Common use of Maximum Interest Rate Clause in Contracts

Maximum Interest Rate. (a) Regardless of any provision contained in any of the Loan Documents, Lender shall never be entitled to receive, collect or apply as interest on the Debentures any amount in excess of interest calculated at the Maximum Rate, and, in the event that Lender ever receives, collects or applies as interest any such excess, the amount which would be excessive interest shall be deemed to be a partial prepayment of principal and treated hereunder as such; and, if the principal amount of the Obligation is paid in full, any remaining excess shall forthwith be paid to Borrower. In determining whether or not the interest paid or payable under any specific contingency exceeds interest calculated at the Maximum Rate, Borrower and Lender shall, to the maximum extent permitted under applicable law, (i) characterize any nonprincipal payment as an expense, fee or premium rather than as interest, (ii) exclude voluntary prepayments and the effects thereof, and (iii) amortize, pro rate, allocate and spread, in equal parts, the total amount of interest throughout the entire contemplated term of the Debentures; provided that, if the Debentures is paid and performed in full prior to the end of the full contemplated term thereof, and if the interest received for the actual period of existence thereof exceeds interest calculated at the Maximum Rate, Lender shall refund to Borrower the amount of such excess or credit the amount of such excess against the principal amount of the Debentures and, in such event, Lender shall not be subject to any penalties provided by any laws for contracting for, charging, taking, reserving or receiving interest in excess of interest calculated at the Maximum Rate.

Maximum Interest Rate. (a) Regardless of any provision contained herein, or in any of other document executed in connection herewith, the Loan Documents, Lender holder hereof shall never be entitled to receive, collect or apply apply, as interest on the Debentures hereon, any amount in excess of the maximum rate of interest calculated at the Maximum Ratepermitted to be charged from time to time by applicable law, and, and in the event that Lender the holder hereof ever receives, collects or applies applies, as interest interest, any such excess, the such amount which would be excessive interest shall be deemed to be a partial prepayment of the principal hereof and treated hereunder as such; and, if the principal amount of the Obligation hereof is paid in full, any remaining excess shall forthwith be paid to Borrower. In determining whether or not the interest paid or payable payable, under any specific contingency specified contingency, exceeds interest calculated at the Maximum Ratehighest lawful rate, Borrower and Lender the holder hereof shall, to the maximum extent permitted under applicable law, (ia) characterize any nonprincipal payment as an expense, fee fee, or premium rather than as interest, (iib) exclude voluntary prepayments and the effects thereof, and (iiic) amortize, pro rate, allocate and spread, in equal parts, spread the total amount of interest throughout the entire contemplated term of the Debentureshereof; provided thatprovided, that if the Debentures indebtedness evidenced hereby is paid and performed in full prior to the end of the full contemplated term thereof, and if the interest received for the actual period of existence thereof exceeds interest calculated at the Maximum Ratemaximum lawful rate, Lender the holder hereof shall refund to Borrower the amount of such excess or credit the amount of such excess against the principal amount of the Debentures andhereof, and in such event, Lender the holder hereof shall not be subject to any penalties provided by any laws for contracting for, charging, taking, reserving or receiving interest in excess of interest calculated at the Maximum Ratemaximum lawful rate.

Maximum Interest Rate. (a) Regardless of any provision contained in any of the Loan Documents, Lender the Lenders shall never be entitled to receive, collect or apply as interest on the Debentures any amount in excess of interest calculated at the Maximum Rate, and, in the event that any Lender ever receives, collects or applies as interest any such excess, the amount which would be excessive interest shall be deemed to be a partial prepayment of principal and treated hereunder as such; and, if the principal amount of the Obligation is paid in full, any remaining excess shall forthwith be paid to Borrower. In determining whether or not the interest paid or payable under any specific contingency exceeds interest calculated at the Maximum Rate, Borrower and Lender the Lenders shall, to the maximum extent permitted under applicable law, (i) characterize any nonprincipal payment as an expense, fee or premium rather than as interest, (ii) exclude voluntary prepayments and the effects thereof, and (iii) amortize, pro rate, allocate and spread, in equal parts, the total amount of interest throughout the entire contemplated term of the Debentures; provided that, if the Debentures is are paid and performed in full prior to the end of the full contemplated term thereof, and if the interest received for the actual period of existence thereof exceeds interest calculated at the Maximum Rate, Lender the Lenders shall refund to Borrower the amount of such excess or credit the amount of such excess against the principal amount of the Debentures and, in such event, Lender the Lenders shall not be subject to any penalties provided by any laws for contracting for, charging, taking, reserving or receiving interest in excess of interest calculated at the Maximum Rate.

Maximum Interest Rate. (a) Regardless of any provision contained in any of the Loan Documents, Lender shall never be entitled to receive, collect collect, or apply as interest (whether termed interest herein or deemed to be interest by operation of law or judicial determination) on the Debentures Note any amount in excess of interest calculated at the Maximum Lawful Rate, and, in the event that any Lender ever receives, collects collects, or applies as interest any such excess, then the amount which would be excessive interest shall be deemed to be a partial prepayment of principal and treated hereunder as such; and, if the principal amount of the Obligation is paid in full, then any remaining excess shall forthwith be paid to the applicable Borrower. In determining whether or not the interest paid or payable under any specific contingency exceeds interest calculated at the Maximum Lawful Rate, Borrower and Lender shall, to the maximum extent permitted under applicable law, : (ia) characterize any nonprincipal non-principal payment as an expense, fee fee, or premium rather than as interest, ; (iib) exclude voluntary prepayments and the effects thereof, ; and (iiic) amortize, pro rateprorate, allocate allocate, and spread, in equal parts, the total amount of interest throughout the entire contemplated term of the DebenturesNotes; provided that, if the Debentures is Notes are paid and performed in full prior to the end of the full contemplated term thereof, and if the interest received for the actual period of existence thereof exceeds interest calculated at the Maximum Lawful Rate, then Lender shall refund to the applicable Borrower the amount of such excess or credit the amount of such excess against the principal amount of the Debentures Notes and, in such event, Lender shall not be subject to any penalties provided by any laws for contracting for, charging, taking, reserving reserving, or receiving interest in excess of interest calculated at the Maximum Lawful Rate.

Maximum Interest Rate. (a) Regardless of any provision provisions contained in this Loan Agreement, the Notes or in any of the other Loan Documents, Lender Banks shall never be deemed to have contracted for or be entitled to receive, collect or apply as interest on the Debentures Notes any amount in excess of interest calculated at the Maximum Rate, and, in the event that Lender any Bank ever receives, collects or applies as interest any such excess, the such amount which would be excessive interest shall be deemed to be a partial prepayment of principal and treated hereunder as such; , and, if the principal amount of the Obligation Obligations is paid in full, any remaining excess shall forthwith be paid to BorrowerBorrowers. In determining whether or not the interest paid or payable under any specific contingency exceeds interest calculated at the Maximum Rate, Borrower Borrowers and Lender Banks shall, to the maximum extent permitted under by applicable law, (i) characterize any nonprincipal payment payments (other than payments which are expressly designated as interest payments hereunder) as an expense, fee fee, or premium premium, rather than as interest, (ii) exclude voluntary prepayments and the effects effect thereof, and (iii) amortize, pro rateprorate, allocate and spread, in equal parts, the total amount of interest throughout the entire contemplated term of the Debenturesindebtedness so that interest paid by Borrowers does not exceed the Maximum Rate; provided that, if the Debentures a Note is paid and performed in full prior to the end of the full contemplated term thereof, and if the interest received for the actual period of existence thereof exceeds interest calculated at the Maximum Rate, Lender Banks shall refund to Borrower Borrowers the amount of such excess or credit the amount of such excess against the principal amount of the Debentures Notes and, in such event, Lender Banks shall not be subject to any the penalties provided by any laws for contracting for, charging, taking, reserving or receiving interest in excess of interest calculated at the Maximum Rate.

Maximum Interest Rate. (a) Regardless No provision of this Agreement or any provision contained in any other Loan Document shall require the payment or the collection of the Loan Documents, Lender shall never be entitled to receive, collect or apply as interest on the Debentures any amount in excess of interest calculated at the Maximum Lawful Rate. If any excess of interest in such respect is hereby provided for, andor shall be adjudicated to be so provided, in any Loan Document or otherwise in connection with this loan transaction, the provisions of this Section shall govern and prevail and neither the Borrower nor the sureties, guarantors, successors, or assigns of the Borrower shall be obligated to pay the excess amount of such interest or any other excess sum paid for the use, forbearance, or detention of sums loaned pursuant hereto. In the event that the Lender ever receives, collects collects, or applies as interest any such excesssum, the such amount which would be excessive interest in excess of the Maximum Lawful Rate shall be deemed to be applied as a partial prepayment payment and reduction of the principal and treated hereunder of the indebtedness evidenced by the Notes, as suchdetermined by the Lender; and, if the principal amount of the Obligation is Notes have been paid in full, any remaining excess shall forthwith be paid to the Borrower. In determining whether or not the interest paid or payable under any specific contingency exceeds interest calculated at the Maximum Lawful Rate, the Borrower and the Lender shall, to the maximum extent permitted under by applicable law, (ia) characterize any nonprincipal non-principal payment as an expense, fee fee, or premium rather than as interest, (iib) exclude voluntary prepayments and the effects thereof, and (iiic) amortize, pro rateprorate, allocate allocate, and spread, spread in equal parts, or unequal parts the total amount of interest throughout the entire contemplated term of the Debentures; provided that, if indebtedness evidenced by the Debentures is paid and performed in full prior to the end of the full contemplated term thereof, and if the Notes so that interest received for the actual period of existence thereof exceeds interest calculated at entire term does not exceed the Maximum Rate, Lender shall refund to Borrower the amount of such excess or credit the amount of such excess against the principal amount of the Debentures and, in such event, Lender shall not be subject to any penalties provided by any laws for contracting for, charging, taking, reserving or receiving interest in excess of interest calculated at the Maximum Lawful Rate.

Maximum Interest Rate. (a) Regardless of any provision provisions contained in this Agreement or in any of other documents and instruments referred to herein, the Loan Documents, Lender Banks shall never be deemed to have contracted for or be entitled to receive, collect or apply as interest on the Debentures Notes any amount in excess of interest calculated at the Maximum Rate, and, and in the event that Lender any Bank ever receives, collects or applies as interest any such excess, or if an acceleration of the maturities of any Notes or if any prepayment by Borrower result in Borrower having paid any interest in excess of the Maximum Rate, such amount which would be excessive interest shall be deemed applied to be a partial prepayment the reduction of the unpaid principal and treated hereunder as such; balance of the Notes for which such excess was received, collected or applied, and, if the principal amount balance of the Obligation such Note is paid in full, any remaining excess shall forthwith be paid to Borrower. All sums paid or agreed to be paid to the Banks for the use, forbearance or detention of the indebtedness evidenced by the Notes and/or this Agreement shall, to the extent permitted by applicable law, be amortized, prorated, allocated and spread throughout the full term of such indebtedness until payment in full so that the rate or amount of interest on account of such indebtedness does not exceed the Maximum Rate. In determining whether or not the interest paid or payable under any specific contingency exceeds interest calculated at the Maximum RateRate of interest permitted by law, Borrower and Lender the Banks shall, to the maximum extent permitted under applicable law, (i) characterize any nonprincipal non-principal payment as an expense, fee or premium premium, rather than as interest, ; and (ii) exclude voluntary prepayments and the effects effect thereof, ; and (iii) amortize, pro rate, allocate and spread, in equal parts, compare the total amount of interest contracted for, charged or received with the total amount of interest which could be contracted for, charged or received throughout the entire contemplated term of the Debentures; provided that, if the Debentures is paid and performed in full prior to the end of the full contemplated term thereof, and if the interest received for the actual period of existence thereof exceeds interest calculated Notes at the Maximum Rate, Lender shall refund to Borrower the amount . For purposes of such excess or credit the amount of such excess against the principal amount Section 303 of the Debentures andTexas Finance Code, in such event, Lender shall not be subject to the extent applicable to any penalties Lender or Agent, Borrowers agree that the Maximum Rate shall be the "weekly ceiling" as defined in said Chapter, provided that such Lender or Agent, as applicable, may also rely, to the extent permitted by any applicable laws for contracting forof the State of Texas and the United States of America, charging, taking, reserving or receiving interest in excess on alternative maximum rates of interest calculated at under the Maximum RateTexas Finance Code or other laws applicable to such Lender or Agent from time to time if greater.

Maximum Interest Rate. (a) Regardless of any provision contained in any of the Loan Documents, no Lender shall never ever be entitled to contract for, charge, take, reserve, receive, collect or apply apply, as interest on the Debentures Obligations, or any part thereof, any amount in excess of interest calculated at the Maximum Highest Lawful Rate, and, in the event that any Lender ever contracts for, charges, takes, reserves, receives, collects or applies as interest any such excess, the amount which would be excessive interest it shall be deemed to be a partial prepayment of principal and treated hereunder as such; and, if the principal amount of the Obligation is paid in full, such and any remaining excess shall forthwith be paid refunded to the relevant Borrower. In determining whether or not the interest paid or payable payable, under any specific contingency contingency, exceeds interest calculated at the Maximum Highest Lawful Rate, Borrower the Borrowers and Lender the Lenders shall, to the maximum extent permitted under applicable lawLaw, (ia) treat all Advances as but a single extension of credit (and the Lenders and the Borrowers agree that such is the case and that provision herein for multiple Advances and for one or more Notes is for convenience only), (b) characterize any nonprincipal payment as an expense, fee fee, or premium rather than as interest, (iic) exclude voluntary prepayments and the effects thereof, and (iiid) amortize, pro rate, allocate and “spread, in equal parts, ” the total amount of interest throughout the entire contemplated term of the Debentures; Obligations, provided that, if the Debentures Obligations is paid and performed in full prior to the end of the full contemplated term thereof, and if the interest received for the actual period of existence thereof exceeds interest calculated at the Maximum Highest Lawful Rate, any Lender receiving such excess interest shall refund to Borrower the amount of such excess or credit the amount of such excess against the principal amount of the Debentures excess, and, in such event, such Lender shall not be subject to any penalties provided by any laws Laws for contracting for, charging, taking, reserving reserving, or receiving interest in excess of interest calculated at the Maximum Highest Lawful Rate. To the extent the Laws of the State of Texas are applicable for purposes of determining the “Highest Lawful Rate,” such term shall mean the “weekly ceiling” from time to time in effect under Chapter 303 of the Texas Finance Code, as amended.

Maximum Interest Rate. (a) Regardless of any provision contained in any of the Loan Documentsthis Debenture, Lender shall never be entitled to receive, collect or apply as interest on the Debentures Debenture any amount in excess of interest calculated at the Maximum Rate, and, in the event that Lender ever receives, collects or applies as interest any such excess, the amount which would be excessive interest shall be deemed to be a partial prepayment of principal and treated hereunder as such; and, if the principal amount of the Obligation Debenture is paid in full, any remaining excess shall forthwith be paid to Borrower. In determining whether or not the interest paid or payable under any specific contingency exceeds interest calculated at the Maximum Rate, Borrower and Lender shall, to the maximum extent permitted under applicable law, (i) characterize any nonprincipal non principal payment as an expense, fee or premium rather than as interest, ; (ii) exclude voluntary prepayments and the effects thereof, ; and (iii) amortize, pro rate, allocate and spread, in equal parts, the total amount of interest throughout the entire contemplated term of the DebenturesDebenture; provided that, if the Debentures Debenture is paid and performed in full prior to the end of the full contemplated term thereofhereof, and if the interest received for the actual period of existence thereof exceeds interest calculated at the Maximum Rate, Lender shall refund to Borrower the amount of such excess or credit the amount of such excess against the principal amount of the Debentures Debenture and, in such event, Lender shall not be subject to any penalties provided by any laws for contracting for, charging, taking, reserving or receiving interest in excess of interest calculated at the Maximum Rate.

Maximum Interest Rate. (a) Regardless of any provision contained in any of the Loan Documents, no Lender shall never ever be entitled to contract for, charge, take, reserve, receive, collect or apply apply, as interest on the Debentures Obligation, or any part thereof, any amount in excess of interest calculated at the Maximum Highest Lawful Rate, and, in the event that any Lender ever contracts for, charges, takes, reserves, receives, collects or applies as interest any such excess, the amount which would be excessive interest it shall be deemed to be a partial prepayment of principal and treated hereunder as such; and, if the principal amount of the Obligation is paid in full, such and any remaining excess shall forthwith be paid refunded to the relevant Borrower. In determining whether or not the interest paid or payable payable, under any specific contingency contingency, exceeds interest calculated at the Maximum Highest Lawful Rate, Borrower Borrowers and Lender Lenders shall, to the maximum extent permitted under applicable lawLaw, (ia) treat all Advances as but a single extension of credit (and Lenders and Borrowers agree that such is the case and that provision herein for multiple Advances and for one or more Notes is for convenience only), (b) characterize any nonprincipal payment as an expense, fee fee, or premium rather than as interest, (iic) exclude voluntary prepayments and the effects thereof, and (iiid) amortize, pro rate, allocate and "spread, in equal parts, " the total amount of interest throughout the entire contemplated term of the DebenturesObligation; provided that, if the Debentures Obligation is paid and performed in full prior to the end of the full contemplated term thereof, and if the interest received for the actual period of existence thereof exceeds interest calculated at the Maximum Highest Lawful Rate, any Lender receiving such excess interest shall refund to Borrower the amount of such excess or credit the amount of such excess against the principal amount of the Debentures excess, and, in such event, such Lender shall not be subject to any penalties provided by any laws Laws for contracting for, charging, taking, reserving reserving, or receiving interest in excess of interest calculated at the Maximum Highest Lawful Rate. To the extent the Laws of the State of Texas are applicable for purposes of determining the "Highest Lawful Rate," such term shall mean the "weekly ceiling" from time to time in effect under Article 5069.1D of the Texas Credit Title, as amended, and Chapter 303 of the Texas Finance Code, as amended.

Maximum Interest Rate. (a) Regardless of any provision contained in any Loan Document or any document related thereto, it is the intent of the Loan Documentsparties hereto that neither the Agent nor any Lender contract for, Lender shall never be entitled to receivecharge, collect take, reserve, receive or apply apply, as interest on all or any part of the Debentures Obligations any amount in excess of interest calculated at the Maximum RateRate or the Maximum Amount or receive any unearned interest in violation of any applicable law, and, in if the event that Lender Lenders ever receivesdo so, collects or applies as interest then any such excess, the amount which would be excessive interest excess shall be deemed to be treated as a partial repayment or prepayment of principal and treated hereunder as such; and, if the principal amount of the Obligation is paid in full, any remaining excess shall forthwith be paid refunded to the Borrower. In determining whether or not if the interest paid or payable under any specific contingency exceeds interest calculated at the Maximum Rate, the Borrower and Lender the Lenders shall, to the maximum extent permitted under applicable law, (ia) treat all Borrowings as but a single extension of credit (and the Lenders and the Borrower agree that is the case and that provision in this Amended and Restated Agreement for multiple Borrowings is for convenience only), (b) characterize any nonprincipal payment as an expense, fee or premium rather than as interest, (iic) exclude voluntary repayments or prepayments and the effects thereoftheir effects, and (iiid) amortize, pro rateprorate, allocate and spread, in equal parts, spread the total amount of interest throughout the entire contemplated term of the Debentures; provided thatObligations. However, if the Debentures is Obligations are paid and performed in full prior to before the end of the their full contemplated term thereofterm, and if the interest received for the its actual period of existence thereof exceeds interest calculated at the Maximum RateAmount, Lender the Lenders shall refund any excess (and the Lenders may not, to Borrower the amount of such excess or credit the amount of such excess against the principal amount of the Debentures andextent permitted by law, in such event, Lender shall not be subject to any penalties provided by any laws for contracting for, charging, taking, reserving or receiving interest in excess of interest calculated at the Maximum Amount). If the laws of the State of Texas are applicable for purposes of determining the "Maximum Rate" or the "Maximum Amount," then those terms mean the "indicated rate ceiling" from time to time in effect under Article 5069-1.04, Title 79, Revised Civil Statutes of Texas, as amended. The Borrower agrees that Chapter 15, Subtitle 79, Revised Civil Statutes of Texas, 1925, as amended (which regulates certain revolving credit loan accounts and revolving tri-party accounts), does not apply to the Obligations, other than Article 15.10(b).

Maximum Interest Rate. (a) Regardless of any provision provisions contained in this Agreement or in any of other documents and instruments referred to herein, the Loan Documents, Lender Banks shall never be deemed to have contracted for or be entitled to receive, collect or apply as interest on the Debentures Notes any amount in excess of interest calculated at the Maximum Rate, and, Rate and in the event that Lender the Banks ever receivesreceive, collects collect or applies apply as interest any such excess, or if an acceleration of the maturity of the Notes or if any prepayment by Borrower results in Borrower having paid any interest in excess of the Maximum Rate, such amount which would be excessive interest shall be deemed applied to be a partial prepayment the reduction of the unpaid principal and treated hereunder as such; balance of the Notes for which such excess was received, collected or applied, and, if the principal amount balance of the Obligation such Notes is paid in full, any remaining excess shall forthwith be paid to Borrower. All sums paid or agreed to be paid to the Banks for the use, forbearance or detention of the indebtedness evidenced by the Notes and/or this Agreement shall, to the extent permitted by applicable law, be amortized, prorated, allocated and spread throughout the full term of such indebtedness until payment in full so that the rate or amount of interest on account of such indebtedness does not exceed the Maximum Rate. In determining whether or not the interest paid or payable under any specific contingency exceeds interest calculated at the Maximum Rate, Borrower and Lender the Banks shall, to the maximum extent permitted under applicable law, (i) characterize any nonprincipal non-principal payment as an expense, fee or premium premium, rather than as interest, ; and (ii) exclude voluntary prepayments and the effects effect thereof, ; and (iii) amortize, pro rate, allocate and spread, in equal parts, compare the total amount of interest contracted for, charged or received with the total amount of interest which could be contracted for, charged or received throughout the entire contemplated term of the Debentures; provided that, if the Debentures is paid and performed in full prior to the end of the full contemplated term thereof, and if the interest received for the actual period of existence thereof exceeds interest calculated at the Maximum Rate, Lender shall refund to Borrower the amount of such excess or credit the amount of such excess against the principal amount of the Debentures and, in such event, Lender shall not be subject to any penalties provided by any laws for contracting for, charging, taking, reserving or receiving interest in excess of interest calculated Notes at the Maximum Rate.

Maximum Interest Rate. (a) Regardless of any provision provisions contained in this Agreement or in any of other documents and instruments referred to herein, the Loan Documents, Lender Banks shall never be deemed to have contracted for or be entitled to receive, collect or apply as interest on the Debentures Notes any amount in excess of interest calculated at the Maximum Rate, and, and in the event that Lender any Bank ever receives, collects or applies as interest any such excess, or if an acceleration of the maturities of any Notes or if any prepayment by Borrowers result in Borrowers having paid any interest in excess of the Maximum Rate, such amount which would be excessive interest shall be deemed applied to be a partial prepayment the reduction of the unpaid principal and treated hereunder as such; balance of the Notes for which such excess was received, collected or applied, and, if the principal amount balance of the Obligation such Note is paid in full, any remaining excess shall forthwith be paid to BorrowerBorrowers. All sums paid or agreed to be paid to the Banks for the use, forbearance or detention of the indebtedness evidenced by the Notes and/or this Agreement shall, to the extent permitted by applicable law, be amortized, prorated, allocated and spread throughout the full term of such indebtedness until payment in full so that the rate or amount of interest on account of such indebtedness does not exceed the Maximum Rate. In determining whether or not the interest paid or payable under any specific contingency exceeds interest calculated at the Maximum RateRate of interest permitted by law, Borrower Borrowers and Lender the Banks shall, to the maximum extent permitted under applicable law, (i) characterize any nonprincipal non-principal payment as an expense, fee or premium premium, rather than as interest, ; and (ii) exclude voluntary prepayments and the effects effect thereof, ; and (iii) amortize, pro rate, allocate and spread, in equal parts, compare the total amount of interest contracted for, charged or received with the total amount of interest which could be contracted for, charged or received throughout the entire contemplated term of the Debentures; provided that, if the Debentures is paid and performed in full prior to the end of the full contemplated term thereof, and if the interest received for the actual period of existence thereof exceeds interest calculated Notes at the Maximum Rate, Lender shall refund to Borrower the amount . For purposes of such excess or credit the amount of such excess against the principal amount Section 303 of the Debentures andTexas Finance Code, in such event, Lender shall not be subject to the extent applicable to any penalties Lender or Agent, Borrowers agree that the Maximum Rate shall be the "weekly ceiling" as defined in said Chapter, provided that such Lender or Agent, as applicable, may also rely, to the extent permitted by any applicable laws for contracting forof the State of Texas and the United States of America, charging, taking, reserving or receiving interest in excess on alternative maximum rates of interest calculated at under the Maximum RateTexas Finance Code or other laws applicable to such Lender or Agent from time to time if greater.

