Common use of Usury Laws Clause in Contracts

Usury Laws. If any provision of this Agreement would oblige the Customer to make any payment of interest or other amount payable to EFS in an amount or calculated at a rate prohibited by law or would result in a receipt by EFS of interest at a criminal rate (as such terms are construed under the Criminal Code (Canada)), then notwithstanding such provision, such amount or rate shall be deemed to have been adjusted with retroactive effect to the maximum amount or rate of interest, as the case may be, as would not be so prohibited by law or so result in a receipt by EFS of interest at a criminal rate, such adjustment to be effected, to the extent necessary, as follows: (a) firstly, by reducing the amount or rate of interest required to be paid to EFS under the Agreement; and (b) thereafter, by reducing any fees, commissions, premiums and other amounts required to be paid to EFS that would constitute interest for purposes of section 347 of the Criminal Code (Canada); but in all circumstances after taking into account and offsetting any incentive and rebate amounts paid to the Customer. Notwithstanding the foregoing and after giving effect to all adjustments contemplated thereby, if EFS receives an amount in excess of the maximum permitted by the foregoing, then the Customer shall be entitled, by notice in writing to EFS, to obtain reimbursement from EFS in an amount equal to such excess, and pending such reimbursement, such amount shall be deemed to be an amount payable by EFS to the Customer. Any amount or rate of interest referred to in the foregoing shall be determined in accordance with generally accepted accounting practices and principles as an effective annual rate of interest over the term of this Agreements on the assumption that any charges, fees or expenses that fall within the meaning of "interest" (as defined in the Criminal Code (Canada)) shall, if they relate to a specific period of time, be pro-rated over the period of time.

Usury Laws. If any provision It is the intent of this Agreement would oblige the Customer parties that each of Lender and Borrower in the execution, delivery and performance of all Loan Documents, the transactions provided for therein and contemplated thereby, and all matters incidental and related thereto and arising therefrom, shall comply and conform strictly with Applicable Law from time to make any payment time in effect, including usury laws. In furtherance thereof, Lender and Borrower stipulate and agree that none of the terms and provisions contained in, or pertaining to, the Loan Documents shall ever be construed to create a contract to pay for the use or forbearance or detention of money with interest at a rate or other amount payable to EFS in an amount in excess of the Maximum Rate or calculated at a rate prohibited by law or would result in a receipt by EFS maximum amount of interest at a criminal rate permitted or allowed to be contracted for, charged, received, taken or reserved under said laws. For purposes of each Loan Document, (as such terms i) "interest" shall include the aggregate of all amounts that constitute or are construed deemed to constitute interest under Applicable Law, including to the Criminal Code extent they may apply, the laws of the United States of America, that are contracted for, chargeable, receivable (Canada)), then notwithstanding such provision, such amount whether received or rate shall be deemed to have been adjusted 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 period prescribed by Applicable Law. Neither Borrower nor any other Person shall ever be required to pay unearned interest on, or with retroactive effect 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 that would otherwise be payable under the Loan Documents would exceed the Maximum Rate or maximum amount of interest Lender 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 Lender or any holder of any Note or other Obligations shall charge, contract for, take, reserve or receive monies that are deemed to constitute interest that would, in the 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 permitted or allowed to be charged, contracted for, taken, reserved or received under Applicable Law then in effect, then the principal amount of such Note or other Obligations or the amount of interest that would otherwise be payable thereunder shall be payable at, or reduced to, as applicable, the maximum amount allowed pursuant to the then applicable indicated (weekly) rate ceiling referred to hereinabove in the definition of the term 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 courts having jurisdiction, and all such monies so charged, contracted, for, received, taken or reserved that are deemed to constitute interest in excess of the Maximum Rate or maximum amount of interest permitted by Applicable Law shall be immediately returned or credited to the account of Borrower upon such determination. All amounts paid or agreed to be paid in connection with any Note or other Obligations that would under Applicable Law be deemed "interest" or if not so deemed, would be deemed an amount that would be included in the calculation of the Maximum Rate or maximum amount of interest allowed pursuant to Applicable Law, shall, to the maximum amount extent not prohibited by Applicable Law, be amortized, prorated, allocated and spread throughout the full term of this Agreement or rate of interestthe Note, as the case may be; provided that, if the Note or other 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 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 such Note or other Obligation (as would applicable) and, in such event, Lender shall not be so prohibited subject to any penalties provided by law any Laws for contracting for, charging, taking, reserving or so result in a receipt by EFS of receiving interest at a criminal rate, such adjustment to be effected, to the extent necessary, as follows: (a) firstly, by reducing the amount or rate of interest required to be paid to EFS under the Agreement; and (b) thereafter, by reducing any fees, commissions, premiums and other amounts required to be paid to EFS that would constitute interest for purposes of section 347 of the Criminal Code (Canada); but in all circumstances after taking into account and offsetting any incentive and rebate amounts paid to the Customer. Notwithstanding the foregoing and after giving effect to all adjustments contemplated thereby, if EFS receives an amount in excess of the maximum permitted by the foregoing, then the Customer shall be entitled, by notice in writing to EFS, to obtain reimbursement from EFS in an amount equal to such excess, and pending such reimbursement, such amount shall be deemed to be an amount payable by EFS to the Customer. Any amount or rate of interest referred to in the foregoing shall be determined in accordance with generally accepted accounting practices and principles as an effective annual rate of interest over the term of this Agreements on the assumption that any charges, fees or expenses that fall within the meaning of "interest" (as defined in the Criminal Code (Canada)) shall, if they relate to a specific period of time, be pro-rated over the period of timeMaximum Rate.

Usury Laws. If any provision It is expressly stipulated and agreed to be the intent of this Agreement would oblige Borrower and Lender at all times to comply with the Customer to make any payment applicable Texas law governing the maximum rate or amount of interest payable on the Note or the Debt evidenced by the Note and by the other amount payable to EFS in an amount or calculated at a rate prohibited by law or would result in a receipt by EFS of interest at a criminal rate Loan Documents (as such terms are construed under the Criminal Code (Canada)), then notwithstanding such provision, such amount or rate shall be deemed to have been adjusted with retroactive effect to the maximum amount or rate of interest, as the case may be, as would not be so prohibited by law or so result in a receipt by EFS of interest at a criminal rate, such adjustment to be effectedor, to the extent necessary, as follows: (a) firstly, by reducing the it would permit a greater rate or amount or rate of interest required on the Note or the Debt evidenced by the Note and by the other Loan Documents, applicable United States federal law) to be paid the end that neither Borrower nor Lender shall have contracted for, and Lender shall not charge, take, reserve or receive, and Borrower shall not pay, a greater amount of interest than under Texas law or applicable United State federal law. If (i) the applicable law is ever judicially interpreted so as to EFS render usurious any amount called for under the Agreement; and (b) thereafter, by reducing Note or under any fees, commissions, premiums and other amounts required to be paid to EFS that would constitute interest for purposes of section 347 of the Criminal Code (Canada); but in all circumstances after taking into account and offsetting any incentive and rebate amounts paid other Loan Documents, or contracted for, charged, taken, reserved or received with respect to the Customer. Notwithstanding Debt, or (ii) Lender’s exercise of any remedy hereunder or under the foregoing other Loan Documents, including the option herein contained to accelerate the maturity of the Note, or any prepayment by Borrower, results in Lender having charged, taken, reserved or received, and after giving effect to Borrower having paid, any interest in excess of that permitted by applicable law, then it is Borrower’s and Lender’s express intent that (A) all adjustments contemplated thereby, if EFS receives an amount amounts theretofore collected by Lender in excess of the maximum amount of interest allowed by applicable law be credited on the principal balance of the Note (or, if the Note has been or would thereby be paid in full, refunded to Borrower), and (B) the provisions of the Note and the other Loan Documents immediately be deemed reformed and the amounts thereafter payable, chargeable or collectible hereunder and thereunder reduced, without the necessity of the execution of any new document, so as to comply with the applicable law, but so as to permit the recovery of the fullest amount otherwise called for hereunder and thereunder which does not exceed the maximum amount of interest allowed by applicable law. All sums paid or agreed to be paid to Lender for the use, forbearance and detention of the Debt evidenced by the Note and by the other Loan Documents shall, to the extent permitted by applicable law, be amortized, prorated, allocated and spread throughout the foregoingfull term of such Debt until payment in full so that the rate or amount of interest on account of such Debt does not exceed the usury ceiling from time to time in effect and applicable to such Debt for so long as debt is outstanding. To the extent that Lender is relying on Chapter 303, then as amended, of the Customer shall be entitledTexas Finance Code to determine the Maximum Lawful Rate (hereafter defined) payable on such Debt, Lender will utilize the weekly rate ceiling from time to time in effect as provided in such Chapter 303, as amended. To the extent United States federal law permits Lender to contract for, charge or receive a greater amount of interest than Texas law, Lender will rely on United States federal law instead of such Chapter 303, as amended, for the purpose of determining the Maximum Lawful Rate and the maximum amount permitted by notice in writing to EFSapplicable Law. Additionally, to obtain reimbursement the extent permitted by applicable law now or hereafter in effect and the Loan Documents, Lender may, at its option and from EFS time to time, implement any other method of computing the Maximum Lawful Rate under such Chapter 303, as amended, or under other applicable law by giving notice, if required, to Borrower as provided by applicable law now or hereafter in an amount equal to such excess, effect. In no event shall the provisions of Chapter 346 of the Texas Finance Code (which regulates certain revolving credit loan accounts and pending such reimbursement, such amount shall be deemed to be an amount payable by EFS revolving triparty accounts) apply to the CustomerDebt evidenced by the Note. Any amount Notwithstanding anything to the contrary contained herein or in any of the other Loan Documents, it is not the intention of Lender to accelerate the maturity of any interest that has not accrued at the time of such acceleration or to collect unearned interest at the time of such acceleration. “Maximum Lawful Rate” shall mean the maximum lawful rate of interest referred to in the foregoing shall which may be determined contracted for, charged, taken, received or reserved by Lender in accordance with generally accepted accounting practices and principles as an effective annual rate the applicable laws of the State of Texas (or applicable United States federal law to the extent that it permits Lender to contract for, charge, take, receive or reserve a greater amount of interest over than under Texas law), taking into account all Charges (hereafter defined) made in connection with the term of this Agreements on loan evidenced by the assumption that any Note and the Loan Documents. “Charges” shall mean all fees and charges, fees if any, contracted for, charged, received, taken or expenses that fall within reserved by Lender in connection with the meaning transactions relating to the Note and the Debt evidenced by the Note or by the Loan Documents which are treated as interest under applicable law. The term “applicable law” as used in this Section 12.20 shall mean the laws of "interest" (the State of Texas or the laws of the United States, whichever allows the greater rate or amount of non-usurious interest to be contracted for, charged, taken, reserved or received with respect to the Debt evidenced by the Note and the other Loan Documents, as defined such laws now exist or may be changed or amended or come into effect in the Criminal Code (Canada)) shall, if they relate to a specific period of time, be pro-rated over the period of timefuture.

