Common use of Maximum Rate of Return Clause in Contracts

Maximum Rate of Return. Notwithstanding any provision to the contrary contained in this Agreement, in no event shall the aggregate "interest" (as defined in section 347 of the Criminal Code, Revised Statutes of Canada, 1985, c. 46 as the same may be amended, replaced or re-enacted from time to time) payable under this Agreement by either Canadian Borrower or the Credit Documents to which such Canadian Borrower is a party exceed the effective annual rate of interest on the "credit advanced" (as defined in that section) to such Canadian Borrower under this Agreement lawfully permitted under that section and, if any payment, collection or demand pursuant to this Agreement or any other Credit Document relating to such Canadian Borrower in respect of "interest" (as defined in that section) is determined to be contrary to the provisions of that section, such payment, collection or demand shall be deemed to have been made by mutual mistake of such Canadian Borrower and the Banks and the amount of such payment or collection shall be refunded to such Canadian Borrower. For purposes of this Agreement the effective annual rate of interest shall be determined in accordance with generally accepted actuarial practices and principles over the term of the Canadian Swingline Loan facility on the basis of annual compounding of the lawfully permitted rate of interest and, in the event of dispute, a certificate of a Fellow of the Canadian Institute of Actuaries appointed by the Administrative Agent will be conclusive for the purposes of such determination. If it is not determinable which particular payment or collection is contrary to the provisions of the section of the Criminal Code referred to hereinabove, the Canadian Swingline Banks will, in consultation with the applicable Canadian Borrower, determine the payments or collections to be refunded.

Maximum Rate of Return. Notwithstanding any provision to the contrary contained in this AgreementPromissory Note, in no event shall the aggregate "interest" (as defined in section 347 of the Criminal CodeXxxx, Revised Statutes of CanadaXXX, 19850000, c. 46 as the same may be amended, replaced or re-enacted from time to timeC-46) payable under this Agreement by either Canadian Borrower or the Credit Documents to which such Canadian Borrower is a party Promissory Note exceed the effective annual rate of interest on the "credit advanced" (as defined in that section) to such Canadian Borrower under this Agreement Promissory Note lawfully permitted under that section and, if any payment, collection or demand pursuant to this Agreement or any other Credit Document relating to such Canadian Borrower Promissory Note in respect of "interest" (as defined in that section) is determined to be contrary to the provisions of that section, such payment, collection or demand shall be deemed to have been made by mutual mistake of such Canadian the Borrower and the Banks Lender and the amount of such payment or collection shall be refunded to such Canadian the Borrower. For purposes of this Agreement the effective annual rate of interest shall be determined in accordance with generally accepted actuarial practices and principles over the term of the Canadian Swingline Loan facility loan on the basis of annual compounding of the lawfully permitted rate of interest and, in the event of dispute, a certificate of a Fellow of the Canadian Institute of Actuaries appointed by the Administrative Agent Lender will be conclusive for the purposes of such determination. If it This Promissory Note is not determinable which particular payment secured by the liens and security interests created in favour of the Lender under the general security agreement executed contemporaneously herewith (the "Lender's Security"). The Lender's Security is incorporated herein by this reference. In the event of any conflict or collection is contrary inconsistency between the terms hereof and the Lender's Security, the terms hereof shall govern. This Promissory Note has been executed, delivered and accepted in the Province of Alberta and shall be construed in accordance with and governed by the laws of the Province of Alberta (without giving effect to the provisions conflicts of law rules and principles of such province) and of Canada. Whenever any interest or fee under this Promissory Note is calculated using a rate based on a year of 360 or 365 days, such rate determined pursuant to such calculation, when expressed as an annual rate, is equivalent to (x) the applicable rate based on a year of 360 days or 365 days, as the case may be, (y) multiplied by the actual number of days in the calendar year in which the period for which such interest or fee is payable (or compounded) ends, and (z) divided by 360 or 365 as the case may be. The principle of deemed reinvestment of interest shall not apply to any interest calculation under this Promissory Note, and the rates of interest stipulated in this Promissory Note are intended to be nominal rates and not effective rates or yields. The Borrower expressly waives demand and presentment for payment, notice of nonpayment, protest, notice of protest, notice of dishonour, notice of intent to accelerate the maturity hereof and notice of the section acceleration of the Criminal Code referred maturity hereof. This Promissory Note replaces and supersedes the promissory note dated September 24, 2010 in the amount of $1,000,000 granted by the Borrower in favour of the Lender and which has been returned to hereinabove, the Canadian Swingline Banks will, in consultation with the applicable Canadian Borrower, determine the payments or collections to be refunded.Borrower for cancellation. EDGE RESOURCES INC. By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx

Maximum Rate of Return. Notwithstanding any provision to the contrary contained in this Agreementherein, in no event shall the aggregate "“interest" ” (as defined in section 347 of the Criminal Code, Revised Statutes of Canada, 1985, c. 46 c.46 as the same may be amended, replaced or re-re- enacted from time to time) payable under this Agreement by either Canadian Borrower or the Credit Documents to which such Canadian Borrower is a party hereunder exceed the effective annual rate of interest on the "“credit advanced" ” (as defined in that section) to such Canadian Borrower under this Agreement hereunder lawfully permitted under that section and, if any payment, collection or demand pursuant to this Agreement or any other Credit Document relating to such Canadian Borrower in respect of "“interest" ” (as defined in that section) is determined to be contrary to the provisions of that section, such payment, collection or demand shall be deemed to have been made by mutual mistake of such Canadian the Borrower and the Banks Lender and the such amount or rate of such payment or collection interest shall be refunded deemed to such Canadian Borrowerhave been adjusted with retroactive effect to the maximum amount or rate of interest, as the case may be, as would not be so prohibited by law or so result in a receipt of the Lender of “interest” at a “criminal rate”. For purposes of this Agreement hereof, the effective annual rate of interest shall be determined in accordance with generally accepted actuarial practices and principles over the term of the Canadian Swingline Loan facility loan on the basis of annual compounding of the lawfully permitted rate of interest and, in the event of dispute, a certificate of a Fellow of the Canadian Institute of Actuaries appointed by the Administrative Agent Lender will be conclusive for the purposes of such determination. If it is not determinable which particular payment or collection is contrary to the provisions of the section of the Criminal Code referred to hereinaboveabove, the Canadian Swingline Banks Lender will, in consultation with the applicable Canadian Borrower, determine the payments or collections to be refunded.

Maximum Rate of Return. Notwithstanding any provision to the contrary contained in this AgreementPromissory Note, in no event shall the aggregate "interest" (as defined in section 347 of the Criminal Code, Revised Statutes of CanadaRSC, 1985, c. 46 as the same may be amended, replaced or re-enacted from time to timeC-46) payable under this Agreement by either Canadian Borrower or the Credit Documents to which such Canadian Borrower is a party Promissory Note exceed the effective annual rate of interest on the "credit advanced" (as defined in that section) to such Canadian Borrower under this Agreement Promissory Note lawfully permitted under that section and, if any payment, collection or demand pursuant to this Agreement or any other Credit Document relating to such Canadian Borrower Promissory Note in respect of "interest" (as defined in that section) is determined to be contrary to the provisions of that section, such payment, collection or demand shall be deemed to have been made by mutual mistake of such Canadian the Borrower and the Banks Lender and the amount of such payment or collection shall be refunded to such Canadian the Borrower. For purposes of this Agreement the effective annual rate of interest shall be determined in accordance with generally accepted actuarial practices and principles over the term of the Canadian Swingline Loan facility loan on the basis of annual compounding of the lawfully permitted rate of interest and, in the event of dispute, a certificate of a Fellow of the Canadian Institute of Actuaries appointed by the Administrative Agent Lender will be conclusive for the purposes of such determination. If it This Promissory Note is not determinable which particular payment secured by the liens and security interests created in favour of the Lender under the general security agreement executed contemporaneously herewith (the "Lender's Security"). The Lender's Security is incorporated herein by this reference. In the event of any conflict or collection is contrary inconsistency between the terms hereof and the Lender's Security, the terms hereof shall govern. This Promissory Note has been executed, delivered and accepted in the Province of Alberta and shall be construed in accordance with and governed by the laws of the Province of Alberta (without giving effect to the provisions conflicts of law rules and principles of such province) and of Canada. Whenever any interest or fee under this Promissory Note is calculated using a rate based on a year of 360 or 365 days, such rate determined pursuant to such calculation, when expressed as an annual rate, is equivalent to (x) the applicable rate based on a year of 360 days or 365 days, as the case may be, (y) multiplied by the actual number of days in the calendar year in which the period for which such interest or fee is payable (or compounded) ends, and (z) divided by 360 or 365 as the case may be. The principle of deemed reinvestment of interest shall not apply to any interest calculation under this Promissory Note, and the rates of interest stipulated in this Promissory Note are intended to be nominal rates and not effective rates or yields. The Borrower expressly waives demand and presentment for payment, notice of nonpayment, protest, notice of protest, notice of dishonour, notice of intent to accelerate the maturity hereof a notice of the section acceleration of the Criminal Code referred to hereinabove, the Canadian Swingline Banks will, in consultation with the applicable Canadian Borrower, determine the payments or collections to be refunded.maturity hereof. EDGE RESOURCES INC. By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: President and Chief Executive Officer