Maximum Interest Rate. It is the intention of the parties hereto to comply with applicable usury laws (a) Regardless now or hereafter enacted); accordingly, notwithstanding any provision to the contrary in this Agreement, the Revolving Credit Note, the other Loan Documents, or any other document relating hereto, in no event shall this Agreement or any such other document require the payment or permit the collection of interest in excess of the maximum amount permitted by such laws. If from any circumstances whatsoever, fulfillment of any provision contained in of this Agreement or of any other document pertaining hereto or thereto, shall involve transcending the limit of validity prescribed by law for the collection or charging of interest, then, ipso facto, the obligation to be fulfilled shall be reduced to the limit of such validity, and if from any such circumstances Lender shall ever receive anything of value as interest or deemed interest by applicable law under this Agreement, the Revolving Credit Note, the other Loan Documents, Lender shall never be entitled to receiveor any other document pertaining hereto or otherwise an amount that would exceed the highest lawful rate, collect or apply as interest on the Debentures any such amount in excess of interest calculated at the Maximum Rate, and, in the event that Lender ever receives, collects or applies as interest any such excess, the amount which would be excessive interest shall be deemed applied to be a partial prepayment the reduction of principal and treated hereunder as such; and, if the principal amount owing under the Revolving Credit Note or on account of any other indebtedness of Borrower to Lender, and not to the Obligation is paid in fullpayment of interest, any remaining or if such excessive interest exceeds the unpaid balance of principal of such indebtedness, such excess shall forthwith be paid refunded to Borrower. In determining whether or not the interest paid or payable with respect to any indebtedness of Borrower to Lender, under any specific contingency contingency, exceeds interest calculated at the Maximum Ratehighest lawful rate, Borrower and Lender shall, to the maximum extent permitted under by applicable law, (ia) characterize any nonprincipal non-principal payment as an expense, fee or premium rather than as interest, (iib) exclude voluntary prepayments and the effects thereof, and (iiic) amortize, pro rateprorate, allocate and spread, in equal parts, spread the total amount of interest throughout the entire contemplated full term of such indebtedness so that the Debentures; provided thatactual rate of interest on account of such indebtedness does not exceed the maximum amount permitted by applicable law, if the Debentures is paid and performed in full prior and/or (d) allocate interest between portions of such indebtedness, to the end of the full contemplated term thereof, and if the that no such portion shall bear interest received for the actual period of existence thereof exceeds interest calculated at the Maximum Rate, Lender shall refund to Borrower the amount of such excess or credit the amount of such excess against the principal amount of the Debentures and, in such event, Lender shall not be subject to any penalties provided a rate greater than that permitted by any laws for contracting for, charging, taking, reserving or receiving interest in excess of interest calculated at the Maximum Rateapplicable law.

Maximum Interest Rate. (a) Regardless of any provision contained in any of the Loan Documents, no Lender shall never ever be entitled to contract for, charge, take, reserve, receive, collect or apply apply, as interest on the Debentures Obligations, or any part thereof, any amount in excess of interest calculated at the Maximum Highest Lawful Rate, and, in the event that any Lender ever contracts for, charges, takes, reserves, receives, collects or applies as interest any such excess, the amount which would be excessive interest it shall be deemed to be a partial prepayment of principal and treated hereunder as such; and, if the principal amount of the Obligation is paid in full, such and any remaining excess shall forthwith be paid refunded to the relevant Borrower. In determining whether or not the interest paid or payable payable, under any specific contingency contingency, exceeds interest calculated at the Maximum Highest Lawful Rate, Borrower the Borrowers and Lender the Lenders shall, to the maximum extent permitted under applicable lawLaw, (ia) treat all Advances as but a single extension of credit (and the Lenders and the Borrowers agree that such is the case and that provision herein for multiple Advances and for one or more Notes is for convenience only), (b) characterize any nonprincipal payment as an expense, fee fee, or premium rather than as interest, (iic) exclude voluntary prepayments and the effects thereof, and (iiid) amortize, pro rate, allocate and "spread, in equal parts, " the total amount of interest throughout the entire contemplated term of the Debentures; Obligations, provided that, if the Debentures Obligations is paid and performed in full prior to the end of the full contemplated term thereof, and if the interest received for the actual period of existence thereof exceeds interest calculated at the Maximum Highest Lawful Rate, any Lender receiving such excess interest shall refund to Borrower the amount of such excess or credit the amount of such excess against the principal amount of the Debentures excess, and, in such event, such Lender shall not be subject to any penalties provided by any laws Laws for contracting for, charging, taking, reserving reserving, or receiving interest in excess of interest calculated at the Maximum Highest Lawful Rate. To the extent the Laws of the State of Texas are applicable for purposes of determining the "Highest Lawful Rate," such term shall mean the "weekly ceiling" from time to time in effect under Chapter 303 of the Texas Finance Code, as amended.

Maximum Interest Rate. (a) Regardless of any provision provisions contained in this Agreement or in any of other documents and instruments referred to herein, the Loan Documents, Lender Lenders shall never be deemed to have contracted for or be entitled to receive, collect or apply as interest on the Debentures Notes any amount in excess of interest calculated at the Maximum Rate, and, and in the event that any Lender ever receives, collects or applies as interest any such excess, or if an acceleration of the maturities of any Notes or if any prepayment by the Borrowers results in the Borrowers having paid any interest in excess of the Maximum Rate, such amount which would be excessive interest shall be deemed applied to be a partial prepayment the reduction of the unpaid principal and treated hereunder as such; balance of the Notes for which such excess was received, collected or applied, and, if the principal amount balance of the Obligation such Note is paid in full, any remaining excess shall forthwith be paid to Borrowerthe Borrowers. All sums paid or agreed to be paid to the Lenders for the use, forbearance or detention of the indebtedness evidenced by the Notes and/or this Agreement shall, to the extent permitted by applicable law, be amortized, prorated, allocated and spread throughout the full term of such indebtedness until payment in full so that the rate or amount of interest on account of such indebtedness does not exceed the Maximum Rate. In determining whether or not the interest paid or payable under any specific contingency exceeds interest calculated at the Maximum RateRate of interest permitted by law, Borrower the Borrowers and Lender the Lenders shall, to the maximum extent permitted under applicable law, (i) characterize any nonprincipal non-principal payment as an expense, fee or premium premium, rather than as interest, ; and (ii) exclude voluntary prepayments and the effects effect thereof, ; and (iii) amortize, pro rate, allocate and spread, in equal parts, compare the total amount of interest contracted for, charged or received with the total amount of interest which could be contracted for, charged or received throughout the entire contemplated term of the Debentures; provided that, if the Debentures is paid and performed in full prior to the end of the full contemplated term thereof, and if the interest received for the actual period of existence thereof exceeds interest calculated at the Maximum Rate, Lender shall refund to Borrower the amount of such excess or credit the amount of such excess against the principal amount of the Debentures and, in such event, Lender shall not be subject to any penalties provided by any laws for contracting for, charging, taking, reserving or receiving interest in excess of interest calculated Note at the Maximum Rate.

Maximum Interest Rate. (a) Regardless of any provision provisions contained in this Agreement or in any of other documents and instruments referred to herein, the Loan Documents, Lender shall never be deemed to have contracted for or be entitled to receive, collect or apply as interest on the Debentures Revolving Note any amount in excess of interest calculated at the Maximum Rate, and, and in the event that Lender ever receives, collects or applies as interest any such excess, of if an acceleration of the maturity of the Revolving Note or if any prepayment by Borrower results in Borrower having paid any interest in excess of the Maximum Rate, such amount which would be excessive interest shall be deemed applied to be a partial prepayment the reduction of the unpaid principal and treated hereunder as such; balance of the Revolving Note for which such excess was received, collected or applied, and, if the principal amount balance of the Obligation Revolving Note is paid in full, any remaining excess shall forthwith be paid to Borrower. All sums paid or agreed to be paid to the Lender for the use, forbearance or detention of the indebtedness evidenced by the Revolving Note and/or this Agreement shall, to the extent permitted by applicable law, be amortized, prorated, allocated and spread throughout the full term of such indebtedness until payment in full so that the rate or amount of interest on account of such indebtedness does not exceed the Maximum Rate. In determining whether or not the interest paid or payable under any specific contingency exceeds interest calculated at the Maximum RateRate of interest permitted by law, Borrower and the Lender shall, to the maximum extent permitted under applicable law, (i) characterize any nonprincipal non-principal payment as an expense, fee or premium premium, rather than as interest, ; and (ii) exclude voluntary prepayments and the effects effect thereof, ; and (iii) amortize, pro rate, allocate and spread, in equal parts, compare the total amount of interest contracted for, charged or received with the total amount of interest which could be contracted for, charged or received throughout the entire contemplated term of the Debentures; provided that, if the Debentures is paid and performed in full prior to the end of the full contemplated term thereof, and if the interest received for the actual period of existence thereof exceeds interest calculated at the Maximum Rate, Lender shall refund to Borrower the amount of such excess or credit the amount of such excess against the principal amount of the Debentures and, in such event, Lender shall not be subject to any penalties provided by any laws for contracting for, charging, taking, reserving or receiving interest in excess of interest calculated Revolving Note at the Maximum Rate.

Maximum Interest Rate. (a) Regardless of any provision provisions contained in this Agreement or in any of other documents and instruments referred to herein, the Loan Documents, Lender Banks shall never be deemed to have contracted for or be entitled to receive, collect or apply as interest on the Debentures Notes any amount in excess of interest calculated at the Maximum Rate, and, and in the event that Lender any Bank ever receives, collects or applies as interest any such excess, or if an acceleration of the maturities of any Notes or if any prepayment by Borrower result in Borrower having paid any interest in excess of the Maximum Rate, such amount which would be excessive interest shall be deemed applied to be a partial prepayment the reduction of the unpaid principal and treated hereunder as such; balance of the Notes for which such excess was received, collected or applied, and, if the principal amount balance of the Obligation such Note is paid in full, any remaining excess shall forthwith be paid to Borrower. All sums paid or agreed to be paid to the Banks for the use, forbearance or detention of the indebtedness evidenced by the Notes and/or this Agreement shall, to the extent permitted by applicable law, be amortized, prorated, allocated and spread throughout the full term of such indebtedness until payment in full so that the rate or amount of interest on account of such indebtedness does not exceed the Maximum Rate. In determining whether or not the interest paid or payable under any specific contingency exceeds interest calculated at the Maximum RateRate of interest permitted by law, Borrower and Lender the Banks shall, to the maximum extent permitted under applicable law, (i) characterize any nonprincipal non-principal payment as an expense, fee or premium premium, rather than as interest, ; and (ii) exclude voluntary prepayments and the effects effect thereof, ; and (iii) amortize, pro rate, allocate and spread, in equal parts, compare the total amount of interest contracted for, charged or received with the total amount of interest which could be contracted for, charged or received throughout the entire contemplated term of the Debentures; provided that, if the Debentures is paid and performed in full prior to the end of the full contemplated term thereof, and if the interest received for the actual period of existence thereof exceeds interest calculated at the Maximum Rate, Lender shall refund to Borrower the amount of such excess or credit the amount of such excess against the principal amount of the Debentures and, in such event, Lender shall not be subject to any penalties provided by any laws for contracting for, charging, taking, reserving or receiving interest in excess of interest calculated Notes at the Maximum Rate.

Maximum Interest Rate. (a) Regardless of any provision contained in any of the Loan Security Documents, Lender Bank shall never be entitled to receive, collect collect, or apply as interest (whether termed interest herein or deemed to be interest by operation of law or judicial determination) on the Debentures Revolving Note any amount in excess of interest calculated at the Maximum Rate, and, in the event that Lender Bank ever receives, collects collects, or applies as interest any such excess, then the amount which would be excessive interest shall be deemed to be a partial prepayment of principal and treated hereunder as such; and, if the principal amount of the Obligation Indebtedness is paid in full, then any remaining excess shall forthwith be paid to Borrower. In determining whether or not the interest paid or payable under any specific contingency exceeds interest calculated at the Maximum Rate, Borrower and Lender Bank shall, to the maximum extent permitted under applicable law, : (ia) characterize any nonprincipal non-principal payment as an expense, fee fee, or premium rather than as interest, ; (iib) exclude voluntary prepayments and the effects thereof, ; and (iiic) amortize, pro rateprorate, allocate allocate, and spread, in equal parts, the total amount of interest throughout the entire contemplated term of the DebenturesRevolving Note; provided that, if the Debentures Revolving Note is paid and performed in full prior to the end of the full contemplated term thereof, and if the interest received for the actual period of existence thereof exceeds interest calculated at the Maximum Rate, Lender then Bank shall refund to Borrower the amount of such excess or credit the amount of such excess against the principal amount of the Debentures Revolving Note and, in such event, Lender Bank shall not be subject to any penalties provided by any laws for contracting for, charging, taking, reserving reserving, or receiving interest in excess of interest calculated at the Maximum Rate.

Maximum Interest Rate. (a) Regardless of any provision provisions contained in this Agreement or in any of other documents and instruments referred to herein, the Loan Documents, Lender Bank shall never be deemed to have contracted for or be entitled to receive, collect or apply as interest on the Debentures Note any amount in excess of the maximum rate of interest calculated at the Maximum Ratepermitted to be charged by applicable law, and, and in the event that Lender the Bank ever receives, collects or applies as interest any such excess, or if acceleration of the maturities of the Note or if any prepayment by Borrower results in Borrower having paid any interest in excess of the maximum rate, such amount which would be excessive interest shall be deemed applied to be a partial prepayment the reduction of the unpaid principal and treated hereunder as such; balance of the Note for which such excess was received, collected or applied, and, if the principal amount balance of the Obligation such Note is paid in full, any remaining excess shall forthwith be paid to Borrower. All sums paid or agreed to be paid to the Bank for the use, forbearance or detention of the indebtedness evidenced by the Note and/or this Agreement shall, to the extent permitted by applicable law, be amortized, prorated, allocated and spread throughout the full term of such indebtedness until payment in full so that the rate or amount of interest on account of such indebtedness does not exceed the maximum lawful rate permitted under applicable law. In determining whether or not the interest paid or payable under any specific contingency exceeds the maximum rate of interest calculated at the Maximum Ratepermitted by law, Borrower and Lender the Bank shall, to the maximum extent permitted under applicable law, (i) characterize any nonprincipal non-principal payment as an expense, fee or premium premium, rather than as interest, ; and (ii) exclude voluntary prepayments and the effects effect thereof, ; and (iii) amortize, pro rate, allocate and spread, in equal parts, compare the total amount of interest contracted for, charged or received with the total amount of interest which could be contracted for, charged or received throughout the entire contemplated term of the Debentures; provided that, if the Debentures is paid and performed in full prior to the end of the full contemplated term thereof, and if the interest received for the actual period of existence thereof exceeds interest calculated Note at the Maximum Rate, Lender shall refund to Borrower the amount of such excess or credit the amount of such excess against the principal amount of the Debentures and, in such event, Lender shall not be subject to any penalties provided by any laws for contracting for, charging, taking, reserving or receiving interest in excess of interest calculated at the Maximum Ratemaximum lawful rate under applicable law.

Maximum Interest Rate. (a) Regardless of any provision contained --------------------- in any of the Loan Documents, Lender Lenders shall never be entitled to contract for, charge, take, reserve, receive, collect or apply apply, as interest on the Debentures Obligations, or any part thereof, any amount in excess of interest calculated at the Maximum Highest Lawful Rate, and, in the event that any Lender ever contracts for, charges, takes, reserves, receives, collects or applies as interest any such excess, the amount which would be excessive interest it shall be deemed to be a partial prepayment of principal and treated hereunder as such; and, if the principal amount of the Obligation is paid in full, such and any remaining excess shall forthwith be paid refunded to the Borrower. In determining whether or not the interest paid or payable payable, under any specific contingency contingency, exceeds interest calculated at the Maximum Highest Lawful Rate, Borrower the Borrower, its Subsidiaries, and Lender Lenders shall, to the maximum extent permitted under applicable lawLaw, (ia) treat all Loans as but a single extension of credit (and Lenders, the Borrower and the Borrower's Subsidiaries agree that such is the case and that provision herein for multiple Loans and for one or more Notes is for convenience only), (b) characterize any nonprincipal payment as an expense, fee fee, or premium rather than as interest, (iic) exclude voluntary prepayments and the effects thereof, and (iiid) amortize, pro rate, allocate and "spread, in equal parts, " the total amount of interest throughout the entire contemplated term of the DebenturesObligation; provided that, if the Debentures Obligation -------- ---- is paid and performed in full prior to the end of the full contemplated term thereof, and if the interest received for the actual period of existence thereof exceeds interest calculated at the Maximum Highest Lawful Rate, Lender Lenders shall refund to Borrower the amount of such excess or credit the amount of such excess against the principal amount of the Debentures excess, and, in such event, Lender Lenders shall not be subject to any penalties provided by any laws for contracting for, charging, taking, reserving reserving, or receiving interest in excess of interest calculated at the Maximum Highest Lawful Rate.

Maximum Interest Rate. (a) Regardless of any provision contained in any of the Loan DocumentsPapers, no Lender shall never ever be entitled to contract for, charge, take, reserve, receive, collect or apply apply, as interest on the Debentures Obligation, or any part thereof, any amount in excess of interest calculated at the Maximum Highest Lawful Rate, and, in the event that Lender the Lenders ever receivescontract for, collects charge, take, reserve, receive, or applies apply as interest any such excess, the amount which would be excessive interest it shall be deemed to be a partial prepayment without penalty of principal and treated hereunder as such; and, if the principal amount of the Obligation is paid in full, such and any remaining excess shall forthwith be paid refunded to the Borrower. In determining whether or not the interest paid or payable payable, under any specific contingency contingency, exceeds interest calculated at the Maximum Highest Lawful Rate, the Borrower and Lender the Lenders shall, to the maximum extent permitted under applicable lawLaw, (ia) treat all Borrowings as but a single extension of credit (and the Lenders and the Borrower agree that such is the case and that provision herein for multiple Borrowings and multiple Notes is for convenience only), (b) characterize any nonprincipal payment as an expense, fee fee, or premium rather than as interest, (iic) exclude voluntary prepayments and the effects thereof, and (iiid) amortize, pro rate, allocate and "spread, in equal parts, " the total amount of interest throughout the entire contemplated term of the DebenturesObligation; provided that, if the Debentures Obligation is paid and performed in full prior to the end of the full contemplated term thereof, and if the interest received for the actual period of existence thereof exceeds interest calculated at the Maximum Highest Lawful Rate, Lender the Lenders shall refund to Borrower the amount of such excess or credit the amount of such excess against the principal amount of the Debentures excess, and, in such event, Lender the Lenders shall not be subject to any penalties provided by any laws Laws for contracting for, charging, taking, reserving reserving, or receiving interest in excess of interest calculated at the Maximum Highest Lawful Rate.

Maximum Interest Rate. (a) Regardless of any provision contained in --------------------- any of the Loan DocumentsPapers, Lender Banks shall never be entitled to receive, collect or apply as interest on the Debentures Notes any amount in excess of interest calculated at the Maximum Rate, and, in the event that Lender any Bank ever receives, collects or applies as interest any such excess, the amount which would be excessive interest shall be deemed to be a partial prepayment of principal and treated hereunder as such; and, if the principal amount of the Obligation Obligations is paid in full, any remaining excess shall forthwith be paid to BorrowerCompany. In determining whether or not the interest paid or payable under any specific contingency exceeds interest calculated at the Maximum Rate, Borrower Company and Lender Banks shall, to the maximum extent permitted under applicable law, (i) characterize any nonprincipal payment as an expense, fee or premium rather than as interest, ; (ii) exclude voluntary prepayments and the effects thereof, ; and (iii) amortize, pro rateprorate, allocate and spread, in equal parts, the total amount of interest throughout the entire contemplated term of the DebenturesNotes so that the interest rate is uniform throughout the entire term; provided that, if the Debentures is Notes are paid and performed in full prior to the end of the full contemplated term thereof, and if the interest received for the actual period of existence thereof exceeds interest calculated at the Maximum Rate, Lender Banks shall refund to Borrower Company the amount of such excess or credit the amount of such excess against the principal amount of the Debentures Notes and, in such event, Lender Banks shall not be subject to any penalties provided by any laws for contracting for, charging, taking, reserving or receiving interest in excess of interest calculated at the Maximum Rate.

Maximum Interest Rate. (a) Regardless of any provision provisions contained in this Agreement or in any of other documents and instruments referred to herein, the Loan Documents, Lender Lenders shall never be deemed to have contracted for or be entitled to receive, collect or apply as interest on the Debentures Notes any amount in excess of interest calculated at the Maximum Rate, and, and in the event that any Lender ever receives, collects or applies as interest any such excess, or if an acceleration of the maturities of any Notes or if any prepayment by the Borrower results in the Borrower having paid any interest in excess of the Maximum Rate, such amount which would be excessive interest shall be deemed applied to be a partial prepayment the reduction of the unpaid principal and treated hereunder as such; balance of the Notes for which such excess was received, collected or applied, and, if the principal amount balance of the Obligation such Note is paid in full, any remaining excess shall forthwith be paid to the Borrower. All sums paid or agreed to be paid to the Lenders for the use, forbearance or detention of the indebtedness evidenced by the Notes and/or this Agreement shall, to the extent permitted by applicable law, be amortized, prorated, allocated and spread throughout the full term of such indebtedness until payment in full so that the rate or amount of interest on account of such indebtedness does not exceed the Maximum Rate. In determining whether or not the interest paid or payable under any specific contingency exceeds interest calculated at the Maximum RateRate of interest permitted by law, the Borrower and Lender the Lenders shall, to the maximum extent permitted under applicable law, (i) characterize any nonprincipal non-principal payment as an expense, fee or premium premium, rather than as interest, ; and (ii) exclude voluntary prepayments and the effects effect thereof, ; and (iii) amortize, pro rate, allocate and spread, in equal parts, compare the total amount of interest contracted for, charged or received with the total amount of interest which could be contracted for, charged or received throughout the entire contemplated term of the Debentures; provided that, if the Debentures is paid and performed in full prior to the end of the full contemplated term thereof, and if the interest received for the actual period of existence thereof exceeds interest calculated at the Maximum Rate, Lender shall refund to Borrower the amount of such excess or credit the amount of such excess against the principal amount of the Debentures and, in such event, Lender shall not be subject to any penalties provided by any laws for contracting for, charging, taking, reserving or receiving interest in excess of interest calculated Note at the Maximum Rate.

Maximum Interest Rate. (a) Regardless of any provision provisions contained in this Agreement or in any of the Loan Documentsother documents and instruments referred to herein, Lender Lenders shall never be deemed to have contracted for or be entitled to receive, collect or apply as interest on the Debentures Notes any amount in excess of interest calculated at the Maximum Rate, and, and in the event that any Lender ever receives, collects or applies as interest any such excess, or if an acceleration of the maturities of any Notes or if any prepayment by Borrower results in Borrower having paid any interest in excess of the Maximum Rate, such amount which would be excessive interest shall be deemed applied to be a partial prepayment the reduction of the unpaid principal and treated hereunder as such; balance of the Notes for which such excess was received, collected or applied, and, if the principal amount balance of the Obligation such Note is paid in full, any remaining excess shall forthwith be paid to Borrower. All sums paid or agreed to be paid to Lenders for the use, forbearance or detention of the indebtedness evidenced by the Notes and/or this Agreement shall, to the extent permitted by applicable law, be amortized, prorated, allocated and spread throughout the full term of such indebtedness until payment in full so that the rate or amount of interest on account of such indebtedness does not exceed the Maximum Rate. In determining whether or not the interest paid or payable under any specific contingency exceeds interest calculated at the Maximum RateRate of interest permitted by law, Borrower and Lender Lenders shall, to the maximum extent permitted under applicable law, (i) characterize any nonprincipal non-principal payment as an expense, fee or premium premium, rather than as interest, ; and (ii) exclude voluntary prepayments and the effects effect thereof, ; and (iii) amortize, pro rate, allocate and spread, in equal parts, compare the total amount of interest contracted for, charged or received with the total amount of interest which could be contracted for, charged or received throughout the entire contemplated term of the Debentures; provided that, if the Debentures is paid and performed in full prior to the end of the full contemplated term thereof, and if the interest received for the actual period of existence thereof exceeds interest calculated Note at the Maximum Rate, Lender shall refund to Borrower the amount . For purposes of such excess or credit the amount of such excess against the principal amount Section 303 of the Debentures andTexas Finance Code, in such event, Lender shall not be subject to the extent applicable to any penalties Lender or Agent, Borrower agrees that the Maximum Rate shall be the “weekly ceiling” as defined in said Chapter, provided that such Lender or Agent, as applicable, may also rely, to the extent permitted by any applicable laws for contracting forof the State of Texas and the United States of America, charging, taking, reserving or receiving interest in excess on alternative maximum rates of interest calculated at under the Texas Finance Code or other laws applicable to such Lender or Agent from time to time if greater (the “Maximum Rate”).