Usury Laws. If The Borrowers and Lenders and all other parties to the Loan Documents intend to conform to and contract in strict compliance with all Applicable Usury Laws from time to time in effect. All agreements between the Borrowers and Lenders (or any provision other party liable with respect to any Obligations under the Loan Documents) are hereby limited by the provisions of this Agreement would oblige Section 12.16 which shall override and control all such agreements, whether now existing or hereafter arising. In no way, nor in any event or contingency (including but not limited to prepayment, default, demand for payment, or acceleration of the Customer to make maturity of any payment of interest or other amount payable to EFS in an amount or calculated at a rate prohibited by law or would result in a receipt by EFS of interest at a criminal rate (as such terms are construed under the Criminal Code (Canada)Obligation), then notwithstanding shall the interest taken, reserved, contracted for, charged, chargeable, or received under this Agreement, the Notes, any of the other Loan Documents, or otherwise, exceed the Highest Lawful Rate. If, from any possible construction of any document, interest would otherwise be payable in excess of the Highest Lawful Rate, any such provision, such amount or rate construction shall be deemed to have been adjusted with retroactive effect subject to the maximum amount or rate provisions of interest, as this Section and such document shall ipso facto be automatically reformed and the case may be, as would not interest payable shall be so prohibited by law or so result in a receipt by EFS of interest at a criminal rate, such adjustment to be effected, automatically reduced to the extent necessaryHighest Lawful Rate, as follows: without the necessity of execution of any amendment or new document. If (a) firstlythe maturity of any Obligation is accelerated for any reason, by reducing the amount or rate of interest required to be paid to EFS under the Agreement; and (b) thereafter, by reducing any fees, commissions, premiums Obligation is prepaid and other as a result any amounts required held to constitute interest are determined to be paid in excess of the Highest Lawful Rate, or (c) any Lender or any other holder of any or all of the Obligations shall otherwise collect moneys which are determined to EFS that would constitute interest for purposes of section 347 which would otherwise increase the interest on any or all of the Criminal Code (Canada); but in all circumstances after taking into account and offsetting any incentive and rebate amounts paid Obligations to the Customer. Notwithstanding the foregoing and after giving effect to all adjustments contemplated thereby, if EFS receives an amount in excess of the maximum permitted by the foregoingHighest Lawful Rate, then all such sums determined to constitute interest in excess of such legal limit shall, without penalty, be promptly applied to reduce the Customer then outstanding principal of the related Obligations or, at such Lender’s or such holder’s option, promptly returned to the Borrowers or the other payor thereof upon such determination. In determining whether or not the interest paid or payable under any specific circumstance exceeds the Highest Lawful Rate, Lenders and the Borrowers (and any other payors thereof) shall be entitledto the greatest extent permitted under applicable law, by notice in writing to EFS(x) characterize any non-principal payment as an expense, to obtain reimbursement from EFS in an amount equal to such excessfee or premium rather than as interest, (y) exclude voluntary prepayments and the effects thereof, and pending such reimbursement(z) amortize, such prorate, allocate and spread the total amount shall be deemed to be an amount payable by EFS to the Customer. Any amount or rate of interest referred to in throughout the foregoing shall be determined entire contemplated term of the instruments evidencing the Obligations in accordance with generally accepted accounting practices the amounts outstanding from time to time thereunder and principles as an effective annual rate the Highest Lawful Rate from time to time in effect in order to lawfully charge the Highest Lawful Rate. It is the intention of interest over the term Borrowers and Lenders that all sums charged, for the use, forbearance or detention of this Agreements on any Obligations under the assumption Loan Documents have been in good faith calculated to comply with all Applicable Usury Laws. Therefore, the Borrowers acknowledge and agree that any chargessum paid or accrued for the use, fees forbearance or expenses that fall within detention of the meaning Obligations of "interest" (the Borrowers to Lender in excess of the Highest Lawful Rate shall have been paid or accrued unintentionally or as defined a result of a bona fide error and not in the Criminal Code (Canada)) shall, if they relate to a specific period violation of time, be pro-rated over the period or in reckless disregard of timeany applicable law.

Usury Laws. If any provision It is expressly stipulated and agreed to be the intent of this Agreement would oblige Borrower and Lender at all times to comply with the Customer to make any payment applicable Texas law governing the maximum rate or amount of interest payable on the Note or the Debt evidenced by the Note and by the other amount payable to EFS in an amount or calculated at a rate prohibited by law or would result in a receipt by EFS of interest at a criminal rate Loan Documents (as such terms are construed under the Criminal Code (Canada)), then notwithstanding such provision, such amount or rate shall be deemed to have been adjusted with retroactive effect to the maximum amount or rate of interest, as the case may be, as would not be so prohibited by law or so result in a receipt by EFS of interest at a criminal rate, such adjustment to be effectedor, to the extent necessary, as follows: (a) firstly, by reducing the it would permit a greater rate or amount or rate of interest required on the Note or the Debt evidenced by the Note and by the other Loan Documents, applicable United States federal law) to be paid the end that neither Borrower nor Lender shall have contracted for, and Lender shall not charge, take, reserve or receive, and Borrower shall not pay, a greater amount of interest than under Texas law or applicable United State federal law. If (i) the applicable law is ever judicially interpreted so as to EFS render usurious any amount called for under the Agreement; and (b) thereafter, by reducing Note or under any fees, commissions, premiums and other amounts required to be paid to EFS that would constitute interest for purposes of section 347 of the Criminal Code (Canada); but in all circumstances after taking into account and offsetting any incentive and rebate amounts paid other Loan Documents, or contracted for, charged, taken, reserved or received with respect to the Customer. Notwithstanding Debt, or (ii) Lender's exercise of any remedy hereunder or under the foregoing other Loan Documents, including the option herein contained to accelerate the maturity of the Note, or any prepayment by Borrower, results in Lender having charged, taken, reserved or received, and after giving effect to Borrower having paid, any interest in excess of that permitted by applicable law, then it is Borrower's and Lender's express intent that (A) all adjustments contemplated thereby, if EFS receives an amount amounts theretofore collected by Lender in excess of the maximum amount of interest allowed by applicable law be credited on the principal balance of the Note (or, if the Note has been or would thereby be paid in full, refunded to Borrower), and (B) the provisions of the Note and the other Loan Documents immediately be deemed reformed and the amounts thereafter payable, chargeable or collectible hereunder and thereunder reduced, without the necessity of the execution of any new document, so as to comply with the applicable law, but so as to permit the recovery of the fullest amount otherwise called for hereunder and thereunder which does not exceed the maximum amount of interest allowed by applicable law. All sums paid or agreed to be paid to Lender for the use, forbearance and detention of the Debt evidenced by the Note and by the other Loan Documents shall, to the extent permitted by applicable law, be amortized, prorated, allocated and spread throughout the foregoingfull term of such Debt until payment in full so that the rate or amount of interest on account of such Debt does not exceed the usury ceiling from time to time in effect and applicable to such Debt for so long as debt is outstanding. To the extent that Lender is relying on Chapter 303, then as amended, of the Customer shall be entitledTexas Finance Code to determine the Maximum Lawful Rate (hereafter defined) payable on such Debt, Lender will utilize the weekly rate ceiling from time to time in effect as provided in such Chapter 303, as amended. To the extent United States federal law permits Lender to contract for, charge or receive a greater amount of interest than Texas law, Lender will rely on United States federal law instead of such Chapter 303, as amended, for the purpose of determining the Maximum Lawful Rate and the maximum amount permitted by notice in writing to EFSapplicable Law. Additionally, to obtain reimbursement the extent permitted by applicable law now or hereafter in effect and the Loan Documents, Lender may, at its option and from EFS time to time, implement any other method of computing the Maximum Lawful Rate under such Chapter 303, as amended, or under other applicable law by giving notice, if required, to Borrower as provided by applicable law now or hereafter in an amount equal to such excess, effect. In no event shall the provisions of Chapter 346 of the Texas Finance Code (which regulates certain revolving credit loan accounts and pending such reimbursement, such amount shall be deemed to be an amount payable by EFS revolving triparty accounts) apply to the CustomerDebt evidenced by the Note. Any amount Notwithstanding anything to the contrary contained herein or in any of the other Loan Documents, it is not the intention of Lender to accelerate the maturity of any interest that has not accrued at the time of such acceleration or to collect unearned interest at the time of such acceleration. "MAXIMUM LAWFUL RATE" shall mean the maximum lawful rate of interest referred to in the foregoing shall which may be determined contracted for, charged, taken, received or reserved by Lender in accordance with generally accepted accounting practices and principles as an effective annual rate the applicable laws of the State of Texas (or applicable United States federal law to the extent that it permits Lender to contract for, charge, take, receive or reserve a greater amount of interest over than under Texas law), taking into account all Charges (hereafter defined) made in connection with the term of this Agreements on loan evidenced by the assumption that any Note and the Loan Documents. "CHARGES" shall mean all fees and charges, fees if any, contracted for, charged, received, taken or expenses that fall within reserved by Lender in connection with the meaning transactions relating to the Note and the Debt evidenced by the Note or by the Loan Documents which are treated as interest under applicable law. The term "APPLICABLE LAW" as used in this Section 12.20 shall mean the laws of "interest" (the State of Texas or the laws of the United States, whichever allows the greater rate or amount of non-usurious interest to be contracted for, charged, taken, reserved or received with respect to the Debt evidenced by the Note and the other Loan Documents, as defined such laws now exist or may be changed or amended or come into effect in the Criminal Code (Canada)) shall, if they relate to a specific period of time, be pro-rated over the period of timefuture.

Usury Laws. If It is the intention of the parties hereto to comply ---------------- with all applicable usury laws; accordingly, it is agreed that notwithstanding any provision of provisions to the contrary in this Agreement would oblige or any other Loan Documents, in no event shall such Loan Documents require the Customer to make any payment or permit the collection of interest (which term, for purposes hereof, shall include any amount which, under applicable law, is deemed to be interest, whether or other amount payable to EFS in an amount or calculated at a rate prohibited by law or would result in a receipt by EFS of interest at a criminal rate (as such terms are construed under the Criminal Code (Canada)), then notwithstanding such provision, not such amount or rate shall be deemed to have been adjusted with retroactive effect to is characterized by the maximum amount or rate of parties as interest, as the case may be, as would not be so prohibited by law or so result in a receipt by EFS of interest at a criminal rate, such adjustment to be effected, to the extent necessary, as follows: (a) firstly, by reducing the amount or rate of interest required to be paid to EFS under the Agreement; and (b) thereafter, by reducing any fees, commissions, premiums and other amounts required to be paid to EFS that would constitute interest for purposes of section 347 of the Criminal Code (Canada); but in all circumstances after taking into account and offsetting any incentive and rebate amounts paid to the Customer. Notwithstanding the foregoing and after giving effect to all adjustments contemplated thereby, if EFS receives an amount in excess of the maximum amount permitted by such laws. If any excess of interest is unintentionally contracted for, charged or received under this Agreement or under the terms of any other Loan Documents, or in the event the maturity of the indebtedness evidenced by the Notes is accelerated in whole or in part, or in the event that all or part of the principal or interest of the Notes shall be prepaid, so that the amount of interest contracted for, charged or received under this Agreement or under any of the other Loan Documents, on the amount of principal actually outstanding from time to time under this Agreement shall exceed the maximum amount of interest permitted by the foregoingapplicable usury laws, then in any such event (i) the Customer provisions of this paragraph shall govern and control, (ii) neither Borrowers nor any other person or entity now or hereafter liable for the payment thereof, shall be entitledobligated to pay the amount of such interest to the extent that it is in excess of the maximum amount of interest permitted by such applicable usury laws, by notice in writing (iii) any such excess which may have been collected shall be either applied as a credit against the then unpaid principal amount thereof or refunded to EFS, to obtain reimbursement from EFS in an amount equal to such excessBorrowers at Lender's option, and pending such reimbursement, such amount shall be deemed to be an amount payable by EFS to (iv) the Customer. Any amount or effective rate of interest referred to in the foregoing shall be determined in accordance with generally accepted accounting practices and principles as an effective annual automatically reduced to the maximum lawful rate of interest over allowed under the term applicable usury laws as now or hereafter construed by the courts having jurisdiction thereof. It is further agreed that without limitation of this Agreements on the assumption that any chargesforegoing, fees all calculations of the rate of interest contracted for, charged or expenses that fall within received under the meaning Notes or under such other Loan Documents which are made for the purpose of "determining whether such rate exceeds the maximum lawful rate of interest" (as defined , shall be made, to the extent permitted by applicable laws, by amortizing, prorating, allocating and spreading in the Criminal Code (Canada)) shall, if they relate to a specific period of time, be pro-rated over equal parts during the period of timethe full stated term of the Loans evidenced thereby, all interest at any time contracted for, charged or received from Borrowers or otherwise by Lenders in connection with such Loans.

