All payments received by Lender under this Note shall be applied, first, to pay any fees, indemnities, or expense reimbursements including amounts then due to the Lender from the Borrower in accordance with the Credit Agreement, second, to pay interest then due and payable under this Note, and, then, to pay principal under this Note.
Upon the occurrence and during the continuance of any Event of Default, the entire unpaid principal balance of this Note, together with all accrued but unpaid interest thereon, and all other Obligations, shall, at Lenders option, become immediately due and payable, except that if there occurs an Event of Default of the type described in Section 5.1(d), (e) and (h) of the Credit Agreement, the entire unpaid principal balance of this Note, together with all accrued but unpaid interest thereon, and all other Obligations shall become automatically and immediately due and payable without notice or demand, which Borrower hereby expressly waives.
Maximum Rate. Without limiting any of the other terms of this Note or any other Loan Document, Borrower hereby agrees to pay an effective rate of interest that is the sum of (a) the interest rate set forth in Section 2.3 of the Credit Agreement and (b) any additional rate of interest resulting from any other charges of interest or in the nature of interest required to be paid in connection with this Note or the Credit Agreement, or any of the other Loan Documents. In no event shall the interest rate provided for hereunder, together with all fees and charges as provided for herein or in any other Loan Document which are treated as interest under applicable law (collectively with interest, the Charges), exceed the maximum rate legally chargeable by Lender under applicable law for loans of the type provided for hereunder (the Maximum Rate). If, in any month, the Charges, absent such limitation, would have exceeded the Maximum Rate, then the Charges for that month shall be at the Maximum Rate, and, if in future months, such Charges would otherwise be less than the Maximum Rate, then, to the extent permitted by applicable law, such Charges shall remain at the Maximum Rate until such time as the amount of Charges paid hereunder and under the other Loan Documents equals the amount of Charges which would have been paid if the same had not been limited by the Maximum Rate. In the event that, upon payment in full of the Obligations (other than contingent indemnification obligations to the extent no claim giving rise thereto has been asserted), the total amount of Charges paid or accrued in respect of the Indebtedness evidenced by this Note and the other Obligations is less than the total amount of Charges which would, but for this paragraph, have been paid or accrued if the Charges otherwise set forth in this Note and in the other Loan Documents had at all times been in effect, then Borrower shall, to the extent permitted by applicable law, pay to Lender an amount equal to the difference between: (a) the lesser of: (i) the amount of Charges which would have been charged if the Maximum Rate had, at all times, been in effect or (ii) the amount of Charges which would have accrued had such Charges otherwise provided for in this Note and in the other Loan Documents at all times been in effect and (b) the amount of Charges actually paid or accrued in respect of the Indebtedness evidenced by this Note or any of the other Loan Documents. In the event that a court of competent jurisdiction determines that Lender has received any Charges in respect of the Indebtedness evidenced by this Note and the other Loan Documents in excess of the Maximum Rate, such excess shall be deemed received on account of, and shall automatically be applied to reduce, the Obligations owed to Lender other than any Charges, in the inverse order of maturity, and, except as otherwise required by applicable law, if there are no Obligations to Lender outstanding, Lender shall refund to Borrower (or to such Person to which Lender is directed by a court of competent jurisdiction) such excess.