Maximum Interest Rate. (a) Regardless No provision of this Agreement or any provision contained in any other Loan Document shall require the payment or the collection of the Loan Documents, Lender shall never be entitled to receive, collect or apply as interest on the Debentures any amount in excess of the maximum amount permitted by applicable law. If any excess of interest calculated at the Maximum Ratein such respect is hereby provided for, andor shall be adjudicated to be so provided, in any Loan Document or otherwise in connection with this loan transaction, the provisions of this Section shall govern and prevail and neither Borrower nor the sureties, guarantors, successors, or assigns of Borrower shall be obligated to pay the excess amount of such interest or any other excess sum paid for the use, forbearance, or detention of sums loaned pursuant hereto. In the event that Lender Bank ever receives, collects collects, or applies as interest any such excesssum, the such amount which would be excessive interest in excess of the maximum amount permitted by applicable law shall be deemed to be applied as a partial prepayment payment and reduction of the principal and treated hereunder as suchof the indebtedness evidenced by the Notes, at Bank's option; and, if the principal amount of the Obligation is Notes have been paid in full, any remaining excess shall forthwith be paid to Borrower. In determining whether or not the interest paid or payable under any specific contingency exceeds interest calculated at the Maximum Rate, Borrower and Lender Bank shall, to the maximum extent permitted under by applicable law, (ia) characterize any nonprincipal non-principal payment as an expense, fee fee, or premium rather than as interest, (iib) exclude voluntary prepayments and the effects thereof, and (iiic) amortize, pro rateprorate, allocate allocate, and spread, spread in equal parts, or unequal parts the total amount of interest throughout the entire contemplated term of the Debenturesindebtedness evidenced by the Notes, as applicable, so that interest for the entire term does not exceed the Maximum Rate; provided that, if the Debentures unpaid principal balance is paid and performed in full prior to the end of the full contemplated term thereof, and if the interest received for the actual period of existence thereof exceeds interest calculated at the Maximum Rate, Lender Bank shall refund to Borrower the amount of such excess or credit the amount of such excess against the principal amount of the Debentures and, in such event, Lender Bank shall not be subject to any penalties provided by any laws for contracting for, charging, receiving, taking, collecting, reserving or receiving applying interest in excess of interest calculated at the Maximum Rate.

Maximum Interest Rate. (a) Regardless No provision of this Agreement or of any provision contained in any other Loan Documents shall require the payment or the collection of the Loan Documentsinterest (including all fees, Lender shall never be entitled to receive, collect or apply charges and other amounts which are treated as interest on the Debentures any amount interest) in excess of interest calculated at the Maximum Rate. If any excess of interest in such respect is hereby provided for, andor shall be adjudicated to be so provided, in any other Loan Documents or otherwise in connection with this loan transaction, the provisions of this Section shall govern and prevail and neither Borrower nor the sureties, guarantors, successors, or assigns of Borrower shall be obligated to pay the excess amount of such interest or any other excess sum paid for the use, forbearance, or detention of sums loaned pursuant hereto. In the event that Agent, Issuing Bank or any Lender ever receives, collects collects, or applies as interest any such excesssum, the such amount which would be excessive interest in excess of the maximum amount permitted by applicable law shall be deemed to be applied as a partial prepayment payment and reduction of the principal and treated hereunder as suchof the indebtedness evidenced by the Notes; and, if the principal amount of the Obligation is Notes has been paid in full, any remaining excess shall forthwith be paid to Borrower. In determining whether or not the interest paid or payable under any specific contingency exceeds interest calculated at the Maximum Rate, Borrower and Lender Agent, Issuing Bank and Lenders shall, to the maximum extent permitted under by applicable law, (ia) characterize any nonprincipal non-principal payment as an expense, fee fee, or premium rather than as interest, (iib) exclude voluntary prepayments and the effects thereof, and (iiic) amortize, pro rateprorate, allocate allocate, and spread, spread in equal parts, or unequal parts the total amount of interest throughout the entire contemplated term of the Debentures; provided that, if indebtedness evidenced by the Debentures is paid and performed in full prior to the end of the full contemplated term thereof, and if the Notes so that interest received for the actual period of existence thereof exceeds interest calculated at the Maximum Rate, Lender shall refund to Borrower the amount of such excess or credit the amount of such excess against the principal amount of the Debentures and, in such event, Lender shall entire term does not be subject to any penalties provided by any laws for contracting for, charging, taking, reserving or receiving interest in excess of interest calculated at exceed the Maximum Rate.

Maximum Interest Rate. (a) Regardless of any provision contained in any of the Loan Documents---------------------- this Debenture, Lender shall never be entitled to receive, collect or apply as interest on the Debentures Debenture any amount in excess of interest calculated at the Maximum Rate, and, in the event that Lender ever receives, collects or applies as interest any such excess, the amount which would be excessive interest shall be deemed to be a partial prepayment of principal and treated hereunder as such; and, if the principal amount of the Obligation Debenture is paid in full, any remaining excess shall forthwith be paid to Borrower. In determining whether or not the interest paid or payable under any specific contingency exceeds interest calculated at the Maximum Rate, Borrower and Lender shall, to the maximum extent permitted under applicable law, (i) characterize any nonprincipal non principal payment as an expense, fee or premium rather than as interest, (ii) exclude voluntary prepayments and the effects thereof, and (iii) amortize, pro rate, allocate and spread, in equal parts, the total amount of interest throughout the entire contemplated term of the DebenturesDebenture; provided that, if the Debentures Debenture is paid and performed in full prior to the end of the full contemplated term thereof, and if the interest received for the actual period of existence thereof exceeds interest calculated at the Maximum Rate, Lender shall refund to Borrower the amount of such excess or credit the amount of such excess against the principal amount of the Debentures Debenture and, in such event, Lender shall not be subject to any penalties provided by any laws for contracting for, charging, taking, reserving or receiving interest in excess of interest calculated at the Maximum Rate.

Maximum Interest Rate. (a) Regardless It is the intention of each of Lender and Borrower to comply with all applicable federal and state Laws relating to usury; that is, laws limiting charges for the use, detention or forbearance of money and governing contracts relating thereto. Accordingly, this Loan Agreement and all agreements between Borrower and Lender, whether now existing or hereafter arising, are expressly limited so that in no event whatsoever, whether by reason of acceleration of the maturity of the Obligation, or otherwise, shall the amount paid or agreed to be paid to Lender for the use, forbearance or detention of the money to be loaned under the Note or otherwise, or for the performance or payment of any provision covenant or obligation contained herein or in any of the other Loan Documents, Lender shall never be entitled to receive, collect or apply as interest on the Debentures any amount in excess of interest calculated at Document exceed the Maximum Rate, and, in . In the event that Lender ever receives, collects collects, or applies as interest interest, any such excess, the excess amount which would be excessive interest interest, that amount shall be deemed treated as a principal prepayment under the Note and applied to be a partial prepayment reduce the outstanding principal balance of principal and treated hereunder as suchthe Note; andprovided that, if the principal amount of the Obligation Note is paid in full, any remaining excess shall forthwith be paid to Borrower. In determining whether or not the interest paid or payable payable, under any specific contingency contingency, exceeds interest calculated at the Maximum Rate, Borrower and Lender shall, to the maximum extent permitted under applicable law, (ia) characterize any nonprincipal payment as an expense, fee fee, or premium rather than as interest, (iib) exclude voluntary prepayments and the effects thereof, and (iiic) amortize, pro rate, allocate and spread, in equal parts, spread the total amount of interest throughout the entire contemplated term of the DebenturesNote; provided that, if the Debentures Note is paid and performed in full prior to the end of the full contemplated term thereofof the Note, and if the interest received by Lender for the actual period of existence thereof of the Note exceeds interest calculated at the Maximum Rate, Lender shall refund to Borrower the amount of such excess or credit the amount of such excess against the principal amount of the Debentures excess, and, in such event, Lender shall not be subject to any penalties provided by any laws for contracting for, charging, taking, reserving reserving, or receiving interest in excess of interest calculated at the Maximum Rate. To the extent that Lender is relying on the laws of the State of Texas for purposes of determining the Maximum Rate, such term shall mean the interest rate ceiling from time to time in effect as provided in Chapter 303 of the Texas Finance Code, as may be hereafter amended or recodified. To the extent United States federal law permits Lender to contract for, charge or receive a greater amount of interest, Lender will rely on United States federal law instead of Chapter 303 of the Texas Finance Code, as may be hereafter amended or recodified, for the purpose of determining the Maximum Rate. Additionally, to the extent permitted by applicable law now or hereafter in effect, Lender may, at its option and from time to time, implement any other method of computing the Maximum Rate under Chapter 303 of the Texas Finance Code, as may be hereafter amended or recodified, or under other applicable Law, by giving Borrower the notice required by applicable law now or hereafter in effect. In no event shall the Loan be considered a revolving credit account as defined in Chapter 346 of the Texas Finance Code, as may be hereafter amended or recodified. The terms and provisions of this Section 9.15 shall control and supersede every other provision of this Loan Agreement and of all agreements with respect to the Loan between Borrower and Lender in the event of a conflict in such provisions.

Maximum Interest Rate. (a) Regardless of any provision contained in any of the Loan Documents, neither Agent nor any Lender shall never ever be entitled to receive, collect collect, or apply as interest on the Debentures Notes any amount in excess of interest calculated at the Maximum Rate, and, in the event that any Agent or any Lender ever receives, collects collects, or applies as interest any such excess, the amount which would be excessive interest shall be deemed to be a partial prepayment of principal principal, and treated hereunder as such; and, if the principal amount of the Obligation is paid in full, any remaining excess shall forthwith be paid to Borrower. In determining whether or not the interest paid or payable under any specific contingency exceeds interest calculated at the Maximum Rate, Borrower and Lender Lenders shall, to the maximum extent permitted under applicable law, (ia) characterize any nonprincipal payment as an expense, fee fee, or premium premium, rather than as interest, ; (iib) exclude voluntary prepayments and the effects thereof, ; and (iiic) amortize, pro rateprorate, allocate allocate, and spread, in equal parts, the total amount of interest throughout the entire contemplated term of the DebenturesNote; provided that, if the Debentures is Notes are paid and performed in full prior to the end of the full contemplated term thereof, and if the interest received for the actual period of existence thereof exceeds interest calculated at the Maximum Rate, Lender Agent and Lenders shall refund to Borrower the amount of such excess excess, or credit the amount of such excess against the principal amount of the Debentures Notes, and, in such event, Lender Agent and Lenders shall not be subject to any penalties provided by any laws for contracting for, charging, taking, reserving reserving, or receiving interest in excess of interest calculated at the Maximum Rate.

Maximum Interest Rate. (a) Regardless of any provision contained in any of the Loan Documents, the Lender shall never be entitled to receive, collect or apply as interest on the Debentures Debenture any amount in excess of interest calculated at the Maximum Rate, and, in the event that the Lender ever receives, collects or applies as interest any such excess, the amount which would be excessive interest shall be deemed to be a partial prepayment of principal and treated hereunder as such; and, if the principal amount of the Obligation is paid in full, any remaining excess shall forthwith be paid to Borrower. In determining whether or not the interest paid or payable under any specific contingency exceeds interest calculated at the Maximum Rate, Borrower and the Lender shall, to the maximum extent permitted under applicable law, (i) characterize any nonprincipal payment as an expense, fee or premium rather than as interest, (ii) exclude voluntary prepayments and the effects thereof, and (iii) amortize, pro rate, allocate and spread, in equal parts, the total amount of interest throughout the entire contemplated term of the DebenturesDebenture; provided that, if the Debentures Debenture is paid and performed in full prior to the end of the full contemplated term thereof, and if the interest received for the actual period of existence thereof exceeds interest calculated at the Maximum Rate, the Lender shall refund to Borrower the amount of such excess or credit the amount of such excess against the principal amount of the Debentures Debenture and, in such event, the Lender shall not be subject to any penalties provided by any laws for contracting for, charging, taking, reserving or receiving interest in excess of interest calculated at the Maximum Rate.

Maximum Interest Rate. (a) Regardless No provision of this Agreement or of any provision contained other Loan Document shall require the payment or the collection of interest in excess of the maximum permitted by applicable law. If any excess of interest in such respect is hereby provided for, or shall be adjudicated to be so provided, in any Loan Document or otherwise in connection with this loan transaction, the provisions of this Section 10.13 shall govern and prevail and neither of the Companies nor the sureties, guarantors, successors, or assigns of any of the Loan DocumentsCompanies shall be obligated to pay the excess amount of such interest or any other excess sum paid for the use, Lender shall never be entitled to receiveforbearance, collect or apply as interest on the Debentures any amount in excess detention of interest calculated at the Maximum Rate, and, in sums loaned pursuant hereto. In the event that any Lender ever receives, collects collects, or applies as interest any such excesssum, the such amount which would be excessive interest in excess of the maximum amount permitted by applicable law shall be deemed to be applied as a partial prepayment payment and reduction of the principal and treated hereunder as suchof the indebtedness evidenced by the Notes; and, if the principal amount of the Obligation is Notes has been paid in full, any remaining excess shall forthwith be paid to Borrowerthe Borrowers. In determining whether or not the interest paid or payable under any specific contingency exceeds interest calculated at the Maximum Rate, Borrower the Borrowers and each Lender shall, to the maximum extent permitted under by applicable law, (i) characterize any nonprincipal payment as an expense, fee fee, or premium rather than as interest, (ii) exclude voluntary prepayments and the effects thereof, and (iii) amortize, pro rateprorate, allocate allocate, and spread, spread in equal parts, or unequal parts the total amount of interest throughout the entire contemplated term of the Debentures; provided that, if indebtedness evidenced by the Debentures is paid and performed in full prior to the end of the full contemplated term thereof, and if the Notes so that interest received for the actual period of existence thereof exceeds interest calculated at entire term does not exceed the Maximum Rate. Without limiting the generality of the foregoing, Lender if and to the extent necessary to ensure compliance with this Section 10.13, what would otherwise be the joint and several liability of a Borrower with respect to any Advances and any Notes shall refund instead be deemed to Borrower be the amount liability of such excess or credit the amount Borrower as a guarantor of payment of such excess against the principal amount Advances and not as a co-borrower of such Advances or as a co-maker of such Notes. In furtherance of the Debentures andforegoing, in such eventeach Borrower hereby irrevocable and unconditionally guarantees to the Administrative Agent and the Lenders the punctual payment and performance of the obligations of each other Borrower under the Loan Documents, Lender shall not be subject to any penalties provided by any laws for contracting for, charging, taking, reserving or receiving interest in excess including without limitations the timely payment of interest calculated at the Maximum RateObligations.

Maximum Interest Rate. (a) Regardless of any provision contained in any of the Loan Documents, Lender the Lenders shall never be entitled to receive, collect or apply as interest on the Debentures any amount in excess of interest calculated at the Maximum Rate, and, in the event that any Lender ever receives, collects or applies as interest any such excess, the amount which would be excessive interest shall be deemed to be a partial prepayment of principal and treated hereunder as such; and, if the principal amount of the Obligation is paid in full, any remaining excess shall forthwith be paid to Borrower. In determining whether or not the interest paid or payable under any specific contingency exceeds interest calculated at the Maximum Rate, Borrower and Lender the Lenders shall, to the maximum extent permitted under applicable law, (i) characterize any nonprincipal payment as an expense, fee or premium rather than as interest, ; (ii) exclude voluntary prepayments and the effects thereof, and (iii) amortize, pro rate, allocate and spread, in equal parts, the total amount of interest throughout the entire contemplated term of the Debentures; provided that, if the Debentures is are paid and performed in full prior to the end of the full contemplated term thereof, and if the interest received for the actual period of existence thereof exceeds interest calculated at the Maximum Rate, Lender the Lenders shall refund to Borrower the amount of such excess or credit the amount of such excess against the principal amount of the Debentures and, in such event, Lender the Lenders shall not be subject to any penalties provided by any laws for contracting for, charging, taking, reserving or receiving interest in excess of interest calculated at the Maximum Rate.

Maximum Interest Rate. (a) Regardless of any provision contained in any of the Loan Documents, Lender shall never be entitled to receive, collect collect, or apply as interest (whether termed interest herein or deemed to be interest by operation of law or judicial determination) on the Debentures Note any amount in excess of interest calculated at the Maximum Rate, and, in the event that any Lender ever receives, collects collects, or applies as interest any such excess, then the amount which would be excessive interest shall be deemed to be a partial prepayment of principal and treated hereunder as such; and, if the principal amount of the Obligation is paid in full, then any remaining excess shall forthwith be paid to BorrowerBorrowers. In determining whether or not the interest paid or payable under any specific contingency exceeds interest calculated at the Maximum Rate, Borrower Borrowers and Lender shall, to the maximum extent permitted under applicable law, : (ia) characterize any nonprincipal non-principal payment as an expense, fee fee, or premium rather than as interest, ; (iib) exclude voluntary prepayments and the effects thereof, ; and (iiic) amortize, pro rateprorate, allocate allocate, and spread, in equal parts, the total amount of interest throughout the entire contemplated term of the DebenturesNote; provided thatPROVIDED THAT, if the Debentures Note is paid and performed in full prior to the end of the full contemplated term thereof, and if the interest received for the actual period of existence thereof exceeds interest calculated at the Maximum Rate, then Lender shall refund to Borrower Borrowers the amount of such excess or credit the amount of such excess against the principal amount of the Debentures Note and, in such event, Lender shall not be subject to any penalties provided by any laws for contracting for, charging, taking, reserving reserving, or receiving interest in excess of interest calculated at the Maximum Rate.

Maximum Interest Rate. (a) Regardless of any provision contained in any of the Loan Documents, Lender The maximum total interest that Holder shall never be entitled to receivereceive pursuant to this Debenture shall not exceed the maximum rate permitted pursuant to applicable law. Borrower and Holder intend to comply at all times with applicable usury laws. Notwithstanding any provision of this Debenture, collect or apply as if at any time any applicable usury law would ever render usurious any amounts contemplated by this Debenture, it is Borrower’s and Xxxxxx's express intention that Borrower shall not be required to pay interest on the Debentures any amount pursuant to this Debenture at a rate in excess of the maximum lawful rate, that the provisions of this Section 8.1 of this Article Eight shall control any other inconsistent provisions of this Debenture, that such excess interest calculated shall be immediately credited pursuant to the principal balance of this Debenture (or, if this Debenture has been fully paid, refunded by Holder to Borrower), and the provisions hereof shall be immediately reformed and the amounts thereafter collectible pursuant to this Debenture reduced, without the necessity of the execution of any further documents, so as to comply with the then applicable law, but so as to permit the recovery of the fullest amount otherwise called for pursuant to this Debenture. Any such crediting or refund shall not cure or waive any default by Borrower pursuant to this Debenture. If at any time following any reduction in the Maximum Rateinterest rate payable by Borrower there remains unpaid any principal amount pursuant to this Debenture and the maximum interest rate allowed by applicable law is increased or eliminated, andthen the interest payable pursuant to this Debenture shall be readjusted, to the extent not prohibited by applicable law, so that the total dollar amount of interest payable pursuant to this Debenture shall be equal to the dollar amount of interest which would have been paid by Borrower without giving effect to the reduction in interest resulting from compliance with applicable usury laws. The term “applicable law” as used in this Debenture shall mean the laws of the State of Nevada, or federal law in the event that Lender ever receives, collects or applies as interest any such excess, the amount which would be excessive interest shall be deemed to be a partial prepayment of principal and treated hereunder as such; and, if the principal amount of the Obligation is paid in full, any remaining excess shall forthwith be paid to Borrower. In determining whether or not the interest paid or payable under any specific contingency exceeds interest calculated at the Maximum Rate, Borrower and Lender shall, to the maximum extent permitted under applicable federal law preempts Nevada law, (i) characterize any nonprincipal payment as an expense, fee or premium rather than as interest, (ii) exclude voluntary prepayments and the effects thereof, and (iii) amortize, pro rate, allocate and spread, in equal parts, the total amount of interest throughout the entire contemplated term of the Debentures; provided that, if the Debentures is paid and performed in full prior to the end of the full contemplated term thereof, and if the interest received for the actual period of existence thereof exceeds interest calculated at the Maximum Rate, Lender shall refund to Borrower the amount of such excess or credit the amount of such excess against the principal amount of the Debentures and, in such event, Lender shall not be subject to any penalties provided by any laws for contracting for, charging, taking, reserving or receiving interest in excess of interest calculated at the Maximum Rate.

Maximum Interest Rate. (a) Regardless of any provision contained herein, or in any of other documents or instruments executed in connection herewith, the Loan Documents, Lender Holder hereof shall never be entitled to receive, collect collect, or apply apply, as interest on the Debentures hereon, any amount in excess of interest calculated at the Maximum Rate, and, Highest Lawful Rate and in the event that Lender the Holder hereof ever receives, collects collects, or applies applies, as interest interest, any such excess, the such amount which would be excessive interest shall be deemed to be a partial prepayment of principal and treated hereunder as such; and, if the principal amount of the Obligation hereof is paid in full, any remaining excess shall forthwith be paid refunded to BorrowerMaker. In determining whether or not the interest paid or payable payable, under any specific contingency contingency, exceeds interest calculated at the Maximum Highest Lawful Rate, Borrower Maker and Lender the Holder hereof shall, to the maximum extent permitted under applicable law, (ia) characterize any nonprincipal payment as an expense, fee fee, or premium rather than as interest, (iib) exclude voluntary prepayments and the effects thereof, and (iiic) amortize, pro rate, allocate and spread, in equal parts, spread the total amount of interest throughout the entire contemplated term of the Debentureshereof; provided that, if the Debentures is paid and performed in full prior to the end of the full contemplated term thereof, and that if the interest received for the actual period of existence thereof hereof exceeds interest calculated at the Maximum Highest Lawful Rate, Lender the Holder hereof shall either apply or refund to Borrower Maker the amount of such excess or credit the amount of such excess against the principal amount of the Debentures andas herein provided, and in such event, Lender event the Holder hereof shall not be subject to any penalties provided by any laws for contracting for, charging, taking, reserving or receiving interest in excess of the Highest Lawful Rate. For purposes of this Note, the term "Highest Lawful Rate" shall mean, at any given time, the maximum nonusurious interest calculated at rate, if any, that may be contracted for or received on the Maximum Rateindebtedness evidenced by this Note under applicable federal and state laws.

Maximum Interest Rate. (a) Regardless of any provision contained in any of the Loan DocumentsDocument, neither Administrative Agent nor any Lender shall never ever be entitled to contract for, charge, take, reserve, receive, collect or apply apply, as interest on all or any part of the Debentures Obligations, any amount in excess of interest calculated at the Maximum Rate, and, in the event that Lender if Lenders ever receivesdo so, collects or applies as interest any then such excess, the amount which would be excessive interest excess shall be deemed to be a partial prepayment of principal and treated hereunder as such; and, if the principal amount of the Obligation is paid in full, such and any remaining excess shall forthwith be paid refunded to Borrower. In determining whether or not if the interest paid or payable under any specific contingency exceeds interest calculated at the Maximum Rate, Borrower and Lender Lenders shall, to the maximum extent permitted under applicable lawLaw, (ia) treat all Advances as but a single extension of credit (and Lenders and Borrower agree that such is the case and that provision herein for multiple Advances is for convenience only), (b) characterize any nonprincipal payment as an expense, fee fee, or premium rather than as interest, (iic) exclude voluntary prepayments and the effects thereof, and (iiid) amortize, pro rateprorate, allocate allocate, and spread, in equal parts, spread the total amount of interest throughout the entire contemplated term of the Debentures; provided thatObligations. However, if the Debentures is Obligations are paid and performed in full prior to the end of the full contemplated term thereof, and if the interest received for the actual period of existence thereof exceeds interest calculated at the Maximum RateAmount, Lender Lenders shall refund to Borrower the amount of such excess or credit the amount of such excess against the principal amount of the Debentures excess, and, in such event, Lender Lenders shall not not, to the extent permitted by Law, be subject to any penalties provided by any laws for contracting for, charging, taking, reserving reserving, or receiving interest in excess of interest calculated at the Maximum Amount. The "Maximum Rate" or the "Maximum Amount," mean the "weekly ceiling" from time to time in effect under Texas Finance Code ss. 303.305, as amended.

Maximum Interest Rate. (a) Regardless of any provision contained in any of the Loan DocumentsPapers, Lender Banks shall never be entitled to receive, collect or apply as interest on the Debentures Notes any amount in excess of interest calculated at the Maximum Rate, and, in the event that Lender any Bank ever receives, collects or applies as interest any such excess, the amount which would be excessive interest shall be deemed to be a partial prepayment of principal and treated hereunder as such; and, if the principal amount of the Obligation Obligations is paid in full, any remaining excess shall forthwith be paid to BorrowerCompany. In determining whether or not the interest paid or payable under any specific contingency exceeds interest calculated at the Maximum Rate, Borrower Company and Lender Banks shall, to the maximum extent permitted under applicable law, (i) characterize any nonprincipal payment as an expense, fee or premium rather than as interest, ; (ii) exclude voluntary prepayments and the effects thereof, ; and (iii) amortize, pro rateprorate, allocate and spread, in equal parts, the total amount of interest throughout the entire contemplated term of the DebenturesNotes so that the interest rate is uniform throughout the entire term; provided that, if the Debentures is Notes are paid and performed in full prior to the end of the full contemplated term thereof, and if the interest received for the actual period of existence thereof exceeds interest calculated at the Maximum Rate, Lender Banks shall refund to Borrower Company the amount of such excess or credit the amount of such excess against the principal amount of the Debentures Notes and, in such event, Lender Banks shall not be subject to any penalties provided by any laws for contracting for, charging, taking, reserving or receiving interest in excess of interest calculated at the Maximum Rate.