Usury Laws. If This Agreement, the Additional Security Documents, the Reimbursement Agreement and the L/C Documents as assigned and amended hereby are subject to the express condition that at no time shall Owner be obligated or required to pay interest on the Reimbursement Amount or any provision of this Agreement would oblige the Customer to make portion thereof or any payment of interest other charges or other amount payable to EFS in an amount or calculated amounts at a rate prohibited which could subject CRE or any other the holder of the Additional Security Documents, the Reimbursement Agreement or any of the other L/C Documents as assigned and amended hereby to either civil or criminal liability as a result of being in excess of the maximum interest rate which Owner is permitted by applicable law to contract or would result agree to pay. If by the terms of the Additional Security Documents, this Agreement, the Reimbursement Agreement or any of the other L/C Documents as assigned and amended hereby, Owner is at any time required or obligated to pay interest on the indebtedness evidenced thereby, or any portion thereof or any other charges or amounts at a rate in a receipt by EFS excess of such maximum rate, the rate of interest at a criminal rate (as such terms are construed and other charges or amounts under the Criminal Code (Canada))terms of the Additional Security Documents, then notwithstanding this Agreement, the Reimbursement Agreement or any of the other L/C Documents as assigned and amended hereby shall be deemed to be immediately reduced to such provision, maximum rate and the interest payable shall be computed at such amount or maximum rate and all prior interest payments in excess of such maximum rate shall be applied and shall be deemed to have been adjusted with retroactive effect to payments in reduction of the maximum amount principal balance of the Reimbursement Amount. All sums paid or rate of interest, as the case may be, as would not be so prohibited by law or so result in a receipt by EFS of interest at a criminal rate, such adjustment agreed to be effectedpaid to CRE for the use, forbearance, or detention of the indebtedness evidenced by this Agreement, the Additional Security Documents, the Reimbursement Agreement and the other L/C Documents as assigned and amended hereby shall, to the extent necessarypermitted by applicable law, as follows: (a) firstlybe amortized, by reducing prorated, allocated, and spread throughout the full stated term until payment in full so that the rate or amount or of interest on account of such indebtedness does not exceed the maximum lawful rate of interest required from time to be paid to EFS under the Agreement; time in effect and (b) thereafter, by reducing any fees, commissions, premiums and other amounts required to be paid to EFS that would constitute interest for purposes of section 347 of the Criminal Code (Canada); but in all circumstances after taking into account and offsetting any incentive and rebate amounts paid to the Customer. Notwithstanding the foregoing and after giving effect to all adjustments contemplated thereby, if EFS receives an amount in excess of the maximum permitted by the foregoing, then the Customer shall be entitled, by notice in writing to EFS, to obtain reimbursement from EFS in an amount equal applicable to such excess, and pending debt for so long as such reimbursement, such amount shall be deemed to be an amount payable by EFS to the Customer. Any amount or rate of interest referred to in the foregoing shall be determined in accordance with generally accepted accounting practices and principles as an effective annual rate of interest over the term of this Agreements on the assumption that any charges, fees or expenses that fall within the meaning of "interest" (as defined in the Criminal Code (Canada)) shall, if they relate to a specific period of time, be pro-rated over the period of timedebt is outstanding.

Usury Laws. 1. . It is the intention of the parties hereto to comply strictly with all applicable usury laws. All agreements between Borrower and Lender, whether now existing or hereafter arising and whether written or oral, are hereby expressly limited so that in no contingency or event whatsoever, whether by reason of acceleration of the maturity hereof, 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 hereunder or otherwise or for the payment or performance of any covenant or obligation contained herein or in any other document evidencing, securing, or pertaining to the indebtedness evidenced hereby, exceed the maximum amount permissible under applicable law. If from any circumstance whatsoever fulfillment of any provision hereof or of this Agreement would oblige such other documents, at the Customer time performance of such provision shall be due, shall involve transcending the limit of validity prescribed by law, then ipso facto, the obligation to make be fulfilled shall be reduced to the limit of such validity, and if from any payment of such circumstance Lender shall ever receive as interest or other amount payable to EFS in otherwise an amount or calculated at a rate prohibited by law or which would result in a receipt by EFS of interest at a criminal rate (as such terms are construed under exceed the Criminal Code (Canada)), then notwithstanding such provisionhighest lawful rate, such amount or rate which would be excessive interest shall be deemed to have been adjusted with retroactive effect applied to the maximum amount or rate reduction of the principal indebtedness of Borrower to Lender, and not to the payment of interest, as or if such excessive interest exceeds the case may be, as would not be so prohibited by law or so result in a receipt by EFS unpaid balance of interest at a criminal rateprincipal hereof, such adjustment excess shall be refunded to Borrower. All sums paid or agreed to be effectedpaid by Borrower for the use, forbearance or detention of the indebtedness of Borrower to Lender hereunder shall, to the extent necessarypermitted by applicable law, as follows: (a) firstlybe amortized, by reducing prorated, allocated and spread throughout the full term of such indebtedness until payment in full in such manner that there will be no violation of applicable laws pertaining to the maximum rate or amount or rate of interest required which may be contracted for, charged or received with respect to be paid such indebtedness. Borrower shall not institute any action or file any defense based upon the charging or collecting of usurious interest hereunder unless (i) Borrower shall give Lender written notice of an intent to EFS under the Agreement; do so and (bii) thereafterLender shall fail to comply with the terms hereof by making necessary adjustments as required by this Section, and notify Borrower of such compliance within fifteen (15) days after receipt by reducing any fees, commissions, premiums and other amounts required to be paid to EFS that would constitute interest for purposes Lender of section 347 such written notice from Borrower. The provisions of the Criminal Code (Canada); but in all circumstances after taking into account and offsetting any incentive and rebate amounts paid to the Customer. Notwithstanding the foregoing and after giving effect to all adjustments contemplated thereby, if EFS receives an amount in excess of the maximum permitted by the foregoing, then the Customer this Section shall be entitled, by notice given precedence over any other provision contained herein or in writing to EFS, to obtain reimbursement from EFS any other agreement between the parties hereto that is in an amount equal to such excess, and pending such reimbursement, such amount shall be deemed to be an amount payable by EFS to conflict with the Customer. Any amount or rate of interest referred to in the foregoing shall be determined in accordance with generally accepted accounting practices and principles as an effective annual rate of interest over the term provisions of this Agreements on the assumption that any charges, fees or expenses that fall within the meaning of "interest" (as defined in the Criminal Code (Canada)) shall, if they relate to a specific period of time, be pro-rated over the period of timeSection.

Usury Laws. It is the intention of the parties to comply with applicable usury laws; accordingly, it is agreed that notwithstanding any provisions to the contrary in this Agreement or in any of the documents evidencing or securing payment hereof or otherwise relating hereto, in no event shall this Agreement or such instruments or documents require or permit the payment, contracting for, charging, taking, reserving or receiving any sums constituting interest, as defined under applicable usury laws, in excess of the maximum amount permitted by such laws. If any provision such excess of interest is contracted for, paid, charged, taken, reserved or received under this Agreement or under any of the documents evidencing or securing payment hereof or otherwise relating hereto, on the amount of principal actually outstanding from time to time shall exceed the maximum amount of interest permitted by applicable usury laws, then in any such event (i) the provisions of this Agreement would oblige Section shall govern and control; (ii) any such excess shall be canceled automatically to the Customer extent of such excess, and shall not be collected or collectible; (iii) any such excess which is or has been received shall be credited against the unpaid principal balance hereof or refunded to make any payment the Borrower, at the Bank's option; and (iv) the effective rate of interest shall be automatically reduced to the maximum lawful rate allowed under applicable laws as construed by courts having jurisdiction hereof or other amount payable to EFS in an amount or calculated at a thereof. It is further agreed that without limitation of the foregoing, all calculations of the rate prohibited by law or would result in a receipt by EFS of interest calculated for, paid, charged, taken, reserved or received under this Agreement or under such other documents or instruments that are made for the purpose of determining whether such rate exceeds the maximum lawful rate of interest, shall be made, to the extent permitted by applicable usury laws, by amortizing, prorating, allocating and spreading in equal parts during the period of the full stated term of the indebtedness, all interest at a criminal rate (as such any time contractor for, paid, charged, taken, reserved or received from the Borrower or otherwise by the holder or holders thereof. The terms are construed under the Criminal Code (Canada)), then notwithstanding such provision, such amount or rate of this section shall be deemed to have been adjusted with retroactive effect be incorporated in every loan document, security instrument, debt instrument, and communication relating to this Agreement and the maximum amount law evidenced hereby. The term "applicable usury laws" shall mean such law of the State of Texas or the laws of the United States; whichever laws allow the higher rate of interest, as such laws now exist; provided, however, that if such laws shall hereafter allow higher rates of interest. then the case may beapplicable usury laws shall be the laws allowing the higher rate to be effective as of the effective date of such laws. To the extent that TEX. REV. STAT. ANN. xxt 5069-1.04, as would not be so prohibited by law or so result amended (the "Act"), is relevant to the Bank for the purposes of determining the Maximum Rate, the parties elect to determine the Maximum Rate under the Act pursuant to the "indicate rate ceiling" from time to time in a receipt by EFS effect, as referred to and defined in article 1.04(a)(1) of interest at a criminal ratethe Act; subject, such adjustment to be effectedhowever, to any right the extent necessary, as follows: (a) firstly, by reducing the amount or rate of interest required to be paid to EFS Bank may have subsequently under the Agreement; and (b) thereafter, by reducing any fees, commissions, premiums and other amounts required to be paid to EFS that would constitute interest for purposes of section 347 of the Criminal Code (Canada); but in all circumstances after taking into account and offsetting any incentive and rebate amounts paid to the Customer. Notwithstanding the foregoing and after giving effect to all adjustments contemplated thereby, if EFS receives an amount in excess of the maximum permitted by the foregoing, then the Customer shall be entitled, by notice in writing to EFSapplicable law, to obtain reimbursement from EFS in an amount equal to such excess, and pending such reimbursement, such amount shall be deemed to be an amount payable by EFS to change the Customer. Any amount or rate method of interest referred to in determining the foregoing shall be determined in accordance with generally accepted accounting practices and principles as an effective annual rate of interest over the term of this Agreements on the assumption that any charges, fees or expenses that fall within the meaning of "interest" (as defined in the Criminal Code (Canada)) shall, if they relate to a specific period of time, be pro-rated over the period of timeMaximum Rate.

Usury Laws. If any provision It is the intention of the parties to this Agreement would oblige Note to comply with all applicable laws, including, without limitation, usury laws. In furtherance thereof, Xxxxxxxx stipulates and agrees with Lender that none of the Customer terms and provisions contained in the Loan Documents shall ever be construed to make any payment create a contract to pay for the use, forbearance, or detention of interest money, or other amount payable to EFS interest, in an amount or calculated at a rate prohibited by law or would result in a receipt by EFS excess of interest at a criminal rate (as such terms are construed under the Criminal Code (Canada)), then notwithstanding such provision, such amount or rate shall be deemed to have been adjusted with retroactive effect to the maximum amount or rate of interest, as the case may be, as would not be so prohibited by law or so result in a receipt by EFS of interest at a criminal rate, such adjustment permitted to be effectedcharged by applicable law in effect from time to time. Neither Borrower nor any present or future guarantors, endorsers, or other persons or entities hereafter becoming liable for payment of the obligations hereunder and under the other Loan Documents shall ever be liable for unearned interest thereon or shall ever be required to pay interest thereon in excess of the extent necessarymaximum amount that may be lawfully charged under applicable law from time to time in effect, as follows: and the provisions of this section shall control over all other provisions of the Loan Documents that may be in conflict or apparent conflict herewith. Lender expressly disavows any intention to charge or collect excessive unearned interest or finance charges in the event the maturity of this Note is accelerated. If (a) firstlythe maturity of this Note is accelerated for any reason, by reducing the amount or rate of interest required to be paid to EFS under the Agreement; and (b) thereafter, by reducing this Note is prepaid and as a result any fees, commissions, premiums and other amounts required held to constitute interest are determined to be paid in excess of the legal maximum, or (c) Lender or any other holder of the Note shall otherwise collect moneys which are determined to EFS that would constitute interest for purposes of section 347 of which would otherwise increase the Criminal Code (Canada); but in all circumstances after taking into account and offsetting any incentive and rebate amounts paid interest hereon to the Customer. Notwithstanding the foregoing and after giving effect to all adjustments contemplated thereby, if EFS receives an amount in excess of that permitted to be charged by applicable law, then all sums determined to constitute interest in excess of such legal limit shall, without penalty, be promptly applied to reduce the then outstanding Principal of this Note or, at Xxxxxx's or such holder's option, promptly returned to Borrower or the other payor thereof upon such determination. In determining whether or not the interest paid or payable, under any specific circumstance, exceeds the maximum amount permitted by under applicable law, Lender and Borrower (and any other payors of this Note) shall to the foregoinggreatest extent permitted under applicable law, then (a) characterize any non-Principal payment as an expense, fee or premium rather than as interest, (b) exclude voluntary prepayments and the Customer shall be entitled, by notice in writing to EFS, to obtain reimbursement from EFS in an amount equal to such excesseffects thereof, and pending such reimbursement(c) amortize, such prorate, allocate, and spread the total amount shall be deemed of interest throughout the entire contemplated term of this Note in accordance with the amounts outstanding from time to be an amount payable by EFS to time hereunder and the Customer. Any amount or maximum legal rate of interest referred from time to time in effect under applicable law in order to lawfully charge the foregoing maximum amount of interest permitted under applicable law. In the event applicable law provides for an interest ceiling under Chapter 303 of the Texas Finance Code (the “Texas Finance Code”) as amended, for that day, the ceiling shall be determined in accordance with generally accepted accounting practices and principles as an effective annual rate of interest over the term of this Agreements on the assumption that any charges, fees or expenses that fall within the meaning of "interest" (“weekly ceiling” as defined in the Criminal Code (Canada)) shallTexas Finance Code. As used in this section the term “applicable law” means the laws of the State of Texas or the laws of the United States of America, if they relate to a specific period of timewhichever laws allow the greater interest, as such laws now exist or may be pro-rated over changed or amended or come into effect in the period of timefuture.

