be, shall be paid by the Non-Operators into the Joint Bank Account not later than 10 days from the date of resolution of the dispute

In this Clause 28.9 references to "Term" shall be construed to include a reference to any other period for accrual of fees.

Permitted Cost Savings; provided that the aggregate amount that may be added back pursuant to this [clause (b)] (together with any amounts added back pursuant to [clause (a)](v) above) shall not exceed 20% of Consolidated EBITDA of the Borrower and its Restricted Subsidiaries (as calculated after giving effect to such adjustments) for any four fiscal quarter period; minus

Incentive, Savings and Retirement Plans. During the Employment Period, the Executive shall be entitled to participate in all incentive, savings and retirement plans, practices, policies and programs applicable generally to other peer executives of the Company and its affiliated companies, but in no event shall such plans, practices, policies and programs provide the Executive with incentive opportunities (measured with respect to regular, annual incentive opportunities), savings opportunities and retirement benefit opportunities, in each case, less favorable, in the aggregate, than the most favorable of those provided by the Company and its affiliated companies for the Executive under such plans, practices, policies and programs as in effect at any time during the 120‑day period immediately preceding the Change of Control Date or if more favorable to the Executive, those provided generally at any time after the Change of Control Date to other peer executives of the Company and its affiliated companies.

to be realized (calculated on a Pro Forma Basis as though such items had been realized on the first day of such period) as a result of actions taken or to be taken by the Borrower or any Restricted Subsidiary, net of the amount of actual benefits realized during such period that are otherwise included in the calculation of Consolidated EBITDA from such actions; provided that # in the case of any net cost savings, operating expense reductions, other operating improvements and acquisition synergies, a duly completed certificate signed by a Responsible Officer of the Borrower shall be delivered to the Administrative Agent together with the Compliance Certificate required to be delivered pursuant to [Section 6.02(b)], certifying that # such cost savings, operating expense reductions, other operating improvements and synergies are reasonably anticipated to be realized within the timeframe set forth in [clause (y)] below and factually supportable and as determined in good faith by the Borrower and # such actions have been taken or are to be taken within 12 months after the consummation of any such action which is expected to result in such cost savings, operating expense reductions, other operating improvements or synergies, # no cost savings, operating expense reductions, operating improvements and synergies shall be added pursuant to this [clause (vii)] to the extent duplicative of any expenses or charges otherwise added to Consolidated Net Income, whether through a pro forma adjustment or otherwise, for such period, # projected amounts (that are not yet realized) may no longer be added in calculating Consolidated EBITDA pursuant to this [clause (vii)] to the extent occurring more than six full fiscal quarters after the specified action taken in order to realize such projected cost savings, operating expense reductions, operating improvements and synergies, and # such cost savings, operating expense reductions, other operating improvements and synergies shall not exceed 15% of Consolidated EBITDA (calculated without giving effect to this [clause (vii)]),

the amount of net cost savings and synergies projected by Holdings in good faith to be realized as a result of specified actions taken or with respect to which substantial steps have been taken (in the good faith determination of Holdings) and which are expected to be realized within 12 months of the date thereof in connection with the Transactions, future acquisitions and cost saving, restructuring and other similar initiatives (which cost savings shall be added to EBITDA until fully realized and calculated on a pro forma basis as though such cost savings had been realized during such period from such actions; provided that such cost savings are reasonably identifiable and factually supportable (which adjustments may be incremental to (but not duplicative of) pro forma adjustments made pursuant to the second paragraph of the definition of “Fixed Charge Coverage Ratio”); provided that the aggregate amount added back pursuant to this [clause (n)] for any period of four consecutive fiscal quarters shall not exceed an amount equal to 20% of EBITDA for such period of four consecutive fiscal quarters prior to giving effect to any adjustments pursuant to this [clause (n)];

Clause (a) of [Section 2.1] of the Collateral Agreement is amended to # delete the word “Borrower” appearing immediately after the phrase “each Subsidiary” appearing therein and # replace the reference to “its Subsidiary Borrower” appearing therein with “the”.