Maximum Interest Rate. (a) Regardless of any provision contained in any of the Loan Documents, Lender shall never be entitled to receive, collect collect, or apply as interest (whether termed interest herein or deemed to be interest by operation of law or judicial determination) on the Debentures Note any amount in excess of interest calculated at the Maximum Rate, and, in the event that any Lender ever receives, collects collects, or applies as interest any such excess, then the amount which would be excessive interest shall be deemed to be a partial prepayment of principal and treated hereunder as such; and, if the principal amount of the Obligation is paid in full, then any remaining excess shall forthwith be paid to BorrowerBorrowers. In determining whether or not the interest paid or payable under any specific contingency exceeds interest calculated at the Maximum Rate, Borrower Borrowers and Lender shall, to the maximum extent permitted under applicable law, : (ia) characterize any nonprincipal non-principal payment as an expense, fee fee, or premium rather than as interest, ; (iib) exclude voluntary prepayments and the effects thereof, ; and (iiic) amortize, pro rateprorate, allocate allocate, and spread, in equal parts, the total amount of interest throughout the entire contemplated term of the DebenturesNote; provided that, if the Debentures Note is paid and performed in full prior to the end of the full contemplated term thereof, and if the interest received for the actual period of existence thereof exceeds interest calculated at the Maximum Rate, then Lender shall refund to Borrower REVOLVING CREDIT AGREEMENT - PAGE 43 -------------------------- (GAINSCO/Bank One) 45 Borrowers the amount of such excess or credit the amount of such excess against the principal amount of the Debentures Note and, in such event, Lender shall not be subject to any penalties provided by any laws for contracting for, charging, taking, reserving reserving, or receiving interest in excess of interest calculated at the Maximum Rate.

Maximum Interest Rate. (a) Regardless No provision of this Agreement or of ---------------------- any provision contained in any other Loan Document shall require the payment or the collection of the Loan Documents, Lender shall never be entitled to receive, collect or apply as interest on the Debentures any amount in excess of the maximum amount permitted by applicable law. If any excess of interest calculated at the Maximum Ratein such respect is hereby provided for, andor shall be adjudicated to be so provided, in any Loan Document or otherwise in connection with this loan transaction, the provisions of this Section shall govern and prevail and neither the Borrower nor the sureties, guarantors, successors, or assigns of the Borrower shall be obligated to pay the excess amount of such interest or any other excess sum paid for the use, forbearance, or detention of sums loaned pursuant hereto. In the event that Lender any Bank ever receives, collects collects, or applies as interest any such excesssum, the such amount which would be excessive interest in excess of the maximum amount permitted by applicable law shall be deemed to be applied as a partial prepayment payment and reduction of the principal and treated hereunder as suchof the indebtedness evidenced by the Notes; and, if the principal amount of the Obligation is Notes has been paid in full, any remaining excess shall forthwith be paid to the Borrower. In determining whether or not the interest paid or payable under any specific contingency exceeds interest calculated at the Maximum Rate, the Borrower and Lender each Bank shall, to the maximum extent permitted under by applicable law, (ia) characterize any nonprincipal non-principal payment as an expense, fee fee, or premium rather than as interest, (iib) exclude voluntary prepayments and the effects thereof, and (iiic) amortize, pro rateprorate, allocate allocate, and spread, spread in equal parts, or unequal parts the total amount of interest throughout the entire contemplated term of the Debentures; provided that, if indebtedness evidenced by the Debentures is paid and performed in full prior to the end of the full contemplated term thereof, and if the Notes so that interest received for the actual period of existence thereof exceeds interest calculated at entire term does not exceed the Maximum Rate, Lender shall refund to Borrower the amount of such excess or credit the amount of such excess against the principal amount of the Debentures and, in such event, Lender shall not be subject to any penalties provided by any laws for contracting for, charging, taking, reserving or receiving interest in excess of interest calculated at the Maximum Rate. Section 14.14.

Maximum Interest Rate. (a) Regardless of any provision contained in any of the Loan Documents, Lender Bank shall never be entitled to receive, collect or apply as interest on the Debentures Notes or any obligation hereunder any amount in excess of interest calculated at the Maximum Rate, and, in the event that Lender ever Bank receives, collects or applies as interest any such excess, the amount which would be excessive interest shall be deemed to be a partial prepayment of principal and treated hereunder as such; and, if the principal amount of the Obligation Obligations is paid in full, any remaining excess shall forthwith be paid to Borrower. In determining whether or not the interest paid or payable under any specific contingency exceeds interest calculated at the Maximum Rate, Borrower and Lender Bank shall, to the maximum extent permitted under applicable law, (i) characterize any nonprincipal payment as an expense, fee or premium rather than as interest, ; (ii) exclude voluntary prepayments and the effects thereof, ; and (iii) amortize, pro rateprorate, allocate and spread, in equal parts, the total amount of interest throughout the entire contemplated term of the DebenturesNotes so that the interest rate is uniform throughout the entire term; provided that, if the Debentures is Notes are paid and performed in full prior to the end of the full contemplated term thereof, and if the interest received for the actual period of existence thereof exceeds interest calculated at the Maximum Rate, Lender Bank shall refund to Borrower the amount of such excess or credit the amount of such excess against the principal amount of the Debentures Notes and, in such event, Lender Bank shall not be subject to any penalties provided by any laws for contracting for, charging, taking, reserving or receiving interest in excess of interest calculated at the Maximum Rate.

Maximum Interest Rate. (a) Regardless No provision of this Agreement or of any provision contained in any other Loan Documents shall require the payment or the collection of the Loan Documents, Lender shall never be entitled to receive, collect or apply as interest on the Debentures any amount in excess of interest calculated at the Maximum Rate. If any excess of interest in such respect is hereby provided for, andor shall be adjudicated to be so provided, in any other Loan Documents or otherwise in connection with this loan transaction, the provisions of this Section shall govern and prevail and neither either Borrower nor the sureties, guarantors, successors, or assigns of either Borrower shall be obligated to pay the excess amount of such interest or any other excess sum paid for the use, forbearance, or detention of sums loaned pursuant hereto. In the event that Agent, US Issuing Bank, Cdn. Issuing Bank or any Lender ever receives, collects collects, or applies as interest any such excesssum, the such amount which would be excessive interest in excess of the maximum amount permitted by applicable law shall be deemed to be applied as a partial prepayment payment and reduction of the principal and treated hereunder as suchof the indebtedness evidenced by the Notes; and, if the principal amount of the Obligation is Notes has been paid in full, any remaining excess shall forthwith be paid to the Applicable Borrower. In determining whether or not the interest paid or payable under any specific contingency exceeds interest calculated at the Maximum Rate, the Borrower and Lender Agent, US Issuing Bank, Cdn. Issuing Bank and Lenders shall, to the maximum extent permitted under by applicable law, (ia) characterize any nonprincipal non-principal payment as an expense, fee fee, or premium rather than as interest, (iib) exclude voluntary prepayments and the effects thereof, and (iiic) amortize, pro rateprorate, allocate allocate, and spread, spread in equal parts, or unequal parts the total amount of interest throughout the entire contemplated term of the Debentures; provided that, if indebtedness evidenced by the Debentures is paid and performed in full prior to the end of the full contemplated term thereof, and if the Notes so that interest received for the actual period of existence thereof exceeds interest calculated at the Maximum Rate, Lender shall refund to Borrower the amount of such excess or credit the amount of such excess against the principal amount of the Debentures and, in such event, Lender shall entire term does not be subject to any penalties provided by any laws for contracting for, charging, taking, reserving or receiving interest in excess of interest calculated at exceed the Maximum Rate.

Maximum Interest Rate. (a) Regardless of any provision contained in any of the Loan Documents, Lender shall never be entitled to contract for, charge, receive, collect or apply as interest on the Debentures Note any amount in excess of interest calculated at the Maximum Rate, and, in the event that Lender ever receives, collects or applies as interest any such excess, the amount which would be excessive interest shall be deemed to be a partial prepayment of principal and treated hereunder as such; and, if if, the principal amount of the Obligation Note is paid in full, any remaining excess shall forthwith be paid to Borrower. In determining whether or not the interest paid or payable under any specific contingency exceeds interest calculated at the Maximum Rate, Borrower and Lender shall, to the maximum extent permitted under applicable lawLaw, (i) characterize any nonprincipal non-principal payment as an expense, fee or premium rather than as interest, (ii) exclude voluntary and mandatory prepayments and the effects thereof, and (iii) amortize, pro rateprorate, allocate and spread, in equal parts, spread the total amount of interest throughout the entire contemplated term of the DebenturesNote; provided that, if the Debentures is Note are paid and performed in full prior to the end of the full contemplated term thereof, and if the interest received for the actual period of existence thereof exceeds interest calculated at the Maximum Rate, Lender shall refund to Borrower the amount of such excess or credit the amount of such excess against the principal amount of the Debentures Note and, in such event, Lender shall not be subject to any penalties provided by any laws Laws for contracting for, charging, taking, reserving or receiving interest in excess of interest calculated at the Maximum Rate.

Maximum Interest Rate. (a) Regardless of any provision contained in any of the Loan Documents, Lender shall never be entitled to receive, collect or apply as interest on the Debentures any amount in excess of interest calculated at the Maximum Rate, and, in the event that Lender ever receives, collects or applies as interest any such excess, the amount which would be excessive interest shall be deemed to be a partial prepayment of principal and treated hereunder as such; and, if the principal amount of the Obligation is paid in full, any remaining excess shall forthwith be paid to Borrower. In determining whether or not the interest paid or payable under any specific contingency exceeds interest calculated at the Maximum Rate, Borrower and Lender shall, to the maximum extent permitted under applicable law, (i) characterize any nonprincipal payment as an expense, fee or premium rather than as interest, (ii) exclude voluntary prepayments and the effects thereof, and (iii) amortize, pro rate, allocate and spread, in equal parts, the total amount of interest throughout the entire contemplated term of the Debentures; provided that, if the Debentures is paid and performed in full prior to the end of the full contemplated term thereof, and if the interest received for the actual period of existence thereof exceeds interest calculated at the Maximum Rate, Lender shall refund to Borrower the amount of such excess or credit the amount of such excess against the principal amount of the Debentures and, in such event, Lender shall not be subject to any penalties provided by any laws for contracting for, charging, taking, reserving or receiving interest in excess of interest calculated at the Maximum Rate.. (b) “Maximum Rate” shall mean, on any day, the highest nonusurious rate of interest permitted by applicable law on such day that, at any time or from time to time, may be contracted for, taken, reserved, charged or received on the Indebtedness evidenced by the Debentures under the laws which are presently in effect of the United States of America and the laws of any other jurisdiction which are or may be applicable to the holder of the Debentures and such Indebtedness or, to the extent permitted by law, under such applicable laws of the United States of America and the laws of any other jurisdiction which are or may be applicable to the holder of the Debentures and which may hereafter be in effect and which allow a higher maximum nonusurious interest rate than applicable laws now allow. Section 11.07

Maximum Interest Rate. It is the intention of Lender, --------------------- Borrower, the Guarantor, and all other parties to the Loan to conform to and contract in strict compliance with applicable usury laws from time-to-time in effect. All agreements between Lender or any other holder of the Note and Borrower (a) Regardless of or any provision contained in any of other party liable with respect to indebtedness under the Loan Documents) are hereby limited by this provision, Lender which shall never control and override all such agreements. In no way, nor in any event or contingency (including, but not limited to, prepayment, default, demand for payment, or the acceleration of maturity of any Obligations, or the recharacterization of any application fee, loan commitment fees, additional commitment fees, or origination fees as interest), shall the interest taken, reserved, contracted for, charged or received under the Note, or otherwise, exceed the Maximum Rate. If, from any possible construction of any document, interest would otherwise be entitled to receive, collect or apply as interest on the Debentures any amount payable in excess of interest calculated at the Maximum Rate, and, in the event that Lender ever receives, collects or applies as interest any such excess, the amount which would be excessive interest construction shall be deemed subject to this provision, and such document shall be a partial prepayment of principal automatically reformed, and treated hereunder as such; and, if the principal amount of the Obligation is paid in full, any remaining excess shall forthwith be paid to Borrower. In determining whether or not the interest paid or payable under any specific contingency exceeds interest calculated at shall be automatically reduced to the Maximum Rate, Borrower and Lender shall, to the maximum extent Rate permitted under applicable law, (i) characterize any nonprincipal payment as an expense, fee or premium rather than as interest, (ii) exclude voluntary prepayments and without the effects thereof, and (iii) amortize, pro rate, allocate and spread, in equal parts, the total amount of interest throughout the entire contemplated term necessity of the Debentures; provided that, if execution of any amendment or new document. If Lender or the Debentures is paid and performed in full prior to the end holder of the full contemplated term thereofNote shall ever receive any thing of value that is characterized as interest under applicable law and that would apart from this provision, and if the interest received for the actual period be in excess of existence thereof exceeds interest calculated at the Maximum Rate, Lender shall refund an amount equal to the amount that would have been excessive interest shall, without penalty, be applied to the reduction of the principal amount owing on the Note in the inverse order of its maturity and not to the payment of interest, or refunded to Borrower or the other payor thereof if and to the extent such amount, which would have been excessive, exceeds such unpaid principal. The right to accelerate the maturity of the Note, or any other indebtedness, does not include the right to accelerate any interest that has not otherwise accrued on the date of such acceleration, and the Lender or the holder thereof does not intend to charge or receive any unearned interest in the event of acceleration. All interest paid or agreed to be paid to the Lender or the holder of the Note shall, to the extent permitted by applicable law, be amortized, prorated, allocated and spread throughout the full stated term (including any renewal or extension) of the Note so that the amount of such excess or credit the amount interest on account of such excess against the principal amount of the Debentures and, in such event, Lender shall indebtedness does not be subject to any penalties provided by any laws for contracting for, charging, taking, reserving or receiving interest in excess of interest calculated at exceed the Maximum Rate. As used in this paragraph, the term "applicable law" shall mean the laws of the State of Texas or the federal laws of the United States of America, which ever laws allow the greater h laws now exist may be changed or amended or come in effect in the future.

Maximum Interest Rate. (a) Regardless of any provision provisions contained in this Agreement or in any of other documents and instruments referred to herein, the Loan Documents, Lender Lenders shall never be deemed to have contracted for or be entitled to receive, collect or apply as interest on the Debentures Notes any amount in excess of interest calculated at the Maximum Rate, and, and in the event that Lender Lenders ever receives, collects or applies as interest any such excess, of if an acceleration of the maturity of the Notes or if any prepayment by Borrower results in Borrower having paid any interest in excess of the Maximum Rate, such amount which would be excessive interest shall be deemed applied to be a partial prepayment the reduction of the unpaid principal and treated hereunder as such; balance of the Notes for which such excess was received, collected or applied, and, if the principal amount balance of the Obligation is Notes are paid in full, any remaining excess shall forthwith be paid to Borrower. All sums paid or agreed to be paid to the Lenders for the use, forbearance or detention of the indebtedness evidenced by the Notes and/or this Agreement shall, to the extent permitted by applicable law, be amortized, prorated, allocated and spread throughout the full term of such indebtedness until payment in full so that the rate or amount of interest on account of such indebtedness does not exceed the Maximum Rate. In determining whether or not the interest paid or payable under any specific contingency exceeds interest calculated at the Maximum RateRate of interest permitted by law, Borrower and Lender the Lenders shall, to the maximum extent permitted under applicable law, (i) characterize any nonprincipal non-principal payment as an expense, fee or premium premium, rather than as interest, ; (ii) exclude voluntary prepayments and the effects effect thereof, ; and (iii) amortize, pro rate, allocate and spread, in equal parts, compare the total amount of interest contracted for, charged or received with the total amount of interest which could be contracted for, charged or received throughout the entire contemplated term of the Debentures; provided that, if the Debentures is paid and performed in full prior to the end of the full contemplated term thereof, and if the interest received for the actual period of existence thereof exceeds interest calculated at the Maximum Rate, Lender shall refund to Borrower the amount of such excess or credit the amount of such excess against the principal amount of the Debentures and, in such event, Lender shall not be subject to any penalties provided by any laws for contracting for, charging, taking, reserving or receiving interest in excess of interest calculated Notes at the Maximum Rate.

Maximum Interest Rate. (a) Regardless of any provision contained in any of the Loan Documentsherein, Lender Payee shall never be entitled to contract for, charge, take, reserve, receive, collect or apply apply, as interest on the Debentures this note any amount in excess of interest calculated at the Maximum RateHighest Lawful Rate (as hereinafter defined). If Payee ever contracts for, andcharges, in the event that Lender ever takes, reserves, receives, collects or applies as interest any such excess, the amount which would be excessive interest it shall be deemed to be a partial prepayment of principal and treated hereunder as such; and, if the principal amount of the Obligation hereof is paid in full, any remaining excess shall forthwith promptly be paid to BorrowerMaker. In determining whether or not the interest paid or payable under any specific contingency exceeds interest calculated at the Maximum Highest Lawful Rate, Borrower Maker and Lender Payee shall, to the maximum extent permitted under applicable lawLaw, (ia) characterize any nonprincipal non-principal payment as an expense, fee fee, or premium rather than as interest, (iib) exclude voluntary prepayments and the effects thereof, and (iiic) amortize, pro rate, allocate and "spread, in equal parts, " the total amount of interest throughout the entire contemplated term of the Debentureshereof; provided that, if the Debentures principal hereof is paid and performed in full prior to the end of the full contemplated term thereofhereof, and if the interest received for the actual period of existence thereof exceeds interest calculated at the Maximum Highest Lawful Rate, Lender Payee shall refund to Borrower the amount of such excess or credit the amount of such excess against the principal amount of the Debentures excess, and, in such event, Lender Payee shall not be subject to any penalties provided by any laws Laws for contracting for, charging, taking, reserving reserving, or receiving interest in excess of the Highest Lawful Rate. As used herein, the term "Highest Lawful Rate" means the maximum rate of interest (or, if the context requires, an amount calculated at such rate) which Payee is allowed to contract for, charge, take, reserve, or receive under applicable federal or state (whichever is higher) law from time to time in effect after biking into account, to the Maximum Rateextent required by applicable federal or state (whichever is higher) law from time to time in effect, any and all relevant payments or charges under this note.

Maximum Interest Rate. (a) Regardless No provision of this Agreement or any provision contained other Loan Document shall require the payment or the collection of interest in excess of the maximum amount permitted by applicable law. If any excess of interest in such respect is hereby provided for, or shall be adjudicated to be so provided, in any Loan Document or otherwise in connection with this loan transaction, the provisions of this Section shall govern and prevail and neither the Borrower nor the sureties, guarantors, successors, or assigns of the Borrower shall be obligated to pay the excess amount of such interest or any other excess sum paid for the use, forbearance, or detention of sums loaned pursuant hereto. In the event any of the Loan DocumentsAgent, Lender shall never be entitled to receive, collect the Issuing Bank or apply as interest on the Debentures any amount in excess of interest calculated at the Maximum Rate, and, in the event that Lender Banks ever receives, collects collects, or applies as interest any such excesssum, the such amount which would be excessive interest in excess of the maximum amount permitted by applicable law shall be deemed to be applied as a partial prepayment payment and reduction of the principal and treated hereunder as suchof the indebtedness evidenced by the Revolving Credit Notes; and, if the principal amount of the Obligation is Revolving Credit Notes has been paid in full, any remaining excess shall forthwith be paid to the Borrower. In determining whether or not the interest paid or payable under any specific contingency exceeds interest calculated at the Maximum Rate, the Borrower and Lender the Agent, the Issuing Bank and the Banks shall, to the maximum extent permitted under by applicable law, (ia) characterize any nonprincipal non-principal payment as an expense, fee fee, or premium rather than as interest, (iib) exclude voluntary prepayments and the effects thereof, and (iiic) amortize, pro rateprorate, allocate allocate, and spread, spread in equal parts, or unequal parts the total amount of interest throughout the entire contemplated term of the Debentures; provided that, if indebtedness evidenced by the Debentures is paid and performed in full prior to the end of the full contemplated term thereof, and if the Revolving Credit Notes so that interest received for the actual period of existence thereof exceeds interest calculated at the Maximum Rate, Lender shall refund to Borrower the amount of such excess or credit the amount of such excess against the principal amount of the Debentures and, in such event, Lender shall entire term does not be subject to any penalties provided by any laws for contracting for, charging, taking, reserving or receiving interest in excess of interest calculated at exceed the Maximum Rate.

Maximum Interest Rate. (a) Regardless of any provision contained in any of the Loan Documents, Lender Lenders shall never be entitled to receive, collect or apply as interest on the Debentures any amount in excess of interest calculated at the Maximum Rate, and, in the event that Lender any Lenders ever receives, collects or applies as interest any such excess, the amount which would be excessive interest shall be deemed to be a partial prepayment of principal and treated hereunder as such; and, if the principal amount of the Obligation is paid in full, any remaining excess shall forthwith be paid to Borrower. In determining whether or not the interest paid or payable under any specific contingency exceeds interest calculated at the Maximum Rate, Borrower and Lender Lenders shall, to the maximum extent permitted under applicable law, (i) characterize any nonprincipal non-principal payment as an expense, fee or premium rather than as interest, ; (ii) exclude voluntary prepayments and the effects thereof, and (iii) amortize, pro rate, allocate and spread, in equal parts, the total amount of interest throughout the entire contemplated term of the Debentures; provided that, if the Debentures is are paid and performed in full prior to the end of the full contemplated term thereof, and if the interest received for the actual period of existence thereof exceeds interest calculated at the Maximum Rate, Lender Lenders shall refund to Borrower the amount of such excess or credit the amount of such excess against the principal amount of the Debentures and, in such event, Lender Lenders shall not be subject to any penalties provided by any laws for contracting for, charging, taking, reserving or receiving interest in excess of interest calculated at the Maximum Rate.. ------------------------------------------------------------------------------- 29 AGREEMENT (CONTINUED) -------------------------------------------------------------------------------

Maximum Interest Rate. (a) Regardless of any provision contained in any of the Loan Documents, Lender Bank shall never be entitled to receive, collect collect, or apply as interest on the Debentures Note any amount in excess of interest calculated at the Maximum Rate, and, in the event that Lender Bank ever receives, collects collects, or applies as interest any such excess, then the amount which would be excessive interest shall be deemed to be a partial prepayment of the principal and treated hereunder as such; and, if the principal amount of the Obligation is paid in full, then any remaining excess shall forthwith be paid to Borrower. In determining whether or not the interest paid or payable under any specific contingency exceeds interest calculated at the Maximum Rate, Borrower and Lender Bank shall, to the maximum extent permitted under applicable law, (ia) characterize any nonprincipal non-principal payment as an expense, fee fee, or premium rather than as interest, (iib) exclude voluntary prepayments and the effects thereof, and (iiic) amortize, pro rateprorate, allocate allocate, and spread, in equal parts, the total amount of interest throughout the entire contemplated term of the DebenturesNote; provided that, that if the Debentures Note is paid and performed in full prior to the end of the full contemplated term thereof, and if the interest received for the actual period of existence thereof exceeds interest calculated at the Maximum Rate, Lender then Bank shall refund to Borrower the amount of such excess or credit the amount of such excess against the principal amount of the Debentures Note and, in such event, Lender Bank shall not be subject to any penalties provided by any laws for contracting for, charging, taking, reserving or receiving interest in excess of interest calculated at the Maximum Rate.by

Maximum Interest Rate. (a) Regardless of any provision contained in any of the Loan Documents, Lender shall never be entitled to receive, collect collect, or apply as interest (whether termed interest herein or deemed to be interest by operation of law or judicial determination) on the Debentures Notes any amount in excess of interest calculated at the Maximum Lawful Rate, and, in the event that Lender ever receives, collects collects, or applies as interest any such excess, then the amount which would be excessive interest shall be deemed to be a partial prepayment of principal and treated hereunder as such; and, if the principal amount of the Obligation is paid in full, then any remaining excess shall forthwith be paid to Borrower. In determining whether or not the interest paid or payable under any specific contingency exceeds interest calculated at the Maximum Lawful Rate, Borrower and Lender shall, to the maximum extent permitted under applicable law, : (ia) characterize any nonprincipal non-principal payment as an expense, fee fee, or premium rather than as interest, ; (iib) exclude voluntary prepayments and the effects thereof, ; and (iiic) amortize, pro rateprorate, allocate allocate, and spread, in equal parts, the total amount of interest throughout the entire contemplated term of the DebenturesNotes; provided that, if the Debentures is Notes are paid and performed in full prior to the end of the full contemplated term thereof, and if the interest received for the actual period of existence thereof exceeds interest calculated at the Maximum Lawful Rate, then Lender shall refund to Borrower the amount of such excess or credit the amount of such excess against the principal amount of the Debentures Notes and, in such event, Lender shall not be subject to any penalties provided by any laws for contracting for, charging, taking, reserving reserving, or receiving interest in excess of interest calculated at the Maximum Lawful Rate.. Tenth Amendment to Loan Agreement and Other Loan Documents

Maximum Interest Rate. (a) Regardless of any provision provisions contained in this Agreement or in any of other documents and instruments referred to herein, the Loan Documents, Lender Lenders shall never be deemed to have contracted for or be entitled to receive, collect or apply as interest on the Debentures Notes any amount in excess of interest calculated at the Maximum Rate, and, and in the event that any Lender ever receives, collects or applies as interest any such excess, or if an acceleration of the maturities of any Notes or if any prepayment by the Borrowers results in the Borrowers having paid any interest in excess of the Maximum Rate, such amount which would be excessive interest shall be deemed applied to be a partial prepayment the reduction of the unpaid principal and treated hereunder as such; balance of the Notes for which such excess was received, collected or applied, and, if the principal amount balance of the Obligation such Note is paid in full, any remaining excess shall forthwith be paid to Borrowerthe Borrowers. All sums paid or agreed to be paid to the Lenders for the use, forbearance or detention of the indebtedness evidenced by the Notes and/or this Agreement shall, to the extent permitted by applicable law, be amortized, prorated, allocated and spread throughout the full term of such indebtedness until payment in full so that the rate or amount of interest on account of such indebtedness does not exceed the Maximum Rate. In determining whether or not the interest paid or payable under any specific contingency exceeds interest calculated at the Maximum RateRate of interest permitted by law, Borrower the Borrowers and Lender the Lenders shall, to the maximum extent permitted under applicable law, (i) characterize any nonprincipal non-principal payment as an expense, fee or premium premium, rather than as interest, ; and (ii) exclude voluntary prepayments and the effects effect thereof, ; and (iii) amortize, pro rate, allocate and spread, in equal parts, compare the total amount of interest contracted for, charged or received with the total amount of interest which could be contracted for, charged or received throughout the entire contemplated term of the Debentures; provided that, if the Debentures is paid and performed in full prior to the end of the full contemplated term thereof, and if the interest received for the actual period of existence thereof exceeds interest calculated Note at the Maximum Rate, Lender shall refund to Borrower the amount . For purposes of such excess or credit the amount of such excess against the principal amount Section 303 of the Debentures andTexas Finance Code, in such event, Lender shall not be subject to the extent applicable to any penalties Lender or Agent, Borrowers agree that the "Maximum Rate" shall be the "weekly ceiling" as defined in said Chapter, provided that such Lender or Agent, as applicable, may also rely, to the extent permitted by any applicable laws for contracting forof the State of Texas and the United States of America, charging, taking, reserving or receiving interest in excess on alternative maximum rates of interest calculated at under the Maximum RateTexas Finance Code or other laws applicable to such Lender or Agent from time to time if greater.