Usury Laws. If any provision It is the intention of the parties to this Agreement would oblige Note to comply with all applicable laws, including, without limitation, usury laws. In furtherance thereof, Xxxxxxxx stipulates and agrees with Lender that none of the Customer terms and provisions contained in the Loan Documents shall ever be construed to make any payment create a contract to pay for the use, forbearance, or detention of interest money, or other amount payable to EFS interest, in an amount or calculated at a rate prohibited by law or would result in a receipt by EFS excess of interest at a criminal rate (as such terms are construed under the Criminal Code (Canada)), then notwithstanding such provision, such amount or rate shall be deemed to have been adjusted with retroactive effect to the maximum amount or rate of interest, as the case may be, as would not be so prohibited by law or so result in a receipt by EFS of interest at a criminal rate, such adjustment permitted to be effectedcharged by applicable law in effect from time to time. Neither Borrower nor any present or future guarantors, endorsers, or other persons or entities hereafter becoming liable for payment of the obligations hereunder and under the other Loan Documents shall ever be liable for unearned interest thereon or shall ever be required to pay interest thereon in excess of the extent necessarymaximum amount that may be lawfully charged under applicable law from time to time in effect, as follows: and the provisions of this section shall control over all other provisions of the Loan Documents that may be in conflict or apparent conflict herewith. Lender expressly disavows any intention to charge or collect excessive unearned interest or finance charges in the event the maturity of this Note is accelerated. If (a) firstlythe maturity of this Note is accelerated for any reason, by reducing the amount or rate of interest required to be paid to EFS under the Agreement; and (b) thereafter, by reducing this Note is prepaid and as a result any fees, commissions, premiums and other amounts required held to constitute interest are determined to be paid in excess of the legal maximum, or (c) Lender or any other holder of the Note shall otherwise collect moneys which are determined to EFS that would constitute interest for purposes of section 347 of which would otherwise increase the Criminal Code (Canada); but in all circumstances after taking into account and offsetting any incentive and rebate amounts paid interest hereon to the Customer. Notwithstanding the foregoing and after giving effect to all adjustments contemplated thereby, if EFS receives an amount in excess of that permitted to be charged by applicable law, then all sums determined to constitute interest in excess of such legal limit shall, without penalty, be promptly applied to reduce the then outstand- ing Principal of this Note or, at Lender's or such holder's option, promptly returned to Borrower or the other payor thereof upon such determination. In determining whether or not the interest paid or payable, under any specific circumstance, exceeds the maximum amount permitted by under applicable law, Lender and Borrower (and any other payors of this Note) shall to the foregoinggreatest extent permitted under applicable law, then (a) characterize any non-Principal payment as an expense, fee or premium rather than as interest, (b) exclude voluntary prepayments and the Customer shall be entitled, by notice in writing to EFS, to obtain reimbursement from EFS in an amount equal to such excesseffects thereof, and pending such reimbursement(c) amortize, such prorate, allocate, and spread the total amount shall be deemed of interest throughout the entire contemplated term of this Note in accordance with the amounts outstanding from time to be an amount payable by EFS to time hereunder and the Customer. Any amount or maximum legal rate of interest referred from time to time in effect under applicable law in order to lawfully charge the foregoing maximum amount of interest permitted under applicable law. In the event applicable law provides for an interest ceiling under Chapter 303 of the Texas Finance Code (the "Texas Finance Code") as amended, for that day, the ceiling shall be determined in accordance with generally accepted accounting practices and principles as an effective annual rate of interest over the term of this Agreements on the assumption that any charges, fees or expenses that fall within the meaning of "interestweekly ceiling" (as defined in the Criminal Code (Canada)) shallTexas Finance Code. As used in this section the term "applicable law" means the laws of the State of Texas or the laws of the United States of America, if they relate to a specific period of timewhichever laws allow the greater interest, as such laws now exist or may be pro-rated over changed or amended or come into effect in the period of timefuture.

Usury Laws. It is the intention of the parties hereto to comply with applicable usury laws; accordingly, it is agreed that notwithstanding any provisions to the contrary in this Restated Credit Agreement or in any of the documents evidencing or securing payment hereof or otherwise relating hereto, in no event shall this Restated Credit Agreement or such instruments or documents require or permit the payment, charging, taking, reserving or receiving of any sums constituting interest, as defined under applicable usury laws, in excess of the maximum amount permitted by such laws. If any provision such excess of interest is contracted for, paid, charged, taken, reserved or received under this Restated Credit Agreement or under the terms of any of the documents evidencing or securing payment hereof or otherwise relating hereto, or in any communication by Bank or any other person to Borrower or any other party liable for the payment of the indebtedness evidenced hereby, or if the maturity of the indebtedness is accelerated in whole or in part, or in the event that all or part of the principal or interest shall be prepaid, so that under any of such circumstances or under any other circumstances whatsoever, the amount of interest contracted for, paid, charged, taken, reserved or received under this Restated Credit Agreement or under any of the documents securing payment hereof or otherwise relating hereto, on the amount of principal actually outstanding from time to time shall exceed the maximum amount of interest permitted by applicable usury laws, then in any such event (a)_the provisions of this Agreement would oblige Section shall govern and control, (b)_any such excess shall be canceled automatically to the Customer extent of such excess, and shall not be collected or collectible, (c)_any such excess which is or has been received shall be credited against the then unpaid principal balance hereof or refunded to make any payment Borrower, at the Bank's option, and (d)_the effective rate of interest or other amount payable shall be automatically reduced to EFS in an amount or calculated at a the maximum lawful rate prohibited allowed under applicable laws as construed by law or would result in a receipt by EFS courts having jurisdiction thereof. It is further agreed that, without limitation of the foregoing, all calculations of the rate of interest contracted for, paid, charged, taken, reserved or received under this Restated Credit Agreement or under such other documents or instruments that are made for the purpose of determining whether such rate exceeds the maximum lawful rate of interest, shall be made, to the extent permitted by applicable usury laws, by amortizing, prorating, allocating and spreading in equal parts during the period of the full stated term of the indebtedness, all interest at a criminal rate (as such any time contracted for, paid, charged, taken, reserved or received from the Borrower or otherwise by the holder or holders hereof. The terms are construed under the Criminal Code (Canada)), then notwithstanding such provision, such amount or rate of this Section shall be deemed to have been adjusted with retroactive effect be incorporated in every loan document, security instrument, debt instrument and communication relating to this Restated Credit Agreement and the maximum amount loan evidenced hereby. The term "applicable usury laws" shall mean such laws of the State of Texas or the laws of the United States, whichever laws allow the higher rate of interest, as the case may besuch laws now exist; provided, as would not be so prohibited by law or so result in a receipt by EFS however, that if such laws shall hereafter allow higher rates of interest at a criminal rate, such adjustment to be effected, to the extent necessary, as follows: (a) firstly, by reducing the amount or rate of interest required to be paid to EFS under the Agreement; and (b) thereafter, by reducing any fees, commissions, premiums and other amounts required to be paid to EFS that would constitute interest for purposes of section 347 of the Criminal Code (Canada); but in all circumstances after taking into account and offsetting any incentive and rebate amounts paid to the Customer. Notwithstanding the foregoing and after giving effect to all adjustments contemplated thereby, if EFS receives an amount in excess of the maximum permitted by the foregoinginterest, then the Customer applicable usury laws shall be entitled, by notice in writing to EFSthe laws allowing the higher rates, to obtain reimbursement from EFS in an amount equal to be effective as of the effective date of such excess, and pending such reimbursement, such amount shall be deemed to be an amount payable by EFS to the Customer. Any amount or rate of interest referred to in the foregoing shall be determined in accordance with generally accepted accounting practices and principles as an effective annual rate of interest over the term of this Agreements on the assumption that any charges, fees or expenses that fall within the meaning of "interest" (as defined in the Criminal Code (Canada)) shall, if they relate to a specific period of time, be pro-rated over the period of timelaws.

Usury Laws. If The parties hereto intend to conform strictly ---------- to the applicable usury laws. All agreements between Borrower (and any provision other party liable for any part of this Agreement would oblige the Customer to make any payment Liabilities) and Lender whether now existing or hereafter arising and whether written or oral, are expressly limited so that in no event whatsoever, whether by reason of acceleration of the maturity of the Liabilities or otherwise, shall the interest contracted for, charged or other amount payable to EFS in an amount received by Lender or calculated at a rate prohibited by law or would result in a receipt by EFS of interest at a criminal rate (as such terms are construed under the Criminal Code (Canada)), then notwithstanding such provision, such amount or rate shall be deemed to have been adjusted with retroactive effect to otherwise exceed the maximum amount or rate of interest, as the case may be, as permissible under Applicable Law. If from any circumstances whatsoever interest would not otherwise be so prohibited by law or so result in a receipt by EFS of interest at a criminal rate, such adjustment payable to be effected, to the extent necessary, as follows: (a) firstly, by reducing the amount or rate of interest required to be paid to EFS under the Agreement; and (b) thereafter, by reducing any fees, commissions, premiums and other amounts required to be paid to EFS that would constitute interest for purposes of section 347 of the Criminal Code (Canada); but in all circumstances after taking into account and offsetting any incentive and rebate amounts paid to the Customer. Notwithstanding the foregoing and after giving effect to all adjustments contemplated thereby, if EFS receives an amount Lender in excess of the maximum permitted by lawful amount, the foregoing, then the Customer interest payable to Lender shall be entitled, by notice in writing reduced automatically to EFS, to obtain reimbursement from EFS in an the maximum amount equal to such excess, and pending such reimbursement, such amount permitted under Applicable Law. If Lender shall be ever receive anything of value deemed to be an interest under Applicable Law which would apart from this provision be in excess of the maximum lawful amount, the amount payable by EFS which would have been excessive interest shall be applied to the Customerreduction of the principal amount owing on the Liabilities in inverse order of maturity and not to the payment of interest, or if such amount which would have been excessive interest exceeds the unpaid principal balance of the Liabilities, such excess shall be refunded to Borrower, or to the maker of other evidence of indebtedness if other than Borrower. Any All interest paid or agreed to be paid to Lender shall, to the extent permitted by Applicable Law, be amortized, prorated, allocated and spread throughout the full stated term, including any renewal of extension, of such indebtedness so that the amount or rate of interest referred to in on account of such indebtedness does not exceed the foregoing shall be determined in accordance with generally accepted accounting practices maximum permitted by applicable law. The terms and principles as an effective annual rate of interest over the term provisions of this Agreements on the assumption that any charges, fees or expenses that fall within the meaning Section shall control and supersede every other provision of "interest" (as defined in the Criminal Code (Canada)) shall, if they relate to a specific period of time, be pro-rated over the period of timeall existing and future agreements between Borrower and Lender.

Usury Laws. It is the intention of the parties to comply with applicable usury laws; accordingly, it is agreed that notwithstanding any provisions to the contrary in this Agreement or in any of the documents evidencing or securing payment hereof or otherwise relating hereto, in no event shall this Agreement or such instruments or documents require or permit the payment, contracting for, charging, taking, reserving or receiving any sums constituting interest, as defined under applicable usury laws, in excess of the maximum amount permitted by such laws. If any provision such excess of interest is contracted for, paid, charged, taken, reserved or received under this Agreement or under any of the documents evidencing or securing payment hereof or otherwise relating hereto, on the amount of principal actually outstanding from time to time shall exceed the maximum amount of interest permitted by applicable usury laws, then in any such event (i) the provisions of this Agreement would oblige Section shall govern and control; (ii) any such excess shall be canceled automatically to the Customer extent of such excess, and shall not be collected or collectible; (iii) any such excess which is or has been received shall be credited against the unpaid principal balance hereof or refunded to make any payment the Borrower, at the Bank's option; and (iv) the effective rate of interest shall be automatically reduced to the maximum lawful rate allowed under applicable laws as construed by courts having jurisdiction hereof or other amount payable to EFS in an amount or calculated at a thereof. It is further agreed that without limitation of the foregoing, all calculations of the rate prohibited by law or would result in a receipt by EFS of interest calculated for, paid, charged, taken, reserved or received under this Agreement or under such other documents or instruments that are made for the purpose of determining whether such rate exceeds the maximum lawful rate of interest, shall be made, to the extent permitted by applicable usury laws, by amortizing, prorating, allocating and spreading in equal parts during the period of the full stated term of the indebtedness, all interest at a criminal rate (as such any time contractor for, paid, charged, taken, reserved or received from the Borrower or otherwise by the holder or holders thereof. The terms are construed under the Criminal Code (Canada)), then notwithstanding such provision, such amount or rate of this section shall be deemed to have been adjusted with retroactive effect be incorporated in every loan document, security instrument, debt instrument, and communication relating to this Agreement and the maximum amount law evidenced hereby. The term "applicable usury laws" shall mean such law of the State of Texas or the laws of the United States; whichever laws allow the higher rate of interest, as such laws now exist; provided, however, that if such laws shall hereafter allow higher rates of interest. then the case may beapplicable usury laws shall be the laws allowing the higher rate to be effective as of the effective date of such laws. To the extent that TEX. REV. STAT. ANN. xxt 5069- 1.04, as would not be so prohibited by law or so result amended (the "Act"), is relevant to the Bank for the purposes of determining the Maximum Rate, the parties elect to determine the Maximum Rate under the Act pursuant to the "indicate rate ceiling" from time to time in a receipt by EFS effect, as referred to and defined in article 1.04(a)(1) of interest at a criminal ratethe Act; subject, such adjustment to be effectedhowever, to any right the extent necessary, as follows: (a) firstly, by reducing the amount or rate of interest required to be paid to EFS Bank may have subsequently under the Agreement; and (b) thereafter, by reducing any fees, commissions, premiums and other amounts required to be paid to EFS that would constitute interest for purposes of section 347 of the Criminal Code (Canada); but in all circumstances after taking into account and offsetting any incentive and rebate amounts paid to the Customer. Notwithstanding the foregoing and after giving effect to all adjustments contemplated thereby, if EFS receives an amount in excess of the maximum permitted by the foregoing, then the Customer shall be entitled, by notice in writing to EFSapplicable law, to obtain reimbursement from EFS in an amount equal to such excess, and pending such reimbursement, such amount shall be deemed to be an amount payable by EFS to change the Customer. Any amount or rate of interest referred to in the foregoing shall be determined in accordance with generally accepted accounting practices and principles as an effective annual rate of interest over the term of this Agreements on the assumption that any charges, fees or expenses that fall within the meaning of "interest" (as defined in the Criminal Code (Canada)) shall, if they relate to a specific period of time, be pro-rated over the period of time.method

Usury Laws. If any provision It is the intention of the parties to this Agreement would oblige Note to comply with all applicable laws, including, without limitation, usury laws. In furtherance thereof, Xxxxxxxx and the Customer General Partner and Xxxxxx stipulate and agree that none of the terms and provisions contained in this Note or the other Loan Documents shall ever be construed to make any payment create a contract to pay for the use, forbearance, or detention of interest money, or other amount payable to EFS interest, in an amount or calculated at a rate prohibited by law or would result in a receipt by EFS excess of interest at a criminal rate (as such terms are construed under the Criminal Code (Canada)), then notwithstanding such provision, such amount or rate shall be deemed to have been adjusted with retroactive effect to the maximum amount or rate of interest, as the case may be, as would not be so prohibited by law or so result in a receipt by EFS of interest at a criminal rate, such adjustment permitted to be effectedcharged by applicable law in effect from time to time. Neither Borrower nor any present or future guarantors, endorsers, or other persons or entities hereafter becoming liable for payment of Borrower’s obligations hereunder and under the other Loan Documents shall ever be liable for unearned interest thereon or shall ever be required to pay interest thereon in excess of the extent necessarymaximum amount that may be lawfully charged under applicable law from time to time in effect, as follows: and the provisions of this Section 11 shall control over all other provisions of the Loan Documents that may be in conflict or apparent conflict herewith. Lender expressly disavows any intention to charge or collect excessive unearned interest or finance charges in the event the maturity of this Note is accelerated. If (a) firstlythe maturity of this Note is accelerated for any reason, by reducing the amount or rate of interest required to be paid to EFS under the Agreement; and (b) thereafter, by reducing this Note is prepaid and as a result any fees, commissions, premiums and other amounts required held to constitute interest are determined to be paid in excess of the legal maximum, or (c) Lender or any other holder of the Note shall otherwise collect moneys which are determined to EFS that would constitute interest for purposes of section 347 of which would otherwise increase the Criminal Code (Canada); but in all circumstances after taking into account and offsetting any incentive and rebate amounts paid interest hereon to the Customer. Notwithstanding the foregoing and after giving effect to all adjustments contemplated thereby, if EFS receives an amount in excess of that permitted to be charged by applicable law, then all sums determined to constitute interest in excess of such legal limit shall, without penalty, be promptly applied to reduce the then outstanding principal of this Note or, at Lender's or such holder's option, promptly returned to Borrower or the other payor thereof upon such determination. In determining whether or not the interest paid or payable, under any specific circumstance, exceeds the maximum amount permitted by under applicable law, Lender and Borrower (and any other payors of this Note) shall to the foregoinggreatest extent permitted under applicable law, then (a) characterize any non-principal payment as an expense, fee or premium rather than as interest, (b) exclude voluntary prepayments and the Customer shall be entitled, by notice in writing to EFS, to obtain reimbursement from EFS in an amount equal to such excesseffects thereof, and pending such reimbursement(c) amortize, such prorate, allocate, and spread the total amount shall be deemed of interest throughout the entire contemplated term of this Note in accordance with the amounts outstanding from time to be an amount payable by EFS to time hereunder and the Customer. Any amount or maximum legal rate of interest referred from time to time in effect under applicable law in order to lawfully charge the foregoing maximum amount of interest permitted under applicable law. In the event applicable law provides for an interest ceiling under Chapter 303 of the Texas Finance Code (the “Texas Finance Code”) as amended, for that day, the ceiling shall be determined in accordance with generally accepted accounting practices and principles as an effective annual rate of interest over the term of this Agreements on the assumption that any charges, fees or expenses that fall within the meaning of "interest" (“weekly ceiling” as defined in the Criminal Code (Canada)) shallTexas Finance Code. As used in this section the term “applicable law” means the laws of the State of Texas or the laws of the United States of America, if they relate to a specific period of timewhichever laws allow the greater interest, as such laws now exist or may be pro-rated over changed or amended or come into effect in the period of timefuture.

Usury Laws. If Borrower, Lender and all other parties to the Loan Documents intend to conform to and contract in strict compliance with applicable usury law from time to time in effect. All agreements between Borrower and Lender (or any provision other party liable with respect to any Indebtedness under the Loan Documents) are hereby limited by the provisions of this Agreement would oblige Section which shall override and control all such agreements, whether now existing or hereafter arising. In no way, nor in any event or contingency (including but not limited to prepayment, default, demand for payment, or acceleration of the Customer to make maturity of any payment of interest or other amount payable to EFS in an amount or calculated at a rate prohibited by law or would result in a receipt by EFS of interest at a criminal rate (as such terms are construed under the Criminal Code (Canada)obligation), then notwithstanding such provisionshall the interest taken, such amount reserved, contracted for, charged, chargeable, or rate shall be deemed to have been adjusted with retroactive effect to received under this Agreement, the Note, any of the other Loan Documents, or otherwise, exceed the maximum amount permitted under applicable law ("MAXIMUM AMOUNT"). If, from any possible construction of any document, interest would otherwise be payable in excess of the Maximum Amount, any such construction shall be subject to the provisions of this Section and such document shall IPSO FACTO be automatically reformed and the interest payable shall be automatically reduced to the Maximum Amount, without the necessity of execution of any amendment or rate new document. If Lender shall ever receive anything of value which is characterized as interest under applicable law and which would apart from this provision be in excess of the Maximum Amount, an amount equal to the amount which would have been excessive interest shall, without penalty, be applied to the reduction of the principal amount owing on the Indebtedness in the inverse order of its maturity and not to the payment of interest, or be refunded to Borrower or the other payor thereof, at the election of Lender in its sole discretion or as required by applicable law. The right to accelerate maturity of the case may beNote or any other Indebtedness does not include the right to accelerate any interest which has not otherwise accrued on the date of such acceleration, as would and Lender does not be so prohibited by law intend to charge or so result receive any unearned interest in a receipt by EFS the event of acceleration. All interest at a criminal rate, such adjustment paid or agreed to be effectedpaid to Lender shall, to the extent necessarypermitted by applicable law, be amortized, prorated, allocated and spread throughout the full stated term (including any renewal or extension) of such Indebtedness so that the amount of interest on account of such Indebtedness does not exceed the Maximum Amount. As used in this Section, the term "applicable law" shall mean the laws of the State of FLORIDA or the federal laws of the United States applicable to this transaction, whichever laws allow the greater interest, as follows: (a) firstly, by reducing the amount such laws now exist or rate of interest required to may be paid to EFS under the Agreement; and (b) thereafter, by reducing any fees, commissions, premiums and other amounts required to be paid to EFS that would constitute interest for purposes of section 347 of the Criminal Code (Canada); but in all circumstances after taking changed or amended or come into account and offsetting any incentive and rebate amounts paid to the Customer. Notwithstanding the foregoing and after giving effect to all adjustments contemplated thereby, if EFS receives an amount in excess of the maximum permitted by the foregoing, then the Customer shall be entitled, by notice in writing to EFS, to obtain reimbursement from EFS in an amount equal to such excess, and pending such reimbursement, such amount shall be deemed to be an amount payable by EFS to the Customer. Any amount or rate of interest referred to in the foregoing shall be determined in accordance with generally accepted accounting practices and principles as an effective annual rate of interest over the term of this Agreements on the assumption that any charges, fees or expenses that fall within the meaning of "interest" (as defined in the Criminal Code (Canada)) shall, if they relate to a specific period of time, be pro-rated over the period of timefuture.

Usury Laws. If Borrower, Lender and all other parties to the Loan Documents intend to conform to and contract in strict compliance with applicable usury law from time to time in effect. All agreements between Borrower and Lender (or any provision other party liable with respect to any Indebtedness under the Loan Documents) are hereby limited by the provisions of this Agreement would oblige Section which shall override and control all such agreements, whether now existing or hereafter arising. In no way, nor in any event or contingency (including but not limited to prepayment, default, demand for payment, or acceleration of the Customer to make maturity of any payment of interest or other amount payable to EFS in an amount or calculated at a rate prohibited by law or would result in a receipt by EFS of interest at a criminal rate (as such terms are construed under the Criminal Code (Canada)obligation), then notwithstanding such provisionshall the interest taken, such amount reserved, contracted for, charged, chargeable, or rate shall be deemed to have been adjusted with retroactive effect to received under this Agreement, the Note, any of the other Loan Documents, or otherwise, exceed the maximum amount permitted under applicable law ("Maximum Amount"). If, from any possible construction of any document, interest would otherwise be payable in excess of the Maximum Amount, any such construction shall be subject to the provisions of this Section and such document shall ipso facto be automatically reformed and the interest payable shall be automatically reduced to the Maximum Amount, without the necessity of execution of any amendment or rate new document. If Lender shall ever receive anything of value which is characterized as interest under applicable law and which would apart from this provision be in excess of the Maximum Amount, an amount equal to the amount which would have been excessive interest shall, without penalty, be applied to the reduction of the principal amount owing on the Indebtedness in the inverse order of its maturity and not to the payment of interest, or be refunded to Borrower or the other payor thereof, at the election of Lender in its sole discretion or as required by applicable law. The right to accelerate maturity of the case may beNote or any other Indebtedness does not include the right to accelerate any interest which has not otherwise accrued on the date of such acceleration, as would and Lender does not be so prohibited by law intend to charge or so result receive any unearned interest in a receipt by EFS the event of acceleration. All interest at a criminal rate, such adjustment paid or agreed to be effectedpaid to Lender shall, to the extent necessarypermitted by applicable law, be amortized, prorated, allocated and spread throughout the full stated term (including any renewal or extension) of such Indebtedness so that the amount of interest on account of such Indebtedness does not exceed the Maximum Amount. As used in this Section, the term "applicable law" shall mean the laws of the State of Florida or the federal laws of the United States applicable to this transaction, whichever laws allow the greater interest, as follows: (a) firstly, by reducing the amount such laws now exist or rate of interest required to may be paid to EFS under the Agreement; and (b) thereafter, by reducing any fees, commissions, premiums and other amounts required to be paid to EFS that would constitute interest for purposes of section 347 of the Criminal Code (Canada); but in all circumstances after taking changed or amended or come into account and offsetting any incentive and rebate amounts paid to the Customer. Notwithstanding the foregoing and after giving effect to all adjustments contemplated thereby, if EFS receives an amount in excess of the maximum permitted by the foregoing, then the Customer shall be entitled, by notice in writing to EFS, to obtain reimbursement from EFS in an amount equal to such excess, and pending such reimbursement, such amount shall be deemed to be an amount payable by EFS to the Customer. Any amount or rate of interest referred to in the foregoing shall be determined in accordance with generally accepted accounting practices and principles as an effective annual rate of interest over the term of this Agreements on the assumption that any charges, fees or expenses that fall within the meaning of "interest" (as defined in the Criminal Code (Canada)) shall, if they relate to a specific period of time, be pro-rated over the period of timefuture.