Maximum Interest Rate. Notwithstanding anything to the contrary contained in the Revolving Credit Note or this Agreement, the Borrowers shall not be obligated to pay, and Lender shall not be entitled to charge, collect, receive, reserve, or take interest (ait being understood that interest shall be calculated as the aggregate of all charges which constitute interest under applicable law that are contracted for, charged, reserved, received, or paid) Regardless in excess of the maximum rate permitted by law. During any period of time in which the interest rates specified herein exceed the maximum rate permitted by law, interest shall accrue and be payable at such maximum rate. If from any circumstances whatsoever, fulfillment of any provision contained in of the Revolving Credit Note, or this Agreement or of any other document pertaining hereto or thereto, shall involve transcending the limit of validity prescribed by law for the collection or charging of interest, then ipso facto, the obligation to be fulfilled shall be reduced to the limit of such validity, and if from any such circumstances Lender shall ever receive anything of value as interest or deemed interest by applicable law under the Revolving Credit Note, this Agreement, any of the Loan Documentsother Credit Documents or any other document pertaining hereto, Lender shall never be entitled to receivethereto or otherwise an amount that would exceed the maximum rate permitted by law, collect or apply as interest on the Debentures any such amount in excess of interest calculated at the Maximum Rate, and, in the event that Lender ever receives, collects or applies as interest any such excess, the amount which would be excessive interest shall be deemed applied to be a partial prepayment the reduction of principal and treated hereunder as such; and, if the principal amount owing under the Revolving Credit Note or on account of any other indebtedness of the Obligation is paid in fullBorrowers to Lender, any remaining and not to the payment of interest, or if such excessive interest exceeds the unpaid balance of principal of such indebtedness, such excess shall forthwith be paid refunded to Borrowerthe Borrowers. In determining whether or not the interest paid or payable with respect to any indebtedness of the Borrowers to Lender, under any specific contingency specified contingency, exceeds interest calculated at the Maximum Ratemaximum rate permitted by law, Borrower the Borrowers and Lender shall, to the maximum extent permitted under by applicable law, (ia) characterize any nonprincipal non-principal payment as an expense, fee or premium rather than as interest, (iib) exclude voluntary prepayments and the effects thereof, and (iiic) amortize, pro rateprorate, allocate allocate, and spread, in equal parts, spread the total amount of interest throughout the entire contemplated actual term of such indebtedness such that it does not exceed the Debentures; provided thatmaximum amount permitted by applicable law, if the Debentures is paid and performed in full prior and/or (d) allocate interest between portions of such indebtedness, to the end of the full contemplated term thereof, and if the that no such portion shall bear interest received for the actual period of existence thereof exceeds interest calculated at the Maximum Rate, Lender shall refund to Borrower the amount of such excess or credit the amount of such excess against the principal amount of the Debentures and, in such event, Lender shall not be subject to any penalties provided a rate greater than that permitted by any laws for contracting for, charging, taking, reserving or receiving interest in excess of interest calculated at the Maximum Rateapplicable law.

Maximum Interest Rate. (a) Regardless of any provision contained in any of the Loan Documents, Lender shall never be entitled to receive, collect or apply as interest on the Debentures Note any amount in excess of interest calculated at the Maximum Rate, and, in the event that any Lender ever receives, collects or applies as interest any such excess, the amount which would be excessive interest shall be deemed to be a partial prepayment of principal and treated hereunder as such; and, if the principal amount of the Obligation is paid in full, any remaining excess shall forthwith be paid to Borrower. In determining whether or not the interest paid or payable under any specific contingency exceeds interest calculated at the Maximum Rate, Borrower and Lender shall, to the maximum extent permitted under applicable law, (i) characterize any nonprincipal payment as an expense, fee or premium rather than as interest, ; (ii) exclude voluntary prepayments and the effects thereof, ; and (iii) amortize, pro rateprorate, allocate and spread, in equal parts, the total amount of interest throughout the entire contemplated term of the DebenturesNote; provided that, if the Debentures Note is paid and performed in full prior to the end of the full contemplated term thereof, and if the interest received for the actual period of existence thereof exceeds interest calculated at the Maximum Rate, Lender shall refund to Borrower the amount of such excess or credit the amount of such excess against the principal amount of the Debentures Note and, in such event, Lender shall not be subject to any penalties provided by any laws for contracting for, charging, taking, reserving or receiving interest in excess of interest calculated at the Maximum Rate.

Maximum Interest Rate. (a) Regardless of any provision provisions contained in this Agreement or in any of other documents and instruments referred to herein, the Loan Documents, Lender Lenders shall never be deemed to have contracted for or be entitled to receive, collect or apply as interest on the Debentures Notes or any other obligations arising pursuant hereto any amount in excess of the maximum rate of interest calculated at the Maximum Ratepermitted to be charged by applicable law, and, and in the event that any Lender ever receives, collects or applies as interest any such excess, if an acceleration of the maturity of the Notes or if any prepayment by Borrower results in Borrower having paid any interest in excess of the maximum rate, such amount which would be excessive interest shall be deemed applied to be a partial prepayment the reduction of the unpaid principal and treated hereunder as such; balance of the Notes or other obligations for which such excess was received, collected or applied, and, if the principal amount balance of the Obligation such Note or other obligations is paid in full, any remaining excess shall forthwith be paid to Borrower. All sums paid or agreed to be paid to the Lenders for the use, forbearance or detention of the indebtedness evidenced by the Notes and/or this Agreement shall, to the extent permitted by applicable law, be amortized, prorated, allocated and spread throughout the full term of such indebtedness until payment in full so that the rate or amount of interest on account of such indebtedness does not exceed the maximum lawful rate permitted under applicable law. In determining whether or not the interest paid or payable under any specific contingency exceeds the maximum rate of interest calculated at the Maximum Ratepermitted by law, Borrower and Lender the Lenders shall, to the maximum extent permitted under applicable law, (i) characterize any nonprincipal non-principal payment as an expense, fee or premium premium, rather than as interest, ; and (ii) exclude voluntary prepayments and the effects effect thereof, ; and (iii) amortize, pro rate, allocate and spread, in equal parts, compare the total amount of interest contracted for, charged or received with the total amount of interest which could be contracted for, charged or received throughout the entire contemplated term of the Debentures; provided that, if the Debentures is paid and performed in full prior to the end of the full contemplated term thereof, and if the interest received for the actual period of existence thereof exceeds interest calculated Notes at the Maximum Rate, Lender shall refund to Borrower the amount of such excess or credit the amount of such excess against the principal amount of the Debentures and, in such event, Lender shall not be subject to any penalties provided by any laws for contracting for, charging, taking, reserving or receiving interest in excess of interest calculated at the Maximum Ratemaximum lawful rate under applicable law.

Maximum Interest Rate. (a) Regardless of any provision provisions contained in this Agreement or in any of other documents and instruments referred to herein, the Loan Documents, Lender Banks shall never be deemed to have contracted for or be entitled to receive, collect or apply as interest on the Debentures Notes any amount in excess of interest calculated at the Maximum Rate, and, and in the event that Lender any Bank ever receives, collects or applies as interest any such excess, or if an acceleration of the maturities of any Notes or if any prepayment by Borrowers result in Borrowers having paid any interest in excess of the Maximum Rate, such amount which would be excessive interest shall be deemed applied to be a partial prepayment the reduction of the unpaid principal and treated hereunder as such; balance of the Notes for which such excess was received, collected or applied, and, if the principal amount balance of the Obligation such Note is paid in full, any remaining excess shall forthwith be paid to BorrowerBorrowers. All sums paid or agreed to be paid to the Banks for the use, forbearance or detention of the indebtedness evidenced by the Notes and/or this Agreement shall, to the extent permitted by applicable law, be amortized, prorated, allocated and spread throughout the full term of such indebtedness until payment in full so that the rate or amount of interest on account of such indebtedness does not exceed the Maximum Rate. In determining whether or not the interest paid or payable under any specific contingency exceeds interest calculated at the Maximum RateRate of interest permitted by law, Borrower Borrowers and Lender the Banks shall, to the maximum extent permitted under applicable law, (i) characterize any nonprincipal non-principal payment as an expense, fee or premium premium, rather than as interest, ; and (ii) exclude voluntary prepayments and the effects effect thereof, ; and (iii) amortize, pro rate, allocate and spread, in equal parts, compare the total amount of interest contracted for, charged or received with the total amount of interest which could be contracted for, charged or received throughout the entire contemplated term of the Debentures; provided that, if the Debentures is paid and performed in full prior to the end of the full contemplated term thereof, and if the interest received for the actual period of existence thereof exceeds interest calculated at the Maximum Rate, Lender shall refund to Borrower the amount of such excess or credit the amount of such excess against the principal amount of the Debentures and, in such event, Lender shall not be subject to any penalties provided by any laws for contracting for, charging, taking, reserving or receiving interest in excess of interest calculated Notes at the Maximum Rate.

Maximum Interest Rate. (a) Regardless of any provision contained in any of the Loan Documents, Lender shall never be entitled to receive, collect collect, or apply as interest (whether termed interest herein or deemed to be interest by operation of law or judicial determination) on the Debentures Notes any amount in excess of interest calculated at the Maximum Lawful Rate, and, in the event that Lender ever receives, collects collects, or applies as interest any such excess, then the amount which would be excessive interest shall be deemed to be a partial prepayment of principal and treated hereunder as such; and, if the principal amount of the Obligation is paid in full, then any remaining excess shall forthwith be paid to Borrower. In determining whether or not the interest paid or payable under any specific contingency exceeds interest calculated at the Maximum Lawful Rate, Borrower and Lender shall, to the maximum extent permitted under applicable law, : (ia) characterize any nonprincipal non-principal payment as an expense, fee fee, or premium rather than as interest, ; (iib) exclude voluntary prepayments and the effects thereof, ; and (iiic) amortize, pro rateprorate, allocate allocate, and spread, in equal parts, the total amount of interest throughout the entire contemplated term of the DebenturesNotes; provided that, if the Debentures is Notes are paid and performed in full prior to the end of the full contemplated term thereof, and if the interest received for the actual period of existence thereof exceeds interest calculated at the Maximum Lawful Rate, then Lender shall refund to Borrower the amount of such excess or credit the amount of such excess against the principal amount of the Debentures Notes and, in such event, Lender shall not be subject to any penalties provided by any laws for contracting for, charging, taking, reserving reserving, or receiving interest in excess of interest calculated at the Maximum Lawful Rate.. Eighth Amendment to Loan Agreement and Other Loan Documents

Maximum Interest Rate. Borrower acknowledges and agrees that 12 U.S.C. (asection) Regardless of any provision contained in any 2205 provides that institutions of the Loan DocumentsFarm Credit System are not subject to any interest rate limitation imposed by any state constitution or statute or other laws, Lender shall never be entitled and that any such limitations are preempted, and that therefore interest owing under the Notes, to receivethe extent funded by an institution of the Farm Credit System, collect or apply as interest on the Debentures is not subject to any amount in excess of interest calculated at the Maximum Rate, andceiling. Nonetheless, in the event it is ever determined by a court of competent jurisdiction that Lender interest owing on the Notes, or some of them, is subject to any limitations imposed by the laws of the State of Colorado or Texas or any other jurisdiction, it is the intent of Borrower, and the Syndication Parties to, notwithstanding the provisions of Section 4.1 hereof, at all times comply with the applicable usury laws relating to this Credit Agreement or the Notes now or hereafter in effect including, without limitation, Title 4 of the Texas Finance Code and any subsequent revisions or judicial interpretations thereof if, and to the extent, determined by a court to be applicable to the Notes. It is agreed that the aggregate of all interest and other charges constituting interest, or adjudicated as constituting interest, and contracted for, chargeable, or receivable in connection with the Notes shall under no circumstances exceed the maximum nonusurious amount of interest permitted by applicable law. If the applicable laws are ever receivesrevised or judicially interpreted so as to render usurious any amount called for under this Credit Agreement or the Notes or contracted for, collects charged, chargeable, received or applies as receivable with respect to this Credit Agreement or the Notes, or if the exercise of the option to accelerate the maturity of the Notes, or if any payment, results in Borrower having paid any interest on one or more of the Notes in excess of that permitted by applicable law, any such excess, the amount which would be excessive interest construction shall be deemed subject to be a partial prepayment the provisions of principal and treated hereunder as such; this Section and, if to the extent permitted by applicable law all excess amounts collected on such Notes shall be credited on the principal amount balance of the Obligation is such Notes (or, if it has been paid in full, any remaining excess shall forthwith be paid refunded to Borrower), and those provisions shall immediately be deemed reformed and the amounts thereafter collectible will be reduced, without the necessity of the execution of any new documents, so as to comply with the then applicable law, but so as to permit the recovery of the fullest amount of interest otherwise lawfully called for under this Credit Agreement or the Notes. In the event the maturity of any Note is accelerated, then earned interest may never include more than the maximum amount of interest permitted by applicable law from the date of each advance of the proceeds of such Note until paid. Specifically, but without in any way limiting the generality of the foregoing, if from any circumstances whatsoever fulfillment of any provision of this Credit Agreement or the Notes, at the time performance of such provision is due, would cause the interest contracted for, charged, chargeable, received or receivable with respect to this Credit Agreement or any of the Notes to exceed the amount permitted by applicable law, then ipso facto and notwithstanding anything to the contrary contained herein, Borrower shall only be required to pay interest on each such Note in an amount equal to the lesser of the amounts payable under this Credit Agreement and the maximum amount permitted by applicable law. In determining whether the amount of interest contracted for, charged, chargeable, received or not receivable with respect to this Credit Agreement or any of the interest Notes would ever exceed the amount permitted by applicable law, all sums charged, paid or payable agreed to be paid under any specific contingency exceeds interest calculated at this Credit Agreement for the Maximum Rateuse, forbearance, or detention of the indebtedness of Borrower and Lender to the Administrative Agent and/or the Syndication Parties shall, to the maximum extent permitted possible under applicable law, (i) characterize any nonprincipal payment as an expensebe amortized, fee or premium rather than as interestprorated, (ii) exclude voluntary prepayments and the effects thereofallocated, and (iii) amortize, pro rate, allocate and spread, in equal parts, the total amount of interest spread throughout the entire contemplated full term of the Debentures; provided thatNotes (including any renewal or extension), if until payment in full. The provisions of this Section control all agreements between the Debentures is paid Administrative Agent and/or the Syndication Parties and performed in full prior Borrower relative to the end Notes. In the event any interest is required to be credited to principal or refunded to Borrower with respect to some, but not all, of the full contemplated term thereofNotes, such adjustment shall be for the account of the Syndication Party which is the payee under such Note or Notes, and if the interest received for the actual period of existence thereof exceeds interest calculated at the Maximum Rate, Lender shall refund to Borrower the amount of such excess or credit the amount of such excess against the principal amount of the Debentures and, in such event, Lender shall not be subject to any penalties provided by any laws for contracting for, charging, taking, reserving affect the other Notes or receiving interest in excess of interest calculated at the Maximum RateSyndication Parties which are the payees under such other Notes.

Maximum Interest Rate. (a) Regardless of any provision contained in any --------------------- of the Loan Documents, Lender Bank shall never be entitled to receive, collect or apply as interest on the Debentures Note any amount in excess of interest calculated at the Maximum Ratemaximum rate allowed by applicable law, and, in the event that Lender Bank ever receives, collects or applies as interest any such excess, the amount which would be excessive interest shall be deemed to be a partial prepayment of principal and treated hereunder as such; and, if the principal amount of the Obligation Note is paid in full, any remaining excess shall forthwith be paid to Borrower. In determining whether or not the interest paid or payable under any specific contingency exceeds interest calculated at the Maximum Ratemaximum rate allowed by applicable law, Borrower and Lender Bank shall, to the maximum extent permitted under applicable law, (i) characterize any nonprincipal payment as an expense, fee or premium rather than as interest, ; (ii) exclude voluntary prepayments and the effects thereof, and (iii) amortize, pro rate, allocate and spread, in equal parts, the total amount of interest throughout the entire contemplated term of the DebenturesNote; provided that, if the Debentures Note is paid and performed in full prior to the end of the full contemplated term thereof, and if the interest received for the actual period of existence thereof exceeds interest calculated at the Maximum Ratemaximum rate allowed by applicable law, Lender Bank shall refund to Borrower the amount of such excess or credit the amount of such excess against the principal amount of the Debentures Note and, in such event, Lender Bank shall not be subject to any penalties provided by any laws for contracting for, charging, taking, reserving or receiving interest in excess of interest calculated at the Maximum Ratemaximum rate allowed by applicable law.

Maximum Interest Rate. (a) Regardless of any provision provisions contained in this Agreement or in any of the Loan Documentsother documents and instruments referred to herein, Lender shall never be deemed to have contracted for or be entitled to receive, collect or apply as interest on the Debentures Note any amount in excess of interest calculated at the Maximum Rate, and, and in the event that Lender ever receives, collects or applies as interest any such excess, of if an acceleration of the maturity of the Note or if any prepayment by Borrower results in Borrower having paid any interest in excess of the Maximum Rate, such amount which would be excessive interest shall be deemed applied to be a partial prepayment the reduction of the unpaid principal and treated hereunder as such; balance of the Note for which such excess was received, collected or applied, and, if the principal amount balance of the Obligation Note is paid in full, any remaining excess shall forthwith be paid to Borrower. All sums paid or agreed to be paid to Lender for the use, forbearance or detention of the indebtedness evidenced by the Note and/or this Agreement shall, to the extent permitted by applicable law, be amortized, prorated, allocated and spread throughout the full term of such indebtedness until payment in full so that the rate or amount of interest on account of such indebtedness does not exceed the Maximum Rate. In determining whether or not the interest paid or payable under any specific contingency exceeds interest calculated at the Maximum RateRate of interest permitted by law, Borrower and Lender shall, to the maximum extent permitted under applicable law, (i) characterize any nonprincipal non-principal payment as an expense, fee or premium premium, rather than as interest, ; and (ii) exclude voluntary prepayments and the effects effect thereof, ; and (iii) amortize, pro rate, allocate and spread, in equal parts, compare the total amount of interest contracted for, charged or received with the total amount of interest which could be contracted for, charged or received throughout the entire contemplated term of the Debentures; provided that, if the Debentures is paid and performed in full prior to the end of the full contemplated term thereof, and if the interest received for the actual period of existence thereof exceeds interest calculated at the Maximum Rate, Lender shall refund to Borrower the amount of such excess or credit the amount of such excess against the principal amount of the Debentures and, in such event, Lender shall not be subject to any penalties provided by any laws for contracting for, charging, taking, reserving or receiving interest in excess of interest calculated Note at the Maximum Rate.

Maximum Interest Rate. (a) Regardless of any provision contained in any of the Loan Documentsthis Note, Lender shall never be entitled to receive, collect or apply as interest on the Debentures Note any amount in excess of interest calculated at the Maximum Rate, and, in the event that Lender ever receives, collects or applies as interest any such excess, the amount which would be excessive interest shall be deemed to be a partial prepayment of principal and treated hereunder as such; and, if the principal amount of the Obligation Note is paid in full, any remaining excess shall forthwith be paid to Borrower. In determining whether or not the interest paid or payable under any specific contingency exceeds interest calculated at the Maximum Rate, Borrower and Lender shall, to the maximum extent permitted under applicable law, (i) characterize any nonprincipal non principal payment as an expense, fee or premium rather than as interest, ; (ii) exclude voluntary prepayments and the effects thereof, and (iii) amortize, pro rate, allocate and spread, in equal parts, the total amount of interest throughout the entire contemplated term of the DebenturesNote; provided that, if the Debentures Note is paid and performed in full prior to the end of the full contemplated term thereof, and if the interest received for the actual period of existence thereof exceeds interest calculated at the Maximum Rate, Lender shall refund to Borrower the amount of such excess or credit the amount of such excess against the principal amount of the Debentures Note and, in such event, Lender shall not be subject to any penalties provided by any laws for contracting for, charging, taking, reserving or receiving interest in excess of interest calculated at the Maximum Rate.

Maximum Interest Rate. (a) Regardless No provision of this Agreement or of any provision contained in any other Loan Documents shall require the payment or the collection of the Loan Documentsinterest (including all fees, Lender shall never be entitled to receive, collect or apply charges and other amounts which are treated as interest on the Debentures any amount interest) in excess of interest calculated at the Maximum Rate. If any excess of interest in such respect is hereby provided for, andor shall be adjudicated to be so provided, in any other Loan Documents or otherwise in connection with this loan transaction, the provisions of this Section shall govern and prevail and neither Borrower nor the sureties, guarantors, successors, or assigns of Borrower shall be obligated to pay the excess amount of such interest or any other excess sum paid for the use, forbearance, or detention of sums loaned pursuant hereto. In the event that Agent, Issuing Bank or any Lender ever receives, collects collects, or applies as interest any such excesssum, the such amount which would be excessive interest in excess of the maximum amount permitted by applicable law shall be deemed to be applied as a partial prepayment payment and reduction of the principal and treated hereunder as suchof the indebtedness evidenced by the Notes; and, if the principal amount of the Obligation is Notes have been paid in full, any remaining excess shall forthwith be paid to Borrower. In determining whether or not the interest paid or payable under any specific contingency exceeds interest calculated at the Maximum Rate, Borrower and Lender Agent, Issuing Bank and Lenders shall, to the maximum extent permitted under by applicable law, (ia) characterize any nonprincipal non-principal payment as an expense, fee fee, or premium rather than as interest, (iib) exclude voluntary prepayments and the effects thereof, and (iiic) amortize, pro rateprorate, allocate allocate, and spread, spread in equal parts, or unequal parts the total amount of interest throughout the entire contemplated term of the Debentures; provided that, if indebtedness evidenced by the Debentures is paid and performed in full prior to the end of the full contemplated term thereof, and if the Notes so that interest received for the actual period of existence thereof exceeds interest calculated at the Maximum Rate, Lender shall refund to Borrower the amount of such excess or credit the amount of such excess against the principal amount of the Debentures and, in such event, Lender shall entire term does not be subject to any penalties provided by any laws for contracting for, charging, taking, reserving or receiving interest in excess of interest calculated at exceed the Maximum Rate.

Maximum Interest Rate. (a) Regardless of any provision contained in any of the Loan Documents, Lender Lenders shall never be entitled to contract for, charge, take, reserve, receive, collect or apply apply, as interest on the Debentures Obligations, or any part thereof, any amount in excess of interest calculated at the Maximum Highest Lawful Rate, and, in the event that any Lender ever contracts for, charges, takes, reserves, receives, collects or applies as interest any such excess, the amount which would be excessive interest it shall be deemed to be a partial prepayment of principal and treated hereunder as such; and, if the principal amount of the Obligation is paid in full, such and any remaining excess shall forthwith be paid refunded to the Borrower. In determining whether or not the interest paid or payable payable, under any specific contingency contingency, exceeds interest calculated at the Maximum Highest Lawful Rate, Borrower the Borrower, its Subsidiaries, and Lender Lenders shall, to the maximum extent permitted under applicable lawLaw, (ia) treat all Loans as but a single extension of credit (and Lenders, the Borrower and the Borrower's Subsidiaries agree that such is the case and that provision herein for multiple Loans and for one or more Notes is for convenience only), (b) characterize any nonprincipal payment as an expense, fee fee, or premium rather than as interest, (iic) exclude voluntary prepayments and the effects thereof, and (iiid) amortize, pro rate, allocate and "spread, in equal parts, " the total amount of interest throughout the entire contemplated term of the DebenturesObligation; provided that, if the Debentures Obligation is paid and performed in full prior to the end of the full contemplated term thereof, and if the interest received for the actual period of existence thereof exceeds interest calculated at the Maximum Highest Lawful Rate, Lender Lenders shall refund to Borrower the amount of such excess or credit the amount of such excess against the principal amount of the Debentures excess, and, in such event, Lender Lenders shall not be subject to any penalties provided by any laws for contracting for, charging, taking, reserving reserving, or receiving interest in excess of interest calculated at the Maximum Highest Lawful Rate.