Usury Laws. If It is the express intent hereof that Borrower not pay and Lender not receive, directly or indirectly in any provision manner whatsoever, interest in excess of this Agreement would oblige that which may be legally paid by Borrower under applicable law, and the Customer note is subject to make any payment the express condition that at no time shall Borrower be obligated or required to pay, nor shall Lender be permitted to collect, interest on the principal balance of interest or other amount payable to EFS in an amount or calculated the Note at a rate prohibited by law which could subject Lender to either civil or would criminal liability as a result in a receipt by EFS of interest at a criminal rate (as such terms are construed under the Criminal Code (Canada)), then notwithstanding such provision, such amount or rate shall be deemed to have been adjusted with retroactive effect to the maximum amount or rate of interest, as the case may be, as would not be so prohibited by law or so result in a receipt by EFS of interest at a criminal rate, such adjustment to be effected, to the extent necessary, as follows: (a) firstly, by reducing the amount or rate of interest required to be paid to EFS under the Agreement; and (b) thereafter, by reducing any fees, commissions, premiums and other amounts required to be paid to EFS that would constitute interest for purposes of section 347 of the Criminal Code (Canada); but in all circumstances after taking into account and offsetting any incentive and rebate amounts paid to the Customer. Notwithstanding the foregoing and after giving effect to all adjustments contemplated thereby, if EFS receives an amount being in excess of the maximum rate which Borrower is permitted by law to agree to pay. If any such excess amount of interest is contracted for, charged, paid, received or applied under the Loan Documents or the Note, or in the event the maturity of the indebtedness secured hereby is accelerated in whole or in part or all or part of the principal of or interest on the Note shall be prepaid, so that under any of such circumstances the amount of interest contracted for, charged, paid, received or applied under the Loan Documents or the Note on the amount of principal actually outstanding from time to time under the Note shall exceed the maximum amount of interest permitted by applicable law, then in any such event (a) neither Borrower nor any other person liable for payment of the indebtedness secured hereby shall be obligated to pay the amount of such interest to the extent that it is in excess of the maximum amount of interest permitted by applicable law, (b) any such excess which may have been collected shall, at Xxxxxx's option, either be applied as a credit against the then unpaid principal amount of the Note or refunded to Borrower and (c) the effective rate of interest shall be automatically reduced to the maximum lawful rate of interest allowed under applicable law, as now or hereafter construed by the courts having jurisdiction thereof. Without limiting the generality of the foregoing, then all calculations of the Customer shall be entitled, by notice in writing to EFS, to obtain reimbursement from EFS in an amount equal to such excess, and pending such reimbursement, such amount shall be deemed to be an amount payable by EFS to the Customer. Any amount or rate of interest referred to in contracted for, charged or received under the foregoing Loan Documents or the Note which are made for the purposes of determining whether such rate exceeds the maximum amount of interest permitted by applicable law shall be determined made, to the extent permitted by applicable law, by amortizing, prorating, allocating and spreading in accordance with generally accepted accounting practices and principles as an effective annual rate of interest over the term of this Agreements on the assumption that any charges, fees or expenses that fall within the meaning of "interest" (as defined in the Criminal Code (Canada)) shall, if they relate to a specific period of time, be pro-rated over equal parts during the period of timethe full stated term of the Note, all interest at any time contracted for, charged or received in connection with the indebtedness evidenced by the Note.

Usury Laws. If any provision This Security Instrument and the Debentures are subject to the express condition that at no time shall Ener1 (or pursuant to the Subsidiary Guaranty, Mortgagor on behalf of this Agreement would oblige Ener1) be obligated or required to pay interest on the Customer to make any payment of interest or other amount payable to EFS in an amount or calculated Debts at a rate prohibited which could subject the holder of any Debenture to either civil or criminal liability as a result of being in excess of the maximum interest rate which Ener1 (or pursuant to the Subsidiary Guaranty, Mortgagor on behalf of Ener1) is permitted by applicable law to contract or would result agree to pay. If by the terms of this Security Instrument or any Debentures, Ener1 (or pursuant to the Subsidiary Guaranty, Mortgagor on behalf of Ener1) is at any time required or obligated to pay interest on the Debts at a rate in a receipt by EFS excess of such maximum rate, the rate of interest under this Security Instrument and such Debenture shall be deemed to be immediately reduced to such maximum rate and the interest payable shall be computed at a criminal such maximum rate (as and all prior interest payments in excess of such terms are construed under the Criminal Code (Canada)), then notwithstanding such provision, such amount or maximum rate shall be applied and shall be deemed to have been adjusted with retroactive effect to payments in reduction of the maximum amount principal balance of such Debenture. All sums paid or rate of interest, as the case may be, as would not be so prohibited by law or so result in a receipt by EFS of interest at a criminal rate, such adjustment agreed to be effectedpaid to Agent, on behalf of Mortgagees, or a Mortgagee for the use, forbearance, or detention of the Debts shall, to the extent necessarypermitted by applicable law, as follows: (a) firstlybe amortized, by reducing prorated, allocated, and spread throughout the full stated term of the applicable Debenture until payment in full so that the rate or amount or of interest on account of the Debts does not exceed the maximum lawful rate of interest required from time to be paid time in effect and applicable to EFS under the Agreement; and (b) thereafter, by reducing Debts for so long as any fees, commissions, premiums and other amounts required to be paid to EFS that would constitute interest for purposes of section 347 portion of the Criminal Code (Canada); but in all circumstances after taking into account and offsetting any incentive and rebate amounts paid to the Customer. Notwithstanding the foregoing and after giving effect to all adjustments contemplated thereby, if EFS receives an amount in excess of the maximum permitted by the foregoing, then the Customer shall be entitled, by notice in writing to EFS, to obtain reimbursement from EFS in an amount equal to such excess, and pending such reimbursement, such amount shall be deemed to be an amount payable by EFS to the Customer. Any amount or rate of interest referred to in the foregoing shall be determined in accordance with generally accepted accounting practices and principles as an effective annual rate of interest over the term of this Agreements on the assumption that any charges, fees or expenses that fall within the meaning of "interest" (as defined in the Criminal Code (Canada)) shall, if they relate to a specific period of time, be pro-rated over the period of timeDebts are outstanding.

Usury Laws. It is the intention of Maker and Holder to conform strictly to applicable usury laws. Accordingly, notwithstanding any provision to the contrary in this Note, the aggregate of all interest and any other charges or consideration constituting interest under applicable usury law that is taken, reserved, contracted for, charged or received under this Note or otherwise in connection with this transaction shall under no circumstances exceed the maximum amount of interest allowed by the usury law applicable to this transaction. If any provision excess interest charge or consideration in such respect is taken, reserved, contracted for, charged, received or provided for, or shall be adjudicated to be so taken, reserved, contracted for, charged, received or provided for, in this Note, whether by the terms of this Agreement would oblige Note or because the Customer to make maturity of the indebtedness evidenced by this Note is accelerated for any payment reason, or in the event of interest any required or other amount payable to EFS in an amount or calculated at a rate prohibited by law or would result in a receipt by EFS of interest at a criminal rate (as such terms are construed under the Criminal Code (Canada))permitted prepayment, then notwithstanding in any such provisionevent (a) the provisions of this paragraph shall govern and control, (b) neither Maker nor Maker's heirs, executors, administrators, legal representatives, successors or assigns or any other liable party shall be obligated to pay the amount of such amount or rate interest to the extent that it is in excess of the legal limit for interest rates, (c) any excess shall be deemed to a mistake and cancelled automatically and, if theretofore paid, shall be credited on this Note by the Holder hereof (or if this Note shall have been adjusted with retroactive effect paid in full, refunded to Maker) and (d) the effective rate of interest shall be automatically subject to reduction to the maximum amount interest rate allowed by law as the law may now or hereafter be construed by courts of appropriate jurisdiction. Without limiting the foregoing, all calculations of the rate of interestinterest taken, as reserved, contracted for, charged, received or provided for under this Note which are made for the case may bepurpose of determining whether the interest rate exceeds the legal limit for interest rates, as would not shall be so prohibited by law or so result in a receipt by EFS of interest at a criminal rate, such adjustment to be effectedmade, to the extent necessary, as follows: (a) firstlyallowed by law, by reducing the amount or rate of interest required to be paid to EFS under the Agreement; amortizing, prorating, allocating and (b) thereafter, by reducing any fees, commissions, premiums and other amounts required to be paid to EFS that would constitute interest for purposes of section 347 of the Criminal Code (Canada); but spreading in all circumstances after taking into account and offsetting any incentive and rebate amounts paid to the Customer. Notwithstanding the foregoing and after giving effect to all adjustments contemplated thereby, if EFS receives an amount in excess of the maximum permitted by the foregoing, then the Customer shall be entitled, by notice in writing to EFS, to obtain reimbursement from EFS in an amount equal to such excess, and pending such reimbursement, such amount shall be deemed to be an amount payable by EFS to the Customer. Any amount or rate of interest referred to in the foregoing shall be determined in accordance with generally accepted accounting practices and principles as an effective annual rate of interest over the term of this Agreements on the assumption that any charges, fees or expenses that fall within the meaning of "interest" (as defined in the Criminal Code (Canada)) shall, if they relate to a specific period of time, be pro-rated over parts during the period of timethe full stated term of the Note evidenced hereby, all interest at any time taken, reserved, contracted for, charged, received or provided for under this Note. [SIGNATURE PAGE TO FOLLOW] [SIGNATURE PAGE TO NOTE] Dated this 26th day of June, 2002. /s/ XXXXXXX X. XXXXX ------------------------------------ Xxxxxxx X. Xxxxx, Chairman/CEO AmeriVision Communications, Inc. ACKNOWLEDGMENT STATE OF OKLAHOMA ) ) ss. COUNTY OF OKLAHOMA ) This instrument was signed and acknowledged before me on the 26 day of June, 2002, by Maker. /s/ XXXXXX XXXXXX ----------------------------- Notary/Public [L.S.] My Commission Expires: 2-14-2004 ---------------------- EXHIBIT A FORM OF CONFIDENTIALITY AND NON-COMPETITION AGREEMENT This CONFIDENTIALITY AND NON-COMPETITION AGREEMENT (the "AGREEMENT") is effective as of the 26th day of June, 2002, by and between Xxxxxxx X. Xxxxxxxx, an individual ("CONSULTANT" or "YOU"), and AmeriVision Communications, Inc., an Oklahoma corporation (the "COMPANY").

Usury Laws. If (a) Notwithstanding anything to the contrary contained in this Note or any provision other Loan Document, (i) this Note shall never bear interest in excess of the Highest Lawful Rate, and (ii) if at any time the rate at which interest is payable on this Note is limited by the Highest Lawful Rate by the foregoing clause (i) or by reference to the Highest Lawful Rate in the definitions of Base Rate and Default Rate, then this Note shall bear interest at the Highest Lawful Rate and shall continue to bear interest at the Highest Lawful Rate until such time as the total amount of interest accrued on this Note equals (but does not exceed) the total amount of interest which would have accrued on this Note, had there been no Highest Lawful Rate applicable to this Note. (b) It is the intention of the parties hereto that all aspects of this Agreement would oblige Note and the Customer other Loan Documents, and the transactions contemplated hereby and thereby, comply with all laws, including, specifically, any applicable usury laws. In furtherance thereof, Borrower, the General Partner, Millennium and Lender stipulate and agree that none of the terms and provisions contained in this Note or the other Loan Documents shall ever be construed to make any payment create a contract to pay for the use, forbearance, or detention of interest money, or other amount payable to EFS interest, in an amount or calculated at a rate prohibited by law or would result in a receipt by EFS excess of interest at a criminal rate (as such terms are construed under the Criminal Code (Canada)), then notwithstanding such provision, such amount or rate shall be deemed to have been adjusted with retroactive effect to the maximum amount or rate of interest, as the case may be, as would not be so prohibited by law or so result in a receipt by EFS of interest at a criminal rate, such adjustment permitted to be effectedcharged by applicable law in effect from time to time. Neither Borrower nor Millennium nor the General Partner nor any present or future guarantors, to endorsers, or other persons or entities hereafter becoming liable for payment of Borrower’s obligations hereunder and under the extent necessary, as follows: (a) firstly, by reducing the amount other Loan Documents shall ever be liable for unearned interest thereon or rate of interest shall ever be required to pay interest thereon in excess of the maximum amount that may be paid lawfully charged under applicable law from time to EFS under time in effect, and the Agreement; provisions of this Section 11 shall control over all other provisions of the Loan Documents that may be in conflict or apparent conflict herewith. Lender expressly disavows any intention to charge or collect excessive unearned interest or finance charges in the event the maturity of this Note is accelerated. If (i) the maturity of this Note is accelerated for any reason, (ii) this Note is prepaid and (b) thereafter, by reducing as a result any fees, commissions, premiums and other amounts required held to constitute interest are determined to be paid in excess of the legal maximum, or (iii) Lender or any other holder of this Note shall otherwise collect moneys which are determined to EFS that would constitute interest for purposes of section 347 of which would otherwise increase the Criminal Code (Canada); but in all circumstances after taking into account and offsetting any incentive and rebate amounts paid interest hereon to the Customer. Notwithstanding the foregoing and after giving effect to all adjustments contemplated thereby, if EFS receives an amount in excess of that permitted to be charged by applicable law, then all sums determined to constitute interest in excess of such legal limit shall, without penalty, be promptly applied to reduce the then outstanding principal of this Note or, at Lender's or such holder's option, promptly returned to Borrower or the other payor thereof upon such determination. In determining whether or not the interest paid or payable, under any specific circumstance, exceeds the maximum amount permitted by under applicable law, Lender, Borrower, the foregoing, then the Customer shall be entitled, by notice in writing to EFSGeneral Partner and Millennium (and any other payors of this Note) agree that Lender shall, to obtain reimbursement from EFS in the greatest extent permitted under applicable law, (i) characterize any non-principal payment as an amount equal to such excessexpense, fee or premium rather than as interest, (ii) exclude voluntary prepayments and the effects thereof, and pending such reimbursement(iii) amortize, such prorate, allocate, and spread the total amount shall be deemed of interest throughout the entire contemplated term of this Note in accordance with the amounts outstanding from time to be an amount payable by EFS to time hereunder and the Customer. Any amount or maximum legal rate of interest referred from time to time in effect under applicable law in order to lawfully charge the foregoing maximum amount of interest permitted under applicable law. In the event applicable law provides for an interest ceiling under Chapter 303 of the Texas Finance Code (the “Texas Finance Code”) as amended, for that day, the ceiling shall be determined in accordance with generally accepted accounting practices and principles as an effective annual rate of interest over the term of this Agreements on the assumption that any charges, fees or expenses that fall within the meaning of "interest" (“weekly ceiling” as defined in the Criminal Code (Canada)) shallTexas Finance Code. As used in this section the term “applicable law” means the laws of the State of Texas or the laws of the United States of America, if they relate to a specific period of timewhichever laws allow the greater interest, as such laws now exist or may be pro-rated over changed or amended or come into effect in the period of timefuture. 12.

Usury Laws. It is the intention of Maker and Holder to conform strictly to applicable usury laws. Accordingly, notwithstanding any provision to the contrary in this Note, the aggregate of all interest and any other charges or consideration constituting interest under applicable usury law that is taken, reserved, contracted for, charged or received under this Note or otherwise in connection with this transaction shall under no circumstances exceed the maximum amount of interest allowed by the usury law applicable to this transaction. If any provision excess interest charge or consideration in such respect is taken, reserved, contracted for, charged, received or provided for, or shall be adjudicated to be so taken, reserved, contracted for, charged, received or provided for, in this Note, whether by the terms of this Agreement would oblige Note or because the Customer to make maturity of the indebtedness evidenced by this Note is accelerated for any payment reason, or in the event of interest any required or other amount payable to EFS in an amount or calculated at a rate prohibited by law or would result in a receipt by EFS of interest at a criminal rate (as such terms are construed under the Criminal Code (Canada))permitted prepayment, then notwithstanding in any such provisionevent (a) the provisions of this paragraph shall govern and control, (b) neither Maker nor Maker's heirs, executors, administrators, legal representatives, successors or assigns or any other liable party shall be obligated to pay the amount of such amount or rate interest to the extent that it is in excess of the legal limit for interest rates, (c) any excess shall be deemed to a mistake and cancelled automatically and, if theretofore paid, shall be credited on this Note by the Holder hereof (or if this Note shall have been adjusted with retroactive effect paid in full, refunded to Maker) and (d) the effective rate of interest shall be automatically subject to reduction to the maximum amount interest rate allowed by law as the law may now or hereafter be construed by courts of appropriate jurisdiction. Without limiting the foregoing, all calculations of the rate of interestinterest taken, as reserved, contracted for, charged, received or provided for under this Note which are made for the case may bepurpose of determining whether the interest rate exceeds the legal limit for interest rates, as would not shall be so prohibited by law or so result in a receipt by EFS of interest at a criminal rate, such adjustment to be effectedmade, to the extent necessary, as follows: (a) firstlyallowed by law, by reducing the amount or rate of interest required to be paid to EFS under the Agreement; amortizing, prorating, allocating and (b) thereafter, by reducing any fees, commissions, premiums and other amounts required to be paid to EFS that would constitute interest for purposes of section 347 of the Criminal Code (Canada); but spreading in all circumstances after taking into account and offsetting any incentive and rebate amounts paid to the Customer. Notwithstanding the foregoing and after giving effect to all adjustments contemplated thereby, if EFS receives an amount in excess of the maximum permitted by the foregoing, then the Customer shall be entitled, by notice in writing to EFS, to obtain reimbursement from EFS in an amount equal to such excess, and pending such reimbursement, such amount shall be deemed to be an amount payable by EFS to the Customer. Any amount or rate of interest referred to in the foregoing shall be determined in accordance with generally accepted accounting practices and principles as an effective annual rate of interest over the term of this Agreements on the assumption that any charges, fees or expenses that fall within the meaning of "interest" (as defined in the Criminal Code (Canada)) shall, if they relate to a specific period of time, be pro-rated over parts during the period of timethe full stated term of the Note evidenced hereby, all interest at any time taken, reserved, contracted for, charged, received or provided for under this Note. [SIGNATURE PAGE TO FOLLOW] [SIGNATURE PAGE TO NOTE] Dated this 26th day of June, 2002. /s/ XXXXXXX X. XXXXX ----------------------------------- Xxxxxxx X. Xxxxx, Chairman/CEO AmeriVision Communications, Inc. [SEAL] ACKNOWLEDGMENT STATE OF OKLAHOMA ) ) ss. COUNTY OF OKLAHOMA ) This instrument was signed and acknowledged before me on the 26th day of June, 2002, by Maker. /s/ XXXXXX XXXXXX ----------------------------------- Notary Public [L.S.] My Commission Expires: 2-14-04 ---------------------- EXHIBIT A TO PROMISSORY NOTE CONFIDENTIALITY AND NON-COMPETITION AGREEMENT This CONFIDENTIALITY AND NON-COMPETITION AGREEMENT (the "AGREEMENT") is effective as of the 26th day of June, 2002, by and between Xxxxxxx X. Xxxxxxxx, an individual ("CONSULTANT" or "YOU"), and AmeriVision Communications, Inc., an Oklahoma corporation (the "COMPANY").

Usury Laws. If Borrower, Agent, Lenders and all other parties to the Loan Documents intend to conform to and contract in strict compliance with applicable usury law from time to time in effect. All agreements between Borrower and Lenders (or any provision other party liable with respect to any Indebtedness under the Loan Documents) are hereby limited by the provisions of this Agreement would oblige Section which shall override and control all such agreements, whether now existing or hereafter arising. In no way, nor in any event or contingency (including but not limited to prepayment, default, demand for payment, or acceleration of the Customer to make maturity of any payment of interest or other amount payable to EFS in an amount or calculated at a rate prohibited by law or would result in a receipt by EFS of interest at a criminal rate (as such terms are construed under the Criminal Code (Canada)obligation), then notwithstanding such provisionshall the interest taken, such amount reserved, contracted for, charged, chargeable, or rate shall be deemed to have been adjusted with retroactive effect to received under this Agreement, the Notes, any of the other Loan Documents, or otherwise, exceed the maximum amount or rate permitted under applicable law ("Maximum Amount"). If, from any possible construction of interestany document, as the case may be, as interest would not otherwise be so prohibited by law or so result in a receipt by EFS of interest at a criminal rate, such adjustment to be effected, to the extent necessary, as follows: (a) firstly, by reducing the amount or rate of interest required to be paid to EFS under the Agreement; and (b) thereafter, by reducing any fees, commissions, premiums and other amounts required to be paid to EFS that would constitute interest for purposes of section 347 of the Criminal Code (Canada); but in all circumstances after taking into account and offsetting any incentive and rebate amounts paid to the Customer. Notwithstanding the foregoing and after giving effect to all adjustments contemplated thereby, if EFS receives an amount payable in excess of the maximum permitted by the foregoingMaximum Amount, then the Customer any such construction shall be entitledsubject to the provisions of this Section and such document shall ipso facto be automatically reformed and the interest payable shall be automatically reduced to the Maximum Amount, by notice without the necessity of execution of any amendment or new document. If Lenders shall ever receive anything of value which is characterized as interest under applicable law and which would apart from this provision be in writing to EFSexcess of the Maximum Amount, to obtain reimbursement from EFS in an amount equal to the amount which would have been excessive interest shall, without penalty, be applied to the reduction of the principal amount owing on either Note in the inverse order of its maturity and not to the payment of interest, or be refunded to Borrower or the other payor thereof, at the election of Required Lenders in their sole discretion or as required by applicable law. The right to accelerate maturity of the Notes or any other Indebtedness does not include the right to accelerate any interest which has not otherwise accrued on the date of such excessacceleration, and pending such reimbursement, such amount shall be deemed Lenders do not intend to be an amount payable by EFS to the Customer. Any amount charge or rate of receive any unearned interest referred to in the foregoing shall be determined in accordance with generally accepted accounting practices and principles as an effective annual rate event of acceleration. All interest over the term of this Agreements on the assumption that any charges, fees paid or expenses that fall within the meaning of "interest" (as defined in the Criminal Code (Canada)) shall, if they relate to a specific period of time, be pro-rated over the period of time.50

Usury Laws. If Notwithstanding any provision provisions of this Agreement would oblige Note or any other Subordinated Debt Document to the Customer to make contrary, in no event shall any Subordinated Debt Document require the payment or permit the collection of interest or other amount payable to EFS amounts in an amount or calculated at a rate prohibited in excess of the amount or rate that is permitted by law or in an amount or at a rate that would result in a the receipt by EFS the Payee of interest at a criminal rate (rate, as such the terms “interest” and “criminal rate” are construed defined under the Criminal Code (Canada)). Where more than one such law is applicable to any Maker, then notwithstanding such provisionMaker shall not be obliged to make payment in an amount or at a rate higher than the lowest amount or rate permitted by such laws. If from any circumstances whatever, fulfillment of any provision of this Note or any other Subordinated Debt Document shall involve transcending the limit of validity prescribed by any applicable law for the collection or charging of interest, the obligation to be fulfilled shall be reduced to the limit of such validity, and if from any such circumstances the Payee shall ever receive anything of value as interest or deemed interest under this Note or any other Subordinated Debt Document in an amount that would exceed the highest lawful rate of interest permitted by any applicable law, such amount or rate that would be excessive interest shall be deemed applied to have been adjusted with retroactive the reduction of the principal amount of the Obligations, and not to the payment of interest, or if such excessive interest exceeds the unpaid principal balance of the Obligations, the amount exceeding the unpaid balance shall be refunded to the applicable Maker. In determining whether or not the interest paid or payable under any specified contingency exceeds the highest lawful rate, the Makers and the Payee shall, to the maximum extent permitted by applicable law (a) characterize any non-principal payment as an expense, fee or premium rather than as interest, (b) exclude voluntary prepayments and the effects thereof, (c) amortize, prorate, allocate and spread the total amount of interest throughout the term of such indebtedness so that interest thereon does not exceed the maximum amount permitted by applicable law, 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 parties acknowledge and agree that all calculations of interest under this Note are to be made on the basis of the nominal interest rate described herein and not on the basis of effective yearly rates or on any other basis which gives effect to the maximum amount or rate principle of deemed reinvestment of interest, as . The parties acknowledge that there is a material difference between the case may be, as would not be so prohibited by law or so result in a receipt by EFS stated nominal interest rates and the effective yearly rates of interest at a criminal rate, such adjustment to be effected, to and that they are capable of making the extent necessary, as follows: (a) firstly, by reducing the amount or rate of interest calculations required to be paid to EFS under the Agreement; and (b) thereafter, by reducing any fees, commissions, premiums and other amounts required to be paid to EFS that would constitute interest for purposes determine such effective yearly rates of section 347 of the Criminal Code (Canada); but in all circumstances after taking into account and offsetting any incentive and rebate amounts paid to the Customer. Notwithstanding the foregoing and after giving effect to all adjustments contemplated thereby, if EFS receives an amount in excess of the maximum permitted by the foregoing, then the Customer shall be entitled, by notice in writing to EFS, to obtain reimbursement from EFS in an amount equal to such excess, and pending such reimbursement, such amount shall be deemed to be an amount payable by EFS to the Customer. Any amount or rate of interest referred to in the foregoing shall be determined in accordance with generally accepted accounting practices and principles as an effective annual rate of interest over the term of this Agreements on the assumption that any charges, fees or expenses that fall within the meaning of "interest" (as defined in the Criminal Code (Canada)) shall, if they relate to a specific period of time, be pro-rated over the period of time.