Maximum Interest Rate. (a) Regardless of any provision contained in any It is the intent of the parties hereto that each of the Bank and the Borrower in the execution, delivery and performance of all Loan Documents, Lender the transactions provided for therein and contemplated thereby, and all matters incidental and related thereto and arising therefrom, shall never comply and conform strictly with Applicable Law from time to time in effect. In furtherance thereof, the Bank and the Borrower stipulate and agree that none of the terms and provisions contained in, or pertaining to, the Loan Documents shall ever be entitled construed to receive, collect create a contract to pay for the use or apply as forbearance or detention of money with interest on the Debentures any at a rate or in an amount in excess of interest calculated at the Maximum RateRate or maximum amount of interest permitted or allowed to be contracted for, andcharged, received, taken or reserved under said Laws. For purposes of each Loan Document, (i) "interest" shall include the aggregate of all amounts which constitute or are deemed to constitute interest under the Laws of the State of Texas or, to the extent they may apply, the Laws of the United States of America, that are contracted for, chargeable, receivable(whether received or deemed to have been received), taken or reserved under each such document, and (ii) all computations of the maximum amount of interest permitted or allowed under Applicable Law will be made on the basis of the actual number of days elapsed over a 365 or 366 day year, whichever is applicable. Neither the Borrower nor any other person shall ever be required to pay unearned interest on, or with respect to any of, the Loan Documents and shall never be required to pay interest on, or with respect to any of, the Loan Documents at a rate or in an amount in excess of the Maximum Rate or maximum amount of interest that may be lawfully contracted for, charged, received, taken or reserved under Applicable Law, AND THE PROVISIONS OF THIS PARAGRAPH SHALL CONTROL OVER ALL OTHER PROVISIONS OF THE LOAN DOCUMENTS. If the effective rate or amount of interest which would otherwise be payable under the Loan Documents would exceed the Maximum Rate or maximum amount of interest the Bank or any other holder of any Note or other Obligations is allowed by Applicable Law to charge, contract for, take, reserve or receive, or in the event the Bank or any holder of any Note or other Obligations shall charge, contract for, take, reserve or receive monies that are deemed to constitute interest which would, in the event absence of this provision, increase the effective rate or amount of interest payable under the Loan Documents to a rate or amount in excess of that Lender ever receives, collects permitted or applies as interest any such excess, the amount which would be excessive interest shall be deemed allowed to be a partial prepayment of principal and treated hereunder as such; andcharged, if contracted for, taken, reserved or received under Applicable Law then in effect, then the principal amount of such Note or other Obligations or the Obligation is paid in full, any remaining excess shall forthwith be paid to Borrower. In determining whether or not the interest paid or payable under any specific contingency exceeds interest calculated at the Maximum Rate, Borrower and Lender shall, to the maximum extent permitted under applicable law, (i) characterize any nonprincipal payment as an expense, fee or premium rather than as interest, (ii) exclude voluntary prepayments and the effects thereof, and (iii) amortize, pro rate, allocate and spread, in equal parts, the total amount of interest throughout which would otherwise be payable thereunder shall be payable at, or reduced to, as applicable, the entire contemplated term maximum amount allowed pursuant to the then applicable indicated (weekly) rate ceiling referred to herein above at the definition of the Debentures; provided thatterm Applicable Law, or if no such ceiling is then in effect, as authorized and allowed under said Laws as now or hereafter construed by the Debentures is paid and performed in full prior to the end of the full contemplated term thereofcourts having jurisdiction, and if the interest received for the actual period of existence thereof exceeds interest calculated at the Maximum Rateall such monies so charged, Lender shall refund to Borrower the amount of such excess or credit the amount of such excess against the principal amount of the Debentures andcontracted, in such event, Lender shall not be subject to any penalties provided by any laws for contracting for, chargingreceived, taking, reserving taken or receiving reserved that are deemed to constitute interest in excess of interest calculated at the Maximum RateRate or maximum amount of interest permitted by Applicable Law shall be immediately returned or credited to the account of such Borrower upon such determination.

Maximum Interest Rate. (a) Regardless of any provision provisions contained in this Agreement or in any of other documents and instruments referred to herein, the Loan Documents, Lender Lenders shall never be deemed to have contracted for or be entitled to receive, collect or apply as interest on the Debentures Notes any amount in excess of interest calculated at the Maximum Rate, and, and in the event that any Lender ever receives, collects or applies as interest any such excess, of if an acceleration of the maturities of any Notes or if any prepayment by Borrower results in Borrower having paid any interest in excess of the Maximum Rate, such amount which would be excessive interest shall be deemed applied to be a partial prepayment the reduction of the unpaid principal and treated hereunder as such; balance of the Notes for which such excess was received, collected or applied, and, if the principal amount balance of the Obligation such Note is paid in full, any remaining excess shall forthwith be paid to Borrower. All sums paid or agreed to be paid to the Lenders for the use, forbearance or detention of the indebtedness evidenced by the Notes and/or this Agreement shall, to the extent permitted by applicable law, be amortized, prorated, allocated and spread throughout the full term of such indebtedness until payment in full so that the rate or amount of interest on account of such indebtedness does not exceed the Maximum Rate. In determining whether or not the interest paid or payable under any specific contingency exceeds interest calculated at the Maximum RateRate of interest permitted by law, Borrower and Lender the Lenders shall, to the maximum extent permitted under applicable law, (i) characterize any nonprincipal non-principal payment as an expense, fee or premium premium, rather than as interest, ; and (ii) exclude voluntary prepayments and the effects effect thereof, ; and (iii) amortize, pro rate, allocate and spread, in equal parts, compare the total amount of interest contracted for, charged or received with the total amount of interest which could be contracted for, charged or received throughout the entire contemplated term of the Debentures; provided that, if the Debentures is paid and performed in full prior to the end of the full contemplated term thereof, and if the interest received for the actual period of existence thereof exceeds interest calculated at the Maximum Rate, Lender shall refund to Borrower the amount of such excess or credit the amount of such excess against the principal amount of the Debentures and, in such event, Lender shall not be subject to any penalties provided by any laws for contracting for, charging, taking, reserving or receiving interest in excess of interest calculated Note at the Maximum Rate.

Maximum Interest Rate. (a) Regardless Notwithstanding any other provision of any provision contained in any of the Loan DocumentsDocument, Lender shall never be entitled to receive, collect or apply as interest on the Debentures indebtedness evidenced by any Loan Document is expressly limited so that in no contingency or event whatsoever, whether by acceleration of the maturity of any Loan Document or otherwise, shall the interest contracted for, charged or received by the Lender exceed the maximum amount in excess permissible under Applicable Law. If from any circumstances whatsoever fulfillment of interest calculated any provisions of any Loan Document or of any other document evidencing, securing or pertaining the indebtedness evidenced hereby, at the Maximum Ratetime performance of such provision shall be due, andshall involve transcending the limit of validity prescribed by law, in then ipso facto, the event that obligations to be fulfilled shall be reduced to the limit of such validity, and if from any such circumstances the Lender shall ever receives, collects or applies receive anything of value as interest or deemed interest by Applicable Law under any Loan Document evidencing, securing or pertaining to the Indebtedness or otherwise an amount that would exceed the highest lawful rate, such excess, the amount which that would be excessive interest shall be deemed applied to be a partial prepayment the reduction of principal and treated hereunder as such; and, if the principal amount owing under the Loan Documents or on account of any indebtedness of the Obligation is paid in fullBorrower to the Lender, any remaining and not to the payment of interest, or if such excessive interest exceeds the unpaid balance of the Indebtedness, such excess shall forthwith be paid refunded to the Borrower. In determining whether or not the interest paid or payable with respect to the Indebtedness, under any specific contingency contingency, exceeds interest calculated at the Maximum Ratehighest lawful rate, the Borrower and the Lender shall, to the maximum extent permitted under applicable lawby Applicable Law, (ia) characterize any nonprincipal non-principal payment as an expense, fee or premium rather than as interest, (iib) exclude voluntary prepayments and the effects thereof, and (iiic) amortize, pro rateprorate, allocate and spread, in equal parts, spread the total amount of interest throughout the entire contemplated full term of such indebtedness so that the Debentures; provided thatactual rate of interest on account of such indebtedness does not exceed the maximum amount permitted by Applicable Law, if the Debentures is paid and performed in full prior and/or (d) allocate interest between portions of such Indebtedness, to the end that no such portion shall bear interest at a rate greater than that permitted by Applicable Law. The terms and provisions of this paragraph shall control and supersede every other conflicting provision of any Loan Document and all other agreements between the full contemplated term thereof, Borrower and if the interest received for the actual period of existence thereof exceeds interest calculated at the Maximum Rate, Lender shall refund to Borrower the amount of such excess or credit the amount of such excess against the principal amount of the Debentures and, in such event, Lender shall not be subject to any penalties provided by any laws for contracting for, charging, taking, reserving or receiving interest in excess of interest calculated at the Maximum RateLender.

Maximum Interest Rate. (a) Regardless of any provision contained in any of the Loan Documents, Lender shall never be entitled to receive, collect collect, or apply as interest (whether termed interest herein or deemed to be interest by operation of law or judicial determination) on the Debentures Notes any amount in excess of interest calculated at the Maximum Lawful Rate, and, in the event that Lender ever receives, collects collects, or applies as interest any such excess, then the amount which would be excessive interest shall be deemed to be a partial prepayment of principal and treated hereunder as such; and, if the principal amount of the Obligation is paid in full, then any remaining excess shall forthwith be paid to Borrower. In determining whether or not the interest paid or payable under any specific contingency exceeds interest calculated at the Maximum Lawful Rate, Borrower and Lender shall, to the maximum extent permitted under applicable law, : (ia) characterize any nonprincipal non-principal payment as an expense, fee fee, or premium rather than as interest, ; (iib) exclude voluntary prepayments and the effects thereof, ; and (iiic) amortize, pro rateprorate, allocate allocate, and spread, in equal parts, the total amount of interest throughout the entire contemplated term of the DebenturesNotes; provided that, if the Debentures is Notes are paid and performed in full prior to the end of the full contemplated term thereof, and if the interest received for the actual period of existence thereof exceeds interest calculated at the Maximum Lawful Rate, then Lender shall refund to Borrower the amount of such excess or credit the amount of such excess against the principal amount of the Debentures Notes and, in such event, Lender shall not be subject to any penalties provided by any laws for contracting for, charging, taking, reserving reserving, or receiving interest in excess of interest calculated at the Maximum Lawful Rate.

Maximum Interest Rate. (a) Regardless of any provision contained in any Loan Document or any document related thereto, it is the intent of the Loan Documents, parties to this Agreement that the Lender shall never be entitled to receivenot contract for, collect charge, take, reserve, receive or apply apply, as interest on all or any part of the Debentures Obligations any amount in excess of interest calculated at the Maximum RateRate or the Maximum Amount or receive any unearned interest in violation of any applicable law, and, in if the event that Lender ever receivesdoes, collects or applies as interest then any such excess, the amount which would be excessive interest excess shall be deemed to be treated as a partial repayment or prepayment of principal and treated hereunder as such; and, if the principal amount of the Obligation is paid in full, any remaining excess shall forthwith be paid refunded to the Borrower. In determining whether or not if the interest paid or payable under any specific contingency exceeds interest calculated at the Maximum Rate, the Borrower and the Lender shall, to the maximum extent permitted under applicable law, (ia) treat all Borrowings as but a single extension of credit (and the Lender and the Borrower agree that is the case and that provision in this Agreement for multiple Borrowings is for convenience only), (b) characterize any nonprincipal payment as an expense, fee or premium rather than as interest, (iic) exclude voluntary repayments or prepayments and the effects thereoftheir effects, and (iiid) amortize, pro rateprorate, allocate and spread, in equal parts, spread the total amount of interest throughout the entire contemplated term of the Debentures; provided thatObligations. However, if the Debentures is Obligations are paid and performed in full prior to before the end of the their full contemplated term thereofterm, and if the interest received for the its actual period of existence thereof exceeds interest calculated at the Maximum RateAmount, the Lender shall refund any excess (and the Lender may not, to Borrower the amount of such excess or credit the amount of such excess against the principal amount of the Debentures andextent permitted by law, in such event, Lender shall not be subject to any penalties provided by any laws for contracting for, charging, taking, reserving or receiving interest in excess of interest calculated at the Maximum Amount). If the laws of the State of Texas are applicable for purposes of determining the "Maximum Rate" or the "Maximum Amount," then those terms mean the "indicated rate ceiling" from time to time in effect under Article 5069-1.04, Title 79, Revised Civil Statutes of Texas, as amended. The Borrower agrees that Chapter 15, Subtitle 79, Revised Civil Statutes of Texas, 1925, as amended (which regulates certain revolving credit loan accounts and revolving tri-party accounts), does not apply to the Obligations, other than Article 15.10(b).

Maximum Interest Rate. (a) Regardless No provision of any provision contained in any Loan Document shall require the payment or the collection of the Loan Documents, Lender shall never be entitled to receive, collect or apply as interest on the Debentures any amount in excess of the maximum permitted by applicable law. If any excess of interest calculated at the Maximum Ratein such respect is hereby provided for, andor shall be adjudicated to be so provided, in any Loan Document or otherwise in connection with this loan transaction, the provisions of this Section shall govern and prevail and neither Parent nor the THIRD AMENDED AND RESTATED LOAN AGREEMENT, Page 62 62 sureties, guarantors, successors, or assigns of Parent shall be obligated to pay the excess amount of such interest or any other excess sum paid for the use, forbearance, or detention of sums loaned pursuant hereto. In the event that Lender any Bank ever receives, collects collects, or applies as interest any such excesssum, the such amount which would be excessive interest in excess of the maximum amount permitted by applicable law shall be deemed to be applied as a partial prepayment payment and reduction of the principal and treated hereunder as such; of the indebtedness evidenced by its Note and, if the principal amount of the Obligation is its Note has been paid in full, any remaining excess shall forthwith be paid to BorrowerParent. In determining whether or not the interest paid or payable under any specific contingency exceeds interest calculated at the Maximum Rate, Borrower Parent and Lender each Bank shall, to the maximum extent permitted under by applicable law, (i) characterize any nonprincipal payment as an expense, fee fee, or premium rather than as interest, (ii) exclude voluntary prepayments and the effects thereof, and (iii) amortize, pro rateprorate, allocate allocate, and spread, spread in equal parts, or unequal parts the total amount amounts of interest throughout the entire contemplated term of the Debentures; provided that, if the Debentures is paid and performed in full prior to the end of the full contemplated term thereof, and if the indebtedness evidenced by its Note so that interest received for the actual period of existence thereof exceeds interest calculated at the Maximum Rate, Lender shall refund to Borrower the amount of such excess or credit the amount of such excess against the principal amount of the Debentures and, in such event, Lender shall entire term does not be subject to any penalties provided by any laws for contracting for, charging, taking, reserving or receiving interest in excess of interest calculated at exceed the Maximum Rate.

Maximum Interest Rate. (a) Regardless of any provision contained in any of the Loan Documents, Lender shall never be entitled to receive, collect or apply as interest on the Debentures any amount in excess of interest calculated at the Maximum Rate, and, in the event that Lender ever receives, collects or applies as interest any such excess, the amount which would be excessive interest shall be deemed to be a partial prepayment of principal and treated hereunder as such; and, if the principal amount of the Obligation is paid in full, any remaining excess shall forthwith be paid to Borrower. In determining whether or not the interest paid or payable under any specific contingency exceeds interest calculated at the Maximum Rate, Borrower and Lender shall, to the maximum extent permitted under applicable law, (i) characterize any nonprincipal payment as an expense, fee or premium rather than as interest, (ii) exclude voluntary prepayments and the effects thereof, and (iii) amortize, pro rate, allocate and spread, in equal parts, the total amount of interest throughout the entire contemplated term of the Debentures; provided that, if the Debentures is paid and performed in full prior to the end of the full contemplated term thereof, and if the interest received for the actual period of existence thereof exceeds interest calculated at the Maximum Rate, Lender shall refund to Borrower the amount of such excess or credit the amount of such excess against the principal amount of the Debentures and, in such event, Lender shall not be subject to any Agreement -------------------------------------------------------------------------------- penalties provided by any laws for contracting for, charging, taking, reserving or receiving interest in excess of interest calculated at the Maximum Rate.

Maximum Interest Rate. (a) Regardless of any provision provisions contained in this Agreement or in any of other documents and instruments referred to herein, the Loan Documents, Lender Lenders shall never be deemed to have contracted for or be entitled to receive, collect or apply as interest on the Debentures Notes any amount in excess of interest calculated at the Maximum RateRate or the maximum amount of interest permitted under applicable law, and, and in the event that any Lender ever receives, collects or applies as interest any such excess, or if an acceleration of the maturities of any Notes or if any prepayment by the Borrower results in the Borrower having paid any interest in excess of the Maximum Rate or the maximum amount of interest permitted under applicable law, such amount which would be excessive interest shall be deemed applied to be a partial prepayment the reduction of the unpaid principal and treated hereunder as such; balance of the Notes for which such excess was received, collected or applied, and, if the principal amount balance of the Obligation such Note is paid in full, any remaining excess shall forthwith be paid to the Borrower. All sums paid or agreed to be paid to the Lenders for the use, forbearance or detention of the indebtedness evidenced by the Notes and/or this Agreement shall, to the extent permitted by applicable law, be amortized, prorated, allocated and spread throughout the full term of such indebtedness until payment in full so that the rate or amount of interest on account of such indebtedness does not exceed the Maximum Rate. In determining whether or not the interest paid or payable under any specific contingency exceeds interest calculated at the Maximum RateRate of interest permitted by law, the Borrower and Lender the Lenders shall, to the maximum extent permitted under applicable law, (i) characterize any nonprincipal non-principal payment as an expense, fee or premium premium, rather than as interest, ; and (ii) exclude voluntary prepayments and the effects effect thereof, ; and (iii) amortize, pro rate, allocate and spread, in equal parts, compare the total amount of interest contracted for, charged or received with the total amount of interest which could be contracted for, charged or received throughout the entire contemplated term of the Debentures; provided that, if the Debentures is paid and performed in full prior to the end of the full contemplated term thereof, and if the interest received for the actual period of existence thereof exceeds interest calculated at the Maximum Rate, Lender shall refund to Borrower the amount of such excess or credit the amount of such excess against the principal amount of the Debentures and, in such event, Lender shall not be subject to any penalties provided by any laws for contracting for, charging, taking, reserving or receiving interest in excess of interest calculated Note at the Maximum Rate.

Maximum Interest Rate. (a) Regardless Notwithstanding any other provision of any provision contained in any of the Loan DocumentsDocument, Lender shall never be entitled to receive, collect or apply as interest on the Debentures indebtedness evidenced by any Loan Document is expressly limited so that in no contingency or event whatsoever, whether by acceleration of the maturity of any Loan Document or otherwise, shall the interest contracted for, charged or received by the Lender exceed the maximum amount in excess permissible under Applicable Law. If from any circumstances whatsoever fulfillment of interest calculated any provisions of any Loan Document or of any other document evidencing, securing or pertaining the indebtedness evidenced hereby, at the Maximum Ratetime performance of such provision shall be due, andshall involve transcending the limit of validity prescribed by law, in then ipso facto, the event that obligations to be fulfilled shall be reduced to the limit of such validity, and if from any such circumstances the Lender shall ever receives, collects or applies receive anything of value as interest or deemed interest by Applicable Law under any Loan Document evidencing, securing or pertaining to the Indebtedness or otherwise an amount that would exceed the highest lawful rate, such excess, the amount which that would be excessive interest shall be deemed applied to be a partial prepayment the reduction of principal and treated hereunder as such; and, if the principal amount owing under the Loan Documents or on account of any indebtedness of the Obligation is paid in fullBorrower to the Lender, any remaining and not to the payment of interest, or if such excessive interest exceeds the unpaid balance of the Indebtedness, such excess shall forthwith be paid refunded to the Borrower. In determining whether or not the interest paid or payable with respect to the Indebtedness, under any specific contingency contingency, exceeds interest calculated at the Maximum Ratehighest lawful rate, the Borrower and the Lender shall, to the maximum extent permitted under applicable lawby Applicable Law, (ia) characterize any nonprincipal non-principal payment as an expense, fee or premium rather than as interest, (iib) exclude voluntary prepayments and the effects thereof, and (iiic) amortize, pro rateprorate, allocate and spread, in equal parts, spread the total amount of interest throughout the entire contemplated full term of such indebtedness so that the Debentures; provided thatactual rate of interest on account of such indebtedness does not exceed the maximum amount permitted by Applicable Law, if the Debentures is paid and performed in full prior and/or (d) allocate interest between portions of such Indebtedness, to the end that no such portion shall bear interest at a rate greater than that permitted by Applicable Law. The terms and provisions of this paragraph shall control and supercede every other conflicting provision of any Loan Document and all other agreements between the full contemplated term thereof, Borrower and if the interest received for the actual period of existence thereof exceeds interest calculated at the Maximum Rate, Lender shall refund to Borrower the amount of such excess or credit the amount of such excess against the principal amount of the Debentures and, in such event, Lender shall not be subject to any penalties provided by any laws for contracting for, charging, taking, reserving or receiving interest in excess of interest calculated at the Maximum RateLender.

Maximum Interest Rate. (a) Regardless of any provision contained in any Loan Document or any document related thereto, it is the intent of the Loan Documentsparties to this Agreement that neither the Agent nor any Lender contract for, Lender shall never be entitled to receivecharge, collect take, reserve, receive or apply apply, as interest on all or any part of the Debentures Obligations any amount in excess of interest calculated at the Maximum RateRate or the Maximum Amount or receive any unearned interest in violation of any applicable law, and, in if the event that Lender Lenders ever receivesdo so, collects or applies as interest then any such excess, the amount which would be excessive interest excess shall be deemed to be treated as a partial repayment or prepayment of principal and treated hereunder as such; and, if the principal amount of the Obligation is paid in full, any remaining excess shall forthwith be paid refunded to the Borrower. In determining whether or not if the interest paid or payable under any specific contingency exceeds interest calculated at the Maximum Rate, the Borrower and Lender the Lenders shall, to the maximum extent permitted under applicable law, (ia) treat all Borrowings as but a single extension of credit (and the Lenders and the Borrower agree that is the case and that provision in this Agreement for multiple Borrowings is for convenience only), (b) characterize any nonprincipal payment as an expense, fee or premium rather than as interest, (iic) exclude voluntary repayments or prepayments and the effects thereoftheir effects, and (iiid) amortize, pro rateprorate, allocate and spread, in equal parts, spread the total amount of interest throughout the entire contemplated term of the Debentures; provided thatObligations. However, if the Debentures is Obligations are paid and performed in full prior to before the end of the their full contemplated term thereofterm, and if the interest received for the its actual period of existence thereof exceeds interest calculated at the Maximum RateAmount, Lender the Lenders shall refund any excess (and the Lenders may not, to Borrower the amount of such excess or credit the amount of such excess against the principal amount of the Debentures andextent permitted by law, in such event, Lender shall not be subject to any penalties provided by any laws for contracting for, charging, taking, reserving or receiving interest in excess of interest calculated at the Maximum Amount). If the laws of the State of Texas are applicable for purposes of determining the "Maximum Rate" or the "Maximum Amount," then those terms mean the "indicated rate ceiling" from time to time in effect under Article 5069-1.04, Title 79, Revised Civil Statutes of Texas, as amended. The Borrower agrees that Chapter 15, Subtitle 79, Revised Civil Statutes of Texas, 1925, as amended (which regulates certain revolving credit loan accounts and revolving tri-party accounts), does not apply to the Obligations, other than Article 15.10(b).

Maximum Interest Rate. Notwithstanding anything to the contrary contained in the Notes or this Agreement, the Borrowers shall not be obligated to pay, and Lenders shall not be entitled to charge, collect, receive, reserve, or take interest (ait being understood that interest shall be calculated as the aggregate of all charges which constitute interest under applicable law that are contracted for, charged, reserved, received, or paid) Regardless in excess of the maximum rate permitted by law. During any period of time in which the interest rates specified herein exceed the maximum rate permitted by law, interest shall accrue and be payable at such maximum rate; provided that if the interest rate declines below the maximum rate permitted by law, interest shall continue to accrue and be payable at the maximum rate permitted by law (so long as there remains any unpaid principal) until the interest that has been paid under this Agreement or the Notes equals the amount of interest that would have been paid if interest had at all times accrued and been payable at the applicable interest rates specified in this Agreement. If from any circumstances whatsoever, fulfillment of any provision contained in of the Notes, or this Agreement or of any other document pertaining hereto or thereto, shall involve transcending the limit of validity prescribed by law for the collection or charging of interest, then ipso facto, the obligation to be fulfilled shall be reduced to the limit of such validity, and if from any such circumstances Lenders shall ever receive anything of value as interest or deemed interest by applicable law under the Notes, this Agreement, any of the Loan Documentsother Credit Documents or any other document pertaining hereto, Lender shall never be entitled to receivethereto or otherwise an amount that would exceed the maximum rate permitted by law, collect or apply as interest on the Debentures any such amount in excess of interest calculated at the Maximum Rate, and, in the event that Lender ever receives, collects or applies as interest any such excess, the amount which would be excessive interest shall be deemed applied to be a partial prepayment the reduction of principal and treated hereunder as such; and, if the principal amount owing under the Notes or on account of any other indebtedness of the Obligation is paid in fullBorrowers to Lenders, any remaining and not to the payment of interest, or if such excessive interest exceeds the unpaid balance of principal of such indebtedness, such excess shall forthwith be paid refunded to Borrowerthe Borrowers. In determining whether or not the interest paid or payable with respect to any indebtedness of the Borrowers to Lenders, under any specific contingency specified contingency, exceeds interest calculated at the Maximum Ratemaximum rate permitted by law, Borrower the Borrowers and Lender Lenders shall, to the maximum extent permitted under by applicable law, (ia) characterize any nonprincipal non-principal payment as an expense, fee or premium rather than as interest, (iib) exclude voluntary prepayments and the effects thereof, and (iiic) amortize, pro rateprorate, allocate and spread, in equal parts, spread the total amount of interest throughout the entire contemplated actual term of such indebtedness such that it does not exceed the Debentures; provided thatmaximum amount permitted by applicable law, if the Debentures is paid and performed in full prior and/or (d) allocate interest between portions of such indebtedness, to the end of the full contemplated term thereof, and if the that no such portion shall bear interest received for the actual period of existence thereof exceeds interest calculated at the Maximum Rate, Lender shall refund to Borrower the amount of such excess or credit the amount of such excess against the principal amount of the Debentures and, in such event, Lender shall not be subject to any penalties provided a rate greater than that permitted by any laws for contracting for, charging, taking, reserving or receiving interest in excess of interest calculated at the Maximum Rateapplicable law.

Maximum Interest Rate. (a) Regardless of any provision contained in any of the Loan Documents, Lender shall never be entitled to receive, collect or apply as interest on the Debentures any amount in excess of interest calculated at the Maximum Rate, and, in the event that any Lender ever receives, collects or applies as interest any such excess, the amount which would be excessive interest shall be deemed to be a partial prepayment of principal and treated hereunder as such; and, if the principal amount of the Obligation is paid in full, any remaining excess shall forthwith be paid to Borrower. In determining whether or not the interest paid or payable under any specific contingency exceeds interest calculated at the Maximum Rate, Borrower and Lender shall, to the maximum extent permitted under applicable law, law (i) characterize any nonprincipal non-principal payment as an expense, fee or premium rather than as interest, ; (ii) exclude voluntary prepayments and the effects thereof, ; and (iii) amortize, pro rate, allocate and spread, in equal parts, the total amount of interest throughout the entire contemplated term of the Debentures; provided that, if the Debentures is are paid and performed in full prior to the end of the full contemplated term thereof, and if the interest received for the actual period of existence thereof exceeds interest calculated at the Maximum Rate, Lender shall refund to Borrower the amount of such excess or credit the amount of such excess against the principal amount of the Debentures and, in such event, Lender shall not be subject to any penalties provided by any laws for contracting for, charging, taking, reserving or receiving interest in excess of interest calculated at the Maximum Rate.

Maximum Interest Rate. (a) Regardless No provision of this Agreement or any provision contained in any other Loan Document shall require the payment or the collection of the Loan Documents, Lender shall never be entitled to receive, collect or apply as interest on the Debentures any amount in excess of interest calculated at the Maximum Lawful Rate. If any excess of interest in such respect is hereby provided for, andor shall be adjudicated to be so provided, in any Loan Document or otherwise in connection with this loan transaction, the provisions of this Section shall govern and prevail and neither Borrower nor the sureties, guarantors, successors, or assigns of Borrower shall be obligated to pay the excess amount of such interest or any other excess sum paid for the use, forbearance, or detention of sums loaned pursuant hereto. In the event that Lender ever receives, collects collects, or applies as interest any such excesssum, the such amount which would be excessive interest in excess of the Maximum Lawful Rate shall be deemed to be applied as a partial prepayment payment and reduction of the principal and treated hereunder of the indebtedness evidenced by the Notes, as suchdetermined by Lender; and, if the principal amount of the Obligation is Notes have been paid in full, any remaining excess shall forthwith be paid to Borrower. In determining whether or not the interest paid or payable under any specific contingency exceeds interest calculated at the Maximum Lawful Rate, Borrower and Lender shall, to the maximum extent permitted under by applicable law, (ia) characterize any nonprincipal non-principal payment as an expense, fee fee, or premium rather than as interest, (iib) exclude voluntary prepayments and the effects thereof, and (iiic) amortize, pro rateprorate, allocate allocate, and spread, spread in equal parts, or unequal parts the total amount of interest throughout the entire contemplated term of the Debentures; provided that, if indebtedness evidenced by the Debentures is paid and performed in full prior to the end of the full contemplated term thereof, and if the Notes so that interest received for the actual period of existence thereof exceeds interest calculated at entire term does not exceed the Maximum Rate, Lender shall refund to Borrower the amount of such excess or credit the amount of such excess against the principal amount of the Debentures and, in such event, Lender shall not be subject to any penalties provided by any laws for contracting for, charging, taking, reserving or receiving interest in excess of interest calculated at the Maximum Lawful Rate.

Maximum Interest Rate. (a) Regardless of any provision contained in any of the Loan Documents, Lender shall never be entitled to receive, collect or apply as interest on the Debentures any amount in excess of interest calculated at the Maximum Rate, and, in the event that any Lender ever receives, collects or applies as interest any such excess, the amount which would be excessive interest shall be deemed to be a partial prepayment of principal and treated hereunder as such; and, if the principal amount of the Obligation is paid in full, any remaining excess shall forthwith be paid to Borrower. In determining whether or not the interest paid or payable under any specific contingency exceeds interest calculated at the Maximum Rate, Borrower and Lender shall, to the maximum extent permitted under applicable law, (i) characterize any nonprincipal non-principal payment as an expense, fee or premium rather than as interest, ; (ii) exclude voluntary prepayments and the effects thereof, and (iii) amortize, pro rate, allocate and spread, in equal parts, the total amount of interest throughout the entire contemplated term of the Debentures; provided that, if the Debentures is are paid and performed in full prior to the end of the full contemplated term thereof, and if the interest received for the actual period of existence thereof exceeds interest calculated at the Maximum Rate, Lender shall refund to Borrower the amount of such excess or credit the amount of such excess against the principal amount of the Debentures and, in such event, Lender shall not be subject to any penalties provided by any laws for contracting for, charging, taking, reserving or receiving interest in excess of interest calculated at the Maximum Rate. (b) "Maximum Rate" shall mean, on any day, the highest nonusurious rate of interest (if any) permitted by applicable law on such day that at any time, or from time to time, may be contracted for, taken, reserved, charged or received on the Indebtedness evidenced by the Debentures under the laws which are presently in effect of the United States of America and the State of Texas or by the laws of any other jurisdiction which are or may be applicable to Be holders of the Debentures and such hndebtedness or, to the extent permitted by law, under such applicable laws of the United States of America and the State of Texas or by the laws of any other junsdiction which are or may be applicable to the holder of the Debentures and which may hereafter be in effect and which allow a higher maximum nonusurious interest rate than applicable laws now allow. Section 12.08.

Maximum Interest Rate. (a) Regardless of any provision contained in any of the Loan Documents, Lender shall never be entitled to receive, collect or apply as interest on the Debentures Revolving Credit Note any amount in excess of interest calculated at the Maximum Rate, and, in the event that Lender ever receives, collects or applies as interest any such excess, the amount which would be excessive interest shall be deemed to be a partial prepayment of principal and treated hereunder as such; and, if the principal amount of the Obligation is paid in full, any remaining excess shall forthwith be paid to Borrower. In determining whether or not the interest paid or payable under any specific contingency exceeds interest calculated at the Maximum Rate, Borrower and Lender shall, to the maximum extent permitted under applicable law, (i) characterize any nonprincipal payment as an expense, fee or premium rather than as interest, ; (ii) exclude voluntary prepayments and the effects thereof, ; and (iii) amortize, pro rate, allocate and spread, in equal parts, the total amount of interest throughout the entire contemplated term of the DebenturesRevolving Credit Note; provided that, if the Debentures is Revolving Credit Note are paid and performed in full prior to the end of the full contemplated term thereof, and if the interest received for the actual period of existence thereof exceeds interest calculated at the Maximum Rate, Lender shall refund to Borrower the amount of such excess or credit the amount of such excess against the principal amount of the Debentures Revolving Credit Note and, in such event, Lender shall not be subject to any penalties provided by any laws for contracting for, charging, taking, reserving or receiving interest in excess of interest calculated at the Maximum Rate.

Maximum Interest Rate. (a) Regardless of any provision provisions contained in this Loan Agreement, the Notes or in any of the other Loan Documents, Lender Banks shall never be deemed to have contracted for or be entitled to receive, collect or apply as interest on the Debentures Notes any amount in excess of interest calculated at the Maximum Rate, and, in the event that Lender any Bank ever receives, collects or applies as interest any such excess, the such amount which would be excessive interest shall be deemed to be a partial prepayment of principal and treated hereunder as such; , and, if the principal amount balance of the Obligation Note is paid in full, any remaining excess shall forthwith be paid to Borrower. In determining whether or not the interest paid or payable under any specific contingency exceeds interest calculated at the Maximum Rate, Borrower and Lender Banks shall, to the maximum extent permitted under by applicable law, (i) characterize any nonprincipal payment payments (other than payments which are expressly designated as interest payments hereunder) as an expense, fee fee, or premium premium, rather than as interest, (ii) exclude voluntary prepayments and the effects effect thereof, and (iii) amortize, pro rateprorate, allocate and spread, in equal parts, the total amount of interest throughout the entire contemplated term of the Debenturesindebtedness so that interest paid by Borrower does not exceed the Maximum Rate; provided that, if the Debentures a Note is paid and performed in full prior to the end of the full contemplated term thereof, and if the interest received for the actual period of existence thereof exceeds interest calculated at the Maximum Rate, Lender the affected Bank shall refund to Borrower the amount of such excess or credit the amount of such excess against the principal amount of the Debentures Note and, in such event, Lender Banks shall not be subject to any the penalties provided by any laws for contracting for, charging, taking, reserving or receiving interest in excess of interest calculated at the Maximum Rate.

Maximum Interest Rate. (a) Regardless of any provision contained in any of the Loan Documents, Lender shall never be entitled to receive, collect collect, or apply as interest (whether termed interest herein or deemed to be interest by operation of law or judicial determination) on the Debentures Note any amount in excess of interest calculated at the Maximum Rate, and, in the event that any Lender ever receives, collects collects, or applies as interest any such excess, then the amount which would be excessive interest shall be deemed to be a partial prepayment of principal and treated hereunder as such; and, if the principal amount of the Obligation is paid in full, then any remaining excess shall forthwith be paid to Borrower. In determining whether or not the interest paid or payable under any specific contingency exceeds interest calculated at the Maximum Rate, Borrower and Lender shall, to the maximum extent permitted under applicable law, : (ia) characterize any nonprincipal non-principal payment as an expense, fee fee, or premium rather than as interest, ; (iib) exclude voluntary prepayments and the effects thereof, ; and (iiic) amortize, pro rateprorate, allocate allocate, and spread, in equal parts, the total amount of interest throughout the entire contemplated term of the DebenturesNote; provided that, if the Debentures Note is paid and performed in full prior to the end of the full contemplated term thereof, and if the interest received for the actual period of existence thereof exceeds interest calculated at the Maximum Rate, then Lender shall refund to Borrower the amount of such excess or credit the amount of such excess against the principal amount of the Debentures Note and, in such event, Lender shall not be subject to any penalties provided by any laws for contracting for, charging, taking, reserving reserving, or receiving interest in excess of interest calculated at the Maximum Rate.

Maximum Interest Rate. (a) Regardless No provision of this Agreement or any provision contained other Loan Document shall require the payment or the collection of interest in excess of the maximum amount permitted by applicable law. If any excess of interest in such respect is hereby provided for, or shall be adjudicated to be so provided, in any Loan Document or otherwise in connection with this loan transaction, the provisions of this Section shall govern and prevail and neither the Borrower nor the sureties, guarantors, successors, or assigns of the Borrower shall be obligated to pay the excess amount of such interest or any other excess sum paid for the use, forbearance, or detention of sums loaned pursuant hereto. In the event any of the Loan DocumentsAgent, Lender shall never be entitled to receive, collect the Issuing Bank or apply as interest on the Debentures any amount in excess of interest calculated at the Maximum Rate, and, in the event that Lender Banks ever receives, collects collects, or applies as interest any such excesssum, the such amount which would be excessive interest in excess of the maximum amount permitted by applicable law shall be deemed to be applied as a partial prepayment payment and reduction of the principal and treated hereunder of the indebtedness evidenced by the Revolving Credit Notes or the Swing Line Note, as suchapplicable; and, if the principal amount of the Obligation is Revolving Credit Notes and the Swing Line Note has been paid in full, any remaining excess shall forthwith be paid to the Borrower. In determining whether or not the interest paid or payable under any specific contingency exceeds interest calculated at the Maximum Rate, the Borrower and Lender the Agent, the Issuing Bank and the Banks shall, to the maximum extent permitted under by applicable law, (ia) characterize any nonprincipal non-principal payment as an expense, fee fee, or premium rather than as interest, (iib) exclude voluntary prepayments and the effects thereof, ; and (iiic) amortize, pro rateprorate, allocate allocate, and spread, spread in equal parts, or unequal parts the total amount of interest throughout the entire contemplated term of the Debentures; provided that, if indebtedness evidenced by the Debentures is paid Revolving Credit Notes and performed in full prior to the end of the full contemplated term thereof, and if the Swing Line Note so that interest received for the actual period of existence thereof exceeds interest calculated at the Maximum Rate, Lender shall refund to Borrower the amount of such excess or credit the amount of such excess against the principal amount of the Debentures and, in such event, Lender shall entire term does not be subject to any penalties provided by any laws for contracting for, charging, taking, reserving or receiving interest in excess of interest calculated at exceed the Maximum Rate.

Maximum Interest Rate. (a) Regardless No provision of this Agreement or of any provision contained in any other Loan Document shall require the payment or the collection of the Loan Documents, Lender shall never be entitled to receive, collect or apply as interest on the Debentures any amount in excess of the maximum amount permitted by applicable law. If any excess of interest calculated at the Maximum Ratein such respect is hereby provided for, andor shall be adjudicated to be so provided, in any Loan Document or otherwise in connection with this loan transaction, the provisions of this Section shall govern and prevail and neither the Borrower nor the sureties, guarantors, successors, or assigns of the Borrower shall be obligated to pay the excess amount of such interest or any other excess sum paid for the use, forbearance, or detention of sums loaned pursuant hereto. In the event that Lender any Bank ever receives, collects collects, or applies as interest any such excesssum, the such amount which would be excessive interest in excess of the maximum amount permitted by applicable law shall be deemed to be applied as a partial prepayment payment and reduction of the principal and treated hereunder as suchof the indebtedness evidenced by the Notes; and, if the principal amount of the Obligation is Notes has been paid in full, any remaining excess shall forthwith be paid to the Borrower. In determining whether or not the interest paid or payable under any specific contingency exceeds interest calculated at the Maximum Rate, the Borrower and Lender each Bank shall, to the maximum extent permitted under by applicable law, but only if the interest cannot be reduced and then recaptured pursuant to Section 2.4 hereof, and solely to the extent necessary so that the interest paid does not exceed the Maximum Rate, (ia) characterize any nonprincipal non-principal payment as an expense, fee fee, or premium rather than as interest, (iib) exclude voluntary prepayments and the effects thereof, and (iiic) amortize, pro rateprorate, allocate allocate, and spread, spread in equal parts, or unequal parts the total amount of interest throughout the entire contemplated term of the Debentures; provided that, if indebtedness evidenced by the Debentures is paid and performed in full prior to the end of the full contemplated term thereof, and if the Notes so that interest received for the actual period of existence thereof exceeds interest calculated at the Maximum Rate, Lender shall refund to Borrower the amount of such excess or credit the amount of such excess against the principal amount of the Debentures and, in such event, Lender shall entire term does not be subject to any penalties provided by any laws for contracting for, charging, taking, reserving or receiving interest in excess of interest calculated at exceed the Maximum Rate.

Maximum Interest Rate. (a) Regardless of any provision contained in any of the Loan Documentsthis Convertible Note, Lender shall never be entitled to receive, collect or apply as interest on the Debentures Convertible Note any amount in excess of interest calculated at the Maximum Rate, and, in the event that Lender ever receives, collects or applies as interest any such excess, the amount which would be excessive interest shall be deemed to be a partial prepayment of principal and treated Issuer's Initial _____ hereunder as such; and, if the principal amount of the Obligation Convertible Note is paid in full, any remaining excess shall forthwith be paid to Borrower. In determining whether or not the interest paid or payable under any specific contingency exceeds interest calculated at the Maximum Rate, Borrower and Lender shall, to the maximum extent permitted under applicable law, (i) characterize any nonprincipal non principal payment as an expense, fee or premium rather than as interest, ; (ii) exclude voluntary prepayments and the effects thereof, and (iii) amortize, pro rate, allocate and spread, in equal parts, the total amount of interest throughout the entire contemplated term of the DebenturesConvertible Note; provided that, if the Debentures Convertible Note is paid and performed in full prior to the end of the full contemplated term thereof, and if the interest received for the actual period of existence thereof exceeds interest calculated at the Maximum Rate, Lender shall refund to Borrower the amount of such excess or credit the amount of such excess against the principal amount of the Debentures Convertible Note and, in such event, Lender shall not be subject to any penalties provided by any laws for contracting for, charging, taking, reserving or receiving interest in excess of interest calculated at the Maximum Rate.

Maximum Interest Rate. (a) Regardless of any provision provisions contained in this Agreement or in any of other documents and instruments referred to herein, the Loan Documents, Lender Banks shall never be deemed to have contracted for or be entitled to receive, collect or apply as interest on the Debentures Notes any amount in excess of interest calculated at the Maximum Rate, and, Rate and in the event that Lender the Banks ever receivesreceive, collects collect or applies apply as interest any such excess, or if an acceleration of the maturity of the Notes or if any prepayment by Borrower results in Borrower having paid any interest in excess of the Maximum Rate, such amount which would be excessive interest shall be deemed applied to be a partial prepayment the reduction of the unpaid principal and treated hereunder as such; balance of the Notes for which such excess was received, collected or applied, and, if the principal amount balance of the Obligation such Notes is paid in full, any remaining excess shall forthwith be paid to Borrower. All sums paid or agreed to be paid to the Banks for the use, forbearance or detention of the indebtedness evidenced by the Notes and/or this Agreement shall, to the extent permitted by applicable law, be amortized, prorated, allocated and spread throughout the full term of such indebtedness until payment in full so that the rate or amount of interest on account of such indebtedness does not exceed the Maximum Rate. In determining whether or not the interest paid or payable under any specific contingency exceeds interest calculated at the Maximum Rate, Borrower and Lender the Banks shall, to the maximum extent permitted under applicable law, (i) characterize any nonprincipal non-principal payment as an expense, fee or premium premium, rather than as interest, ; and (ii) exclude voluntary prepayments and the effects effect thereof, ; and (iii) amortize, pro rate, allocate and spread, in equal parts, compare the total amount of interest contracted for, charged or received with the total amount of interest which could be contracted for, charged or received throughout the entire contemplated term of the Debentures; provided that, if the Debentures is paid and performed in full prior to the end of the full contemplated term thereof, and if the interest received for the actual period of existence thereof exceeds interest calculated Notes at the Maximum Rate, Lender shall refund to Borrower the amount . For purposes of such excess or credit the amount of such excess against the principal amount Section 303 of the Debentures andTexas Finance Code, in such event, Lender shall not be subject to the extent applicable to any penalties Bank or Agent, Borrowers agree that the Maximum Rate (as defined herein) shall be the "weekly ceiling" as defined in said Chapter, provided that such Lender or Agent, as applicable, may also rely, to the extent permitted by any applicable laws for contracting forof the State of Texas and the United States of America, charging, taking, reserving or receiving interest in excess on alternative maximum rates of interest calculated at under the Maximum RateTexas Finance Code or other laws applicable to such Bank or Agent from time to time if greater.

Maximum Interest Rate. It is the intention of Lender and Borrower and all other parties to the Loans to conform to and contract in strict compliance with applicable usury laws from time-to-time in effect. All agreements between Lender or any other holder of the Notes and Borrower (a) Regardless of or any provision contained in any of other party liable with respect to indebtedness under the Loan Documents) are hereby limited by this provision, Lender which shall never control and override all such agreements. In no way, nor in any event or contingency (including, but not limited to, prepayment, default, demand for payment, or the acceleration of maturity of any Obligations, or the recharacterization of any application fee, loan commitment fees, additional commitment fees, or origination fees as interest), shall the interest taken, reserved, contracted for, charged or received under the Notes, or otherwise, exceed the Maximum Rate. If, from any possible construction of any document, interest would otherwise be entitled to receive, collect or apply as interest on the Debentures any amount payable in excess of interest calculated at the Maximum Rate, and, in the event that Lender ever receives, collects or applies as interest any such excess, the amount which would be excessive interest construction shall be deemed subject to this provision, and such document shall be a partial prepayment of principal automatically reformed, and treated hereunder as such; and, if the principal amount of the Obligation is paid in full, any remaining excess shall forthwith be paid to Borrower. In determining whether or not the interest paid or payable under any specific contingency exceeds interest calculated at shall be automatically reduced to the Maximum Rate, Borrower and Lender shall, to the maximum extent Rate permitted under applicable law, (i) characterize any nonprincipal payment as an expense, fee or premium rather than as interest, (ii) exclude voluntary prepayments and without the effects thereof, and (iii) amortize, pro rate, allocate and spread, in equal parts, the total amount of interest throughout the entire contemplated term necessity of the Debentures; provided that, if execution of any amendment or new document. If Lender or the Debentures is paid and performed in full prior to the end holder of the full contemplated term thereofNotes shall ever receive any thing of value that is characterized as interest under applicable law and that would apart from this provision, and if the interest received for the actual period be in excess of existence thereof exceeds interest calculated at the Maximum Rate, Lender shall refund an amount equal to the amount that would have been excessive interest shall, without penalty, be applied to the reduction of the principal amount owing on the applicable Note in the inverse order of its maturity and not to the payment of interest, or refunded to Borrower or the other payor thereof if and to the extent such amount, which would have been excessive, exceeds such unpaid principal. The right to accelerate the maturity of the Notes, or any other indebtedness, does not include the right to accelerate any interest that has not otherwise accrued on the date of such acceleration, and the Lender or the holder thereof does not intend to charge or receive any unearned interest in the event of acceleration. All interest paid or agreed to be paid to the Lender or the holder of the Notes shall, to the extent permitted by applicable law, be amortized, prorated, allocated and spread throughout the full stated term (including any renewal or extension) of the Notes so that the amount of such excess or credit the amount interest on account of such excess against the principal amount of the Debentures and, in such event, Lender shall indebtedness does not be subject to any penalties provided by any laws for contracting for, charging, taking, reserving or receiving interest in excess of interest calculated at exceed the Maximum Rate. As used in this paragraph, the term "applicable law" shall mean the laws of the State of Texas or the federal laws of the United States of America, which ever laws allow the greater interest, as such laws now exist may be changed or amended or come in effect in the future.

Maximum Interest Rate. (a) Regardless of any provision contained in any of the Loan DocumentsPapers, no Lender shall never be is entitled to contract for, charge, take, reserve, receive, collect or apply apply, as interest on the Debentures Obligation, or any part thereof, any amount in excess of interest calculated at the Maximum Highest Lawful Rate, and, in the event that Lender Lenders ever receivescontract for, collects charge, take, reserve, receive, or applies apply as interest any such excess, the amount which would be excessive interest it shall be deemed to be a partial prepayment of principal and treated hereunder as such; and, if the principal amount of the Obligation Principal Debt is paid in full, any remaining excess shall forthwith be paid to Borrower. In determining whether or not the interest paid or payable payable, under any specific contingency contingency, exceeds interest calculated at the Maximum Highest Lawful Rate, Borrower and Lender Lenders shall, to the maximum extent permitted under applicable lawLaw, (ia) characterize any nonprincipal payment as an expense, fee fee, or premium rather than as interest, (iib) exclude voluntary prepayments and the effects thereof, and (iiic) amortize, pro rate, allocate and "spread, in equal parts, " the total amount of interest throughout the entire contemplated term of the DebenturesObligation; provided that, if the Debentures Obligation is paid and performed in full prior to the end of the full contemplated term thereof, and if the interest received for the actual period of existence thereof exceeds interest calculated at the Maximum Highest Lawful Rate, Lender Lenders shall refund to Borrower the amount of such excess or credit the amount of such excess against the principal amount of the Debentures excess, and, in such event, Lender Lenders shall not be subject to any penalties provided by any laws Laws for contracting for, charging, taking, reserving reserving, or receiving interest in excess of interest calculated at the Maximum Highest Lawful Rate.. To the extent the Laws of the State of Texas are applicable for purposes of determining the "Highest Lawful Rate", such term shall mean the "indicated rate ceiling" from time to time in effect under Article 1.04, Title 79, Revised Civil Statutes of Texas, as amended, or, if permitted by applicable Law and effective upon the giving of the notices required by such Article 1.04 (or effective upon any other date otherwise specified by applicable Law), the "monthly ceiling", the "quarterly ceiling", or "annualized ceiling" from time to time in effect under such Article 1.04, whichever Lenders shall elect to substitute for the "indicated rate ceiling", and vice versa, each such substitution to have the effect provided in such Article 1.04; and Lenders shall be entitled to make such election from time to time and one or more times and, without notice

Maximum Interest Rate. (a) Regardless of any provision contained in any of the Loan Documents, Lender shall never be entitled to receive, collect or apply as interest on the Debentures any amount in excess of interest calculated at the Maximum Rate, and, in the event that any Lender ever receives, collects or applies as interest any such excess, the amount which would be excessive interest shall be deemed to be a partial prepayment of principal and treated hereunder as such; and, if the principal amount of the Obligation is paid in full, any remaining excess shall forthwith be paid to Borrower. In determining whether or not the interest paid or payable under any specific contingency exceeds interest calculated at the Maximum Rate, Borrower and Lender shall, to the maximum extent permitted under applicable law, (i) characterize any nonprincipal non-principal payment as an expense, fee or premium rather other than as interest, ; (ii) exclude voluntary prepayments and the effects thereof, and (iii) amortize, pro rate, allocate and spread, in equal parts, the total amount of interest throughout the entire contemplated term of the Debentures; provided that, if the Debentures is are paid and performed in full prior to the end of the full contemplated term thereof, and if the interest received for the actual period of existence thereof exceeds interest calculated at the Maximum Rate, Lender shall refund to Borrower the amount of such excess or credit the amount of such excess against the principal amount of the Debentures and, in such event, Lender shall not be subject to any penalties provided by any laws for contracting for, charging, taking, reserving or receiving interest in excess of interest calculated at the Maximum Rate.

Maximum Interest Rate. (a) Regardless of any provision contained in any of the Loan Documentsthis Convertible Note, Lender shall never be entitled to receive, collect or apply as interest on the Debentures Convertible Note any amount in excess of interest calculated at the Maximum Rate, and, in the event that Lender ever receives, collects or applies as interest any such excess, the amount which would be excessive interest shall be deemed to be a partial prepayment of principal and treated hereunder as such; and, if the principal amount of the Obligation Convertible Note is paid in full, any remaining excess shall forthwith be paid to Borrower. In determining whether or not the interest paid or payable under any specific contingency exceeds interest calculated at the Maximum Rate, Borrower and Lender shall, to the maximum extent permitted under applicable law, (i) characterize any nonprincipal non principal payment as an expense, fee or premium rather than as interest, ; (ii) exclude voluntary prepayments and the effects thereof, and (iii) amortize, pro rate, allocate and spread, in equal parts, the total amount of interest throughout the entire contemplated term of the DebenturesConvertible Note; provided that, if the Debentures Convertible Note is paid and performed in full prior to the end of the full contemplated term thereof, and if the interest received for the actual period of existence thereof exceeds interest calculated at the Maximum Rate, Lender shall refund to Borrower the amount of such excess or credit the amount of such excess against the principal amount of the Debentures Convertible Note and, in such event, Lender shall not be subject to any penalties provided by any laws for contracting for, charging, taking, reserving or receiving interest in excess of interest calculated at the Maximum Rate.

Maximum Interest Rate. (a) Regardless of any provision contained in any of the Loan Documentsthis Debenture, Lender shall never be entitled to receive, collect or apply as interest on the Debentures Debenture any amount in excess of interest calculated at the Maximum Rate, and, and in the event that Lender ever receives, collects or applies as interest any such excess, the amount which would be excessive interest shall be deemed to be a partial prepayment of principal and treated hereunder as such; and, if the principal amount of the Obligation Debenture is paid in full, any remaining excess shall forthwith be paid to Borrower. In determining whether or not the interest paid or payable under any specific contingency exceeds interest calculated at the Maximum Rate, Borrower and Lender shall, to the maximum extent permitted under applicable law, (i) characterize any nonprincipal non principal payment as an expense, fee or premium rather than as interest, (ii) exclude voluntary prepayments and the effects thereof, and (iii) amortize, pro rate, allocate and spread, in equal parts, the total amount of interest throughout the entire contemplated term of the DebenturesDebenture; provided that, if the Debentures Debenture is paid and performed in full prior to the end of the full contemplated term thereof, and if the interest received for the actual period of existence thereof exceeds interest calculated at the Maximum Rate, Lender shall refund to Borrower the amount of such excess or credit the amount of such excess against the principal amount of the Debentures Debenture and, in such event, Lender shall not be subject to any penalties provided by any laws for contracting for, charging, taking, reserving or receiving interest in excess of interest calculated at the Maximum Rate.

Maximum Interest Rate. (a) Regardless No provision of this Agreement, the Guarantee or of any provision contained in any other Loan Document shall require the payment or the collection of the Loan Documents, Lender shall never be entitled to receive, collect or apply as interest on the Debentures any amount in excess of the maximum permitted by applicable law. If any excess of interest calculated at the Maximum Ratein such respect is hereby provided for, andor shall be adjudicated to be so provided, in any Loan Document or otherwise in connection with this loan transaction, the provisions of this Section 11.08 shall govern and prevail and neither Borrower nor the sureties, guarantors, successors, or assigns of Borrower shall be obligated to pay the excess amount of such interest or any other excess sum paid for the use, forbearance, or detention of sums loaned pursuant hereto. In the event that any Lender ever receives, collects collects, or applies as interest any such excesssum, the such amount which would be excessive interest in excess of the maximum amount permitted by applicable law shall be deemed to be applied as a partial prepayment payment and reduction of the principal and treated hereunder as suchof the indebtedness evidenced by the Note; and, if the principal amount of the Obligation is Note has been paid in full, any remaining excess shall forthwith be paid to BorrowerBorrowers. In determining whether or not the interest paid or payable under any specific contingency exceeds interest calculated at the Maximum Rate, Borrower and Administrative Agent and each Lender shall, to the maximum extent permitted under by applicable law, law (ia) characterize any nonprincipal payment as an expense, fee fee, or premium rather than as interest, (iib) exclude voluntary prepayments and the effects thereof, and (iiic) amortize, pro rateprorate, allocate allocate, and spread, spread in equal parts, or unequal parts the total amount of interest throughout the entire contemplated term of the Debentures; provided that, if indebtedness evidenced by the Debentures is paid and performed in full prior to the end of the full contemplated term thereof, and if the Note so that interest received for the actual period of existence thereof exceeds interest calculated at entire term does not exceed the Maximum Rate. For purposes of current Texas law, the maximum interest rate permitted to be charged shall be the weekly rate ceiling from time to time in effect, as provided for and defined in Chapter 303 of the Texas Financial Code, as same may be amended from time to time. To the extent permitted by, and in accordance with, applicable law, Lender shall refund have the right to Borrower change the amount of such excess or credit the amount of such excess against the principal amount of the Debentures and, in such event, Lender shall not be subject applicable rate ceiling from time to any penalties provided by any laws for contracting for, charging, taking, reserving or receiving interest in excess of interest calculated at the Maximum Ratetime.

Maximum Interest Rate. (a) Regardless No provision of this Agreement or of --------------------- any provision contained in any other Loan Document shall require the payment or permit the collection of the Loan Documents, Lender shall never be entitled to receive, collect or apply as interest on the Debentures any amount in excess of the CREDIT AGREEMENT PAGE 56 ---------------- maximum permitted by applicable Law. If any excess of interest calculated at the Maximum Ratein such respect is hereby provided for, andor shall be adjudicated to be so provided, in any Loan Document or otherwise in connection with this loan transaction, the provisions of this Section shall govern and prevail and neither Borrower nor the sureties, guarantors, successors, or assigns of Borrower shall be obligated to pay the excess amount of such interest or any other excess sum paid for the use, forbearance, or detention of sums loaned pursuant hereto. In the event that Lender Agent or any Bank ever receives, collects collects, or applies as interest any such excesssum, the such amount which would be excessive interest in excess of the maximum amount permitted by applicable law shall be deemed to be applied as a partial prepayment payment and reduction of the principal and treated hereunder as suchof the indebtedness evidenced by the Notes; and, if the principal amount of the Obligation is Notes has been paid in full, any remaining excess shall forthwith be paid to Borrower. In determining whether or not the interest paid or payable under any specific contingency exceeds interest calculated at the Maximum Rate, Borrower and Lender Bank shall, to the maximum extent permitted under by applicable law, (ia) characterize any nonprincipal non-principal payment as an expense, fee fee, or premium rather than as interest, (iib) exclude voluntary prepayments and the effects thereof, and (iiic) amortize, pro rateprorate, allocate allocate, and spread, spread in equal parts, or unequal parts the total amount of interest throughout the entire contemplated term of the Debentures; provided that, if indebtedness evidenced by the Debentures is paid and performed in full prior to the end of the full contemplated term thereof, and if the Notes so that interest received for the actual period of existence thereof exceeds interest calculated at entire term does not exceed the Maximum Rate. In addition to the foregoing, Lender the Bank shall refund be permitted to Borrower the amount cure any violation or alleged violation of such excess or credit the amount of such excess against the principal amount of the Debentures and, applicable usury laws in such event, Lender shall not be subject to any penalties provided manner permitted by any laws for contracting for, charging, taking, reserving or receiving interest in excess of interest calculated at the Maximum RateTex. Rev. Civ. Stat. Xxx. article 5069-1.06.

Maximum Interest Rate. (a) Regardless No provision of this Agreement or of any provision contained other Loan Document shall require the payment or the collection of interest in excess of the maximum permitted by applicable law. If any excess of interest in such respect is hereby provided for, or shall be adjudicated to be so provided, in any Loan Document or otherwise in connection with this loan transaction, the provisions of this Section 10.13 shall govern and prevail and neither of the Companies nor the sureties, guarantors, successors, or assigns of any of the Loan DocumentsCompanies shall be obligated to pay the excess amount of such interest or any other excess sum paid for the use, Lender shall never be entitled to receiveforbearance, collect or apply as interest on the Debentures any amount in excess detention of interest calculated at the Maximum Rate, and, in sums loaned pursuant hereto. In the event that any THIRD AMENDED AND RESTATED CREDIT AGREEMENT, PAGE 78 86 Lender ever receives, collects collects, or applies as interest any such excesssum, the such amount which would be excessive interest in excess of the maximum amount permitted by applicable law shall be deemed to be applied as a partial prepayment payment and reduction of the principal and treated hereunder as suchof the indebtedness evidenced by the Notes; and, if the principal amount of the Obligation is Notes has been paid in full, any remaining excess shall forthwith be paid to Borrowerthe Borrowers. In determining whether or not the interest paid or payable under any specific contingency exceeds interest calculated at the Maximum Rate, Borrower the Borrowers and each Lender shall, to the maximum extent permitted under by applicable law, (i) characterize any nonprincipal payment as an expense, fee fee, or premium rather than as interest, (ii) exclude voluntary prepayments and the effects thereof, and (iii) amortize, pro rateprorate, allocate allocate, and spread, spread in equal parts, or unequal parts the total amount of interest throughout the entire contemplated term of the Debentures; provided that, if indebtedness evidenced by the Debentures is paid and performed in full prior to the end of the full contemplated term thereof, and if the Notes so that interest received for the actual period of existence thereof exceeds interest calculated at entire term does not exceed the Maximum Rate. Without limiting the generality of the foregoing, Lender if and to the extent necessary to ensure compliance with this Section 10.13, what would otherwise be the joint and several liability of a Borrower with respect to any Advances and any Notes shall refund instead be deemed to Borrower be the amount liability of such excess or credit the amount Borrower as a guarantor of payment of such excess against the principal amount Advances and not as a co-borrower of such Advances or as a co-maker of such Notes. In furtherance of the Debentures andforegoing, in such eventeach Borrower hereby irrevocable and unconditionally guarantees to the Administrative Agent and the Lenders the punctual payment and performance of the obligations of each other Borrower under the Loan Documents, Lender shall not be subject to any penalties provided by any laws for contracting for, charging, taking, reserving or receiving interest in excess including without limitations the timely payment of interest calculated at the Maximum RateObligations.

Maximum Interest Rate. (a) Regardless of any provision contained in any of the Loan Documents, Lender shall never be entitled to receive, collect or apply as interest on the Debentures any amount in excess of interest calculated -------------------------------------------------------------------------------- 26 27 Loan Agreement (continued) -------------------------------------------------------------------------------- at the Maximum Rate, and, in the event that any Lender ever receives, collects or applies as interest any such excess, the amount which would be excessive interest shall be deemed to be a partial prepayment of principal and treated hereunder as such; and, if the principal amount of the Obligation is paid in full, any remaining excess shall forthwith be paid to Borrower. In determining whether or not the interest paid or payable under any specific contingency exceeds interest calculated at the Maximum Rate, Borrower and Lender shall, to the maximum extent permitted under applicable law, (i) characterize any nonprincipal non-principal payment as an expense, fee or premium rather than as interest, ; (ii) exclude voluntary prepayments and the effects thereof, and (iii) amortize, pro rate, allocate and spread, in equal parts, the total amount of interest throughout the entire contemplated term of the Debentures; provided that, if the Debentures is are paid and performed in full prior to the end of the full contemplated term thereof, and if the interest received for the actual period of existence thereof exceeds interest calculated at the Maximum Rate, Lender shall refund to Borrower the amount of such excess or credit the amount of such excess against the principal amount of the Debentures and, in such event, Lender shall not be subject to any penalties provided by any laws for contracting for, charging, taking, reserving or receiving interest in excess of interest calculated at the Maximum Rate.

Maximum Interest Rate. (a) Regardless No provision of this Agreement or any provision contained other Loan Document shall require the payment or the collection of interest in excess of the maximum amount permitted by applicable law. If any excess of interest in such respect is hereby provided for, or shall be adjudicated to be so provided, in any Loan Document or otherwise in connection with this loan transaction, the provisions of this Section shall govern and prevail and neither the Borrowers nor the sureties, guarantors, successors, or assigns of the Borrowers shall be obligated to pay the excess amount of such interest or any other excess sum paid for the use, forbearance, or detention of sums loaned pursuant hereto. In the event any of the Loan DocumentsAdministrative Agents, Lender shall never be entitled to receive, collect the Issuing Lenders or apply as interest on the Debentures any amount in excess of interest calculated at the Maximum Rate, and, in the event that Lender Lenders ever receives, collects collects, or applies as interest any such excesssum, the such amount which would be excessive interest in excess of the maximum amount permitted by applicable law shall be deemed to be applied as a partial prepayment payment and reduction of the principal and treated hereunder of the indebtedness evidenced by the Notes or the Swing Line Notes, as suchapplicable; and, if the principal amount of the Obligation is Notes and the Swing Line Notes has been paid in full, any remaining excess shall forthwith be paid to Borrowerthe applicable Borrowers. In determining whether or not the interest paid or payable under any specific contingency exceeds interest calculated at the Maximum Rate, Borrower the Borrowers and Lender the Administrative Agents, the Issuing Lenders and the Lenders shall, to the maximum extent permitted under by applicable law, (ia) characterize any nonprincipal non-principal payment as an expense, fee fee, or premium rather than as interest, (iib) exclude voluntary prepayments and the effects thereof, ; and (iiic) amortize, pro rateprorate, allocate allocate, and spread, spread in equal parts, or unequal parts the total amount of interest throughout the entire contemplated term of the Debentures; provided that, if indebtedness evidenced by the Debentures is paid Revolving Credit Notes and performed in full prior to the end of the full contemplated term thereof, and if the Swing Line Notes so that interest received for the actual period of existence thereof exceeds interest calculated at the Maximum Rate, Lender shall refund to Borrower the amount of such excess or credit the amount of such excess against the principal amount of the Debentures and, in such event, Lender shall entire term does not be subject to any penalties provided by any laws for contracting for, charging, taking, reserving or receiving interest in excess of interest calculated at exceed the Maximum Rate.

Maximum Interest Rate. (a) Regardless of any provision contained in any of the Loan Documents, Lender Lenders shall never be entitled to receive, collect or apply as interest on the Debentures Notes any amount in excess of interest calculated at the Maximum Rate, and, in the event that Lender ever receives, collects or applies as interest any such excess, the amount which would be excessive interest shall be deemed to be a partial prepayment of principal and treated hereunder as such; and, if the principal amount of the Obligation Obligations is paid in full, any remaining excess shall forthwith be paid to Borrowerthe Company. In determining whether or not the interest paid or payable under any specific contingency exceeds interest calculated at the Maximum Rate, Borrower the Company and Lender Lenders shall, to the maximum extent permitted under applicable law, (i) characterize any nonprincipal payment as an expense, fee or premium rather than as interest, ; (ii) exclude voluntary prepayments and the effects thereof, ; and (iii) amortize, pro rateprorate, allocate and spread, in equal parts, the total amount of interest throughout the entire contemplated term of the DebenturesNotes so that the interest rate is uniform throughout the entire term; provided that, if the Debentures is Notes are paid and performed in full prior to the end of the full contemplated term thereof, and if the interest received for the actual period of existence thereof exceeds interest calculated at the Maximum Rate, Lender shall refund to Borrower the Company the amount of such excess or credit the amount of such excess against the principal amount of the Debentures Notes and, in such event, Lender shall not be subject to any penalties provided by any laws for contracting for, charging, taking, reserving or receiving interest in excess of interest calculated at the Maximum Rate.

Maximum Interest Rate. (a) Regardless of any provision contained in any of the Loan Documents, Lender shall never be entitled to receive, collect collect, or apply as interest (whether termed interest herein or deemed to be interest by operation of law or judicial determination) on the Debentures Notes any amount in excess of interest calculated at the Maximum Rate, and, in the event that the Lender ever receives, collects collects, or applies as interest any such excess, then the amount which would be excessive interest shall be deemed to be a partial prepayment of principal and treated hereunder as such; and, if the principal amount of the Obligation is paid in full, then any remaining excess shall forthwith be paid to Borrower. In determining whether or not the interest paid or payable under any specific contingency exceeds interest calculated at the Maximum Rate, Borrower and Lender shall, to the maximum extent permitted under Lender applicable law, : (ia) characterize any nonprincipal non-principal payment as an expense, fee fee, or premium rather than as interest, ; (iib) exclude voluntary prepayments and the effects thereof, ; and (iiic) amortize, pro rateprorate, allocate allocate, and spread, in equal parts, the total amount of interest throughout the entire contemplated term of the DebenturesNotes; provided that, if the Debentures is Notes are paid and performed in full prior to the end of the full contemplated term thereof, and if the interest received for the actual period of existence thereof exceeds interest calculated at the Maximum Rate, then Lender shall refund to Borrower the amount of such excess or credit the amount of such excess against the principal amount of the Debentures Notes and, in such event, Lender shall not be subject to any penalties provided by any laws for contracting for, charging, taking, reserving reserving, or receiving interest in excess of interest calculated at the Maximum Rate.

Maximum Interest Rate. (a) Regardless of any provision contained in any of the Loan Documents, Lender shall never be entitled to receive, collect or apply as interest on the Debentures Debenture any amount in excess of interest calculated at the Maximum Rate, and, in the event that Lender ever receives, collects or applies as interest any such excess, the amount which would be excessive interest shall be deemed to be a partial prepayment of principal and treated hereunder as such; and, if the principal amount of the Obligation is paid in full, any remaining excess shall forthwith be paid to Borrower. In determining whether or not the interest paid or payable under any specific contingency exceeds interest calculated at the Maximum Rate, Borrower and Lender shall, to the maximum extent permitted under applicable law, (i) characterize any nonprincipal payment as an expense, fee or premium rather than as interest, (ii) exclude voluntary prepayments and the effects thereof, and (iii) amortize, pro rate, allocate and spread, in equal parts, the total amount of interest throughout the entire contemplated term of the DebenturesDebenture; provided that, if the Debentures Debenture is paid and performed in full prior to the end of the full contemplated term thereof, and if the interest received for the actual period of existence thereof exceeds interest calculated at the Maximum Rate, Lender shall refund to Borrower the amount of such excess or credit the amount of such excess against the principal amount of the Debentures Debenture and, in such event, Lender shall not be subject to any penalties provided by any laws for contracting for, charging, taking, reserving or receiving interest in excess of interest calculated at the Maximum Rate.

Maximum Interest Rate. (a) Regardless No provision of this Agreement --------------------- or of any provision contained in any other Loan Document shall require the payment or the collection of the Loan Documents, Lender shall never be entitled to receive, collect or apply as interest on the Debentures any amount in excess of the maximum amount permitted by applicable law. If any excess of interest calculated at the Maximum Ratein such respect is hereby provided for, andor shall be adjudicated to be so provided, in any Loan Document or otherwise in connection with this loan transaction, the provisions of this Section shall govern and prevail and neither the Borrower nor the sureties, guarantors, successors, or assigns of the Borrower shall be obligated to pay the excess amount of such interest or any other excess sum paid for the use, forbearance, or detention of sums loaned pursuant hereto. In the event that any Lender ever receives, collects collects, or applies as interest any such excesssum, the such amount which would be excessive interest in excess of the maximum amount permitted by applicable law shall be deemed to be applied as a partial prepayment payment and reduction of the principal and treated hereunder as suchof the indebtedness evidenced by the Notes; and, if the principal amount of the Obligation is Notes has been paid in full, any remaining excess shall forthwith be paid to the Borrower. In determining whether or not the interest paid or payable under any specific contingency exceeds interest calculated at the Maximum Rate, the Borrower and each Lender shall, to the maximum extent permitted under by applicable law, (ia) characterize any nonprincipal non-principal payment as an expense, fee fee, or premium rather than as interest, (iib) exclude voluntary prepayments and the effects thereof, and (iiic) amortize, pro rateprorate, allocate allocate, and spread, spread in equal parts, or unequal parts the total amount of interest throughout the entire contemplated term of the Debentures; provided that, if indebtedness evidenced by the Debentures is paid and performed in full prior to the end of the full contemplated term thereof, and if the Notes so that interest received for the actual period of existence thereof exceeds interest calculated at the Maximum Rate, Lender shall refund to Borrower the amount of such excess or credit the amount of such excess against the principal amount of the Debentures and, in such event, Lender shall entire term does not be subject to any penalties provided by any laws for contracting for, charging, taking, reserving or receiving interest in excess of interest calculated at exceed the Maximum Rate.

Maximum Interest Rate. (a) Regardless of any provision contained in any of the Loan Documents, Lender the Lenders shall never be entitled to receive, collect or apply as interest on the Debentures any amount in excess of interest calculated at the Maximum Rate, and, in the event that any Lender ever receives, collects or applies as interest any such excess, the amount which would be excessive interest shall be deemed to be a partial prepayment of principal and treated hereunder as such; and, if the principal amount of the Obligation is paid in full, any remaining excess shall forthwith be paid to Borrower. In determining whether or not the interest paid or payable under any specific contingency exceeds interest calculated at the Maximum Rate, Borrower and Lender the Lenders shall, to the maximum extent permitted under applicable law, (i) characterize any nonprincipal payment as an expense, fee or premium rather than as interest, (ii) exclude voluntary prepayments and the effects thereof, and (iii) amortize, pro rate, allocate and spread, in equal parts, the total -------------------------------------------------------------------------------- Agreement (Continued) -------------------------------------------------------------------------------- amount of interest throughout the entire contemplated term of the Debentures; provided that, if the Debentures is are paid and performed in full prior to the end of the full contemplated term thereof, and if the interest received for the actual period of existence thereof exceeds interest calculated at the Maximum Rate, Lender the Lenders shall refund to Borrower the amount of such excess or credit the amount of such excess against the principal amount of the Debentures and, in such event, Lender the Lenders shall not be subject to any penalties provided by any laws for contracting for, charging, taking, reserving or receiving interest in excess of interest calculated at the Maximum Rate.

Maximum Interest Rate. (a) Regardless of any provision contained herein, or in any of other documents or instruments executed in connection herewith, the Loan Documents, Lender Holder hereof shall never be entitled to receive, collect collect, or apply apply, as interest on the Debentures hereon, any amount in excess of interest calculated at the Maximum Rate, and, Highest Lawful Rate and in the event that Lender the Holder hereof ever receives, collects collects, or applies applies, as interest interest, any such excess, the such amount which would be excessive interest shall be deemed to be a partial prepayment of principal and treated hereunder as such; and, if the principal amount of the Obligation hereof is paid in full, any remaining excess shall forthwith be paid refunded to BorrowerMaker. In determining whether or not the interest paid or payable payable, under any specific contingency contingency, exceeds interest calculated at the Maximum Highest Lawful Rate, Borrower Maker and Lender the Holder hereof shall, to the maximum extent permitted under applicable law, (ia) characterize any nonprincipal payment as an expense, fee fee, or premium rather than as interest, (iib) exclude voluntary prepayments and the effects thereof, and (iiic) amortize, pro rate, allocate and spread, in equal parts, spread the total amount of interest throughout the entire contemplated term of the Debentureshereof; provided that, if the Debentures is paid and performed in full prior to the end of the full contemplated term thereof, and that if the interest received for the actual period of existence thereof hereof exceeds interest calculated at the Maximum Highest Lawful Rate, Lender the Holder hereof shall either apply or refund to Borrower Maker the amount of such excess or credit the amount of such excess against the principal amount of the Debentures andas herein provided, and in such event, Lender event the Holder hereof shall not be subject to any penalties provided by any laws for contracting for, charging, taking, reserving or receiving interest in excess of the Highest Lawful Rate. For purposes of this Note, the term ?Highest Lawful Rate? shall mean, at any given time, the maximum nonusurious interest calculated at rate, if any, that may be contracted for or received on the Maximum Rateindebtedness evidenced by this Note under applicable federal and state laws.