Usury Laws. If any provision It is the intention of this Agreement would oblige the Customer Borrower and Lender to make any payment of interest or other amount payable to EFS in an amount or calculated at a rate prohibited by law or would result in a receipt by EFS of interest at a criminal rate (as such terms are construed under the Criminal Code (Canada)), then notwithstanding such provision, such amount or rate shall be deemed to have been adjusted with retroactive effect conform strictly to the maximum amount usury and similar laws relating to interest from time to time in force, and all agreements between Lender and Borrower, whether now existing or rate hereafter arising and whether oral or written, are hereby expressly limited so that in no contingency or event whatsoever, whether by acceleration of interestmaturity hereof or otherwise, as the case may be, as would not be so prohibited by law or so result in a receipt by EFS of interest at a criminal rate, such adjustment to be effected, to the extent necessary, as follows: (a) firstly, by reducing shall the amount paid or rate of interest required agreed to be paid in the aggregate to EFS Lender as interest hereunder or under the Agreement; and (b) thereafterother Loan Documents or in any other security agreement given to secure the Debt, by reducing or in any feesother document evidencing, commissions, premiums and other amounts required to be paid to EFS that would constitute interest for purposes of section 347 of the Criminal Code (Canada); but in all circumstances after taking into account and offsetting any incentive and rebate amounts paid securing or pertaining to the CustomerDebt, exceed the maximum permissible under applicable usury or such other laws (the "Maximum Amount"). Notwithstanding the foregoing and after giving effect to all adjustments contemplated therebyIf from any possible construction of any document, if EFS receives an amount interest would otherwise be payable hereunder or under any other Loan Document in excess of the maximum permitted Maximum Amount, or in the event for any reason whatsoever any payment by or act of Borrower pursuant to the foregoingterms or requirements hereof or of any other Loan Document shall result in the payment of interest which would exceed the Maximum Amount, then the Customer any such construction shall be entitled, by notice in writing subject to EFS, to obtain reimbursement from EFS in an amount equal to such excessthe provisions of this Section, and pending ipso facto such reimbursement, such amount document shall be deemed automatically reformed, without the necessity of the execution of any amendment or new document, so that the obligation of Borrower to pay interest or perform such act or requirement shall be an amount payable by EFS reduced to the Customerlimit authorized under the applicable laws, and in no event shall Borrower be obligated to pay any interest, perform any act, or be bound by any requirement which would result in the payment of interest in excess of the Maximum Amount. Any amount received by Lender in excess of the Maximum Amount shall, without further agreement or rate notice between or by any party hereto, be deemed applied to reduce the principal amount of interest referred the Note immediately upon receipt of such moneys by Lender, with the same force and effect as though Borrower had specifically designated such sums to in the foregoing shall be determined in accordance with generally accepted accounting practices and principles as an effective annual rate of interest over the term applied to principal prepayment. The provisions of this Agreements on the assumption that Section shall supersede any charges, fees inconsistent provision of this Security Instrument or expenses that fall within the meaning of "interest" (as defined in the Criminal Code (Canada)) shall, if they relate to a specific period of time, be pro-rated over the period of timeany other Loan Document.

Usury Laws. If any provision of this Agreement would oblige The parties hereto intend to contract in strict compliance with applicable usury law from time to time in effect. In furtherance thereof, the Customer to make any payment of interest or other amount payable to EFS in an amount or calculated at a rate prohibited by law or would result in a receipt by EFS of interest at a criminal rate (as such terms are construed under the Criminal Code (Canada)), then notwithstanding such provision, such amount or rate shall be deemed to have been adjusted with retroactive effect to the maximum amount or rate of interest, as the case may be, as would not be so prohibited by law or so result in a receipt by EFS of interest at a criminal rate, such adjustment to be effected, to the extent necessary, as follows: (a) firstly, by reducing the amount or rate of interest required to be paid to EFS under the Agreement; parties hereto stipulate and (b) thereafter, by reducing any fees, commissions, premiums and other amounts required to be paid to EFS agree that would constitute interest for purposes of section 347 none of the Criminal Code (Canada); but terms and provisions contained in all circumstances after taking into account and offsetting this Mortgage or any incentive and rebate amounts paid other Loan Document shall ever be construed to create a contract to pay, for the Customer. Notwithstanding the foregoing and after giving effect to all adjustments contemplated therebyuse, if EFS receives an amount forbearance or detention of money, interest in excess of the maximum amount of interest permitted to be charged by applicable law from time to time in effect. Mortgagor, any present or future guarantor or any other person hereafter becoming liable for the payment of the Obligations, shall ever be liable for unearned interest thereon or shall ever be required to pay interest thereon in excess of the maximum amount that may be lawfully charged under applicable law from time to time in effect, and the provisions of this paragraph shall control over all other provision of the Loan Documents which may be in conflict therewith. If any indebtedness or obligation owed by Mortgagor under the Loan Documents is prepaid or accelerated and as a result any amounts held to constitute interest are determined to be in excess of the legal maximum, or Mortgagee shall otherwise collect moneys which are determined to constitute interest which would otherwise increase the interest on all or any part of such obligations to an amounts in excess of that permitted to be charged by applicable law then in effect, then all such sums determined to constitute interest in excess of such legal limit shall, without penalty, be promptly applied to reduce the then outstanding principal of the related indebtedness or obligations or, at Mortgagee's option returned to Mortgagor or the other payor thereof upon such determination. In determining whether or not any amount paid or payable, under any circumstance, exceeds the maximum amount permitted under applicable law, Mortgagee and Mortgagor shall to the greatest extent permitted under applicable law, characterize any non-principal payment as an expense, fee or premium rather than as interest, and amortize, prorate, allocate and spread the total amount of interest throughout the entire contemplated term of the Loan Agreement in accordance with the amounts outstanding from time to time hereunder and the Maximum Rate from time to time in effect under applicable law in order to lawfully charge the maximum amount of interest permitted under applicable law. If at any time the rate at which interest is payable hereunder exceeds the Maximum Rate, the amount outstanding hereunder shall bear interest at the Maximum Rate only, but shall continue to bear interest at the Maximum Rate until such time as the total amount of interest accrued hereunder equals (but does not exceed) the total amount of interest which would have accrued hereunder had there been no Maximum Rate applicable hereto. In the event applicable law provides for an interest ceiling under Chapter 303 of the Texas Finance Code, that ceiling shall be the indicated (weekly) ceiling and shall be used when appropriate in determining the maximum rate permitted by applicable law. As used in this section, (i) the foregoingterm "applicable law" means the laws of the State of Texas or the laws of the United States of America, then whichever laws allow the Customer shall greater interest, as such laws now exist or may be entitled, by notice changed or amended or come into effect in writing to EFS, to obtain reimbursement from EFS in an amount equal to such excessthe future, and pending such reimbursement(ii) the term "MAXIMUM RATE" means, such amount shall be deemed to be an amount payable by EFS to at the Customer. Any amount or time of determination, the maximum rate of interest referred to in the foregoing shall which, under applicable law, may then be determined in accordance with generally accepted accounting practices and principles as an effective annual rate of interest over the term of this Agreements on the assumption that any charges, fees or expenses that fall within the meaning of "interest" (as defined in the Criminal Code (Canada)) shall, if they relate to a specific period of time, be pro-rated over the period of timecharged hereunder.

Usury Laws. It is the intention of the parties hereto to comply ---------- with applicable usury laws; accordingly, it is agreed that notwithstanding any provisions to the contrary in this Agreement or in any of the documents evidencing or securing payment hereof or otherwise relating hereto, in no event shall this Agreement or such instruments or documents require or permit the payment, charging, taking, reserving or receiving of any sums constituting interest, as defined under applicable usury laws, in excess of the maximum amount permitted by such laws. If any provision such excess of interest is contracted for, paid, charged, taken, reserved or received under this Agreement or under the terms of any of the documents evidencing or securing payment hereof or otherwise relating hereto, or in any communication by Bank or any other person to Borrower or any other party liable for the payment of the indebtedness evidenced hereby, or if the maturity of the indebtedness is accelerated in whole or in part, or in the event that all or part of the principal or interest shall be prepaid, so that under any of such circumstances or under any other circumstances whatsoever, the amount of interest contracted for, paid, charged, taken, reserved or received under this Agreement or under any of the documents securing payment hereof or otherwise relating hereto, on the amount of principal actually outstanding from time to time shall exceed the maximum amount of interest permitted by applicable usury laws, then in any such event (i) the provisions of this Agreement would oblige Section shall govern and control, (ii) any such excess shall be canceled automatically to the Customer extent of such excess, and shall not be collected or collectible, (iii) any such excess which is or has been received shall be credited against the then unpaid principal balance hereof or refunded to make any payment Borrower, at the Bank's option, and (iv) the effective rate of interest shall be automatically reduced to the maximum lawful rate allowed under applicable laws as construed by courts having jurisdiction hereof or other amount payable to EFS in an amount or calculated at a thereof. It is further agreed that, without limitation of the foregoing, all calculations of the rate prohibited by law or would result in a receipt by EFS of interest contracted for, paid charged, taken, reserved or received under this Agreement or under such other documents or instruments that are made for the purpose of determining whether such rate exceeds the maximum lawful rate of interest, shall be made, to the extent permitted by applicable usury laws, by amortizing, prorating, allocating and spreading in equal parts during the period of the full stated term of the indebtedness, all interest at a criminal rate (as such any time contracted for, paid, charged, taken, reserved or received from the Borrower or otherwise by the holder or holders thereof. The terms are construed under the Criminal Code (Canada)), then notwithstanding such provision, such amount or rate of this Section shall be deemed to have been adjusted with retroactive effect be incorporated in every loan document, security instrument, debt instrument and communication relating to this Agreement and the maximum amount loan evidenced hereby. The term "applicable usury laws" shall mean such laws of the State of Texas or the laws of the United States, whichever laws allow the higher rate of interest, as the case may besuch laws now exist; provided, as would not be so prohibited by law or so result in a receipt by EFS however, that if such laws shall hereafter allow -------- ------- higher rates of interest at a criminal rate, such adjustment to be effected, to the extent necessary, as follows: (a) firstly, by reducing the amount or rate of interest required to be paid to EFS under the Agreement; and (b) thereafter, by reducing any fees, commissions, premiums and other amounts required to be paid to EFS that would constitute interest for purposes of section 347 of the Criminal Code (Canada); but in all circumstances after taking into account and offsetting any incentive and rebate amounts paid to the Customer. Notwithstanding the foregoing and after giving effect to all adjustments contemplated thereby, if EFS receives an amount in excess of the maximum permitted by the foregoinginterest, then the Customer applicable usury laws shall be entitled, by notice in writing to EFSthe laws allowing the higher rates, to obtain reimbursement from EFS in an amount equal to be effective as of the effective date of such excess, and pending such reimbursement, such amount shall be deemed to be an amount payable by EFS to the Customer. Any amount or rate of interest referred to in the foregoing shall be determined in accordance with generally accepted accounting practices and principles as an effective annual rate of interest over the term of this Agreements on the assumption that any charges, fees or expenses that fall within the meaning of "interest" (as defined in the Criminal Code (Canada)) shall, if they relate to a specific period of time, be pro-rated over the period of timelaws.

Usury Laws. If (a) It is the intention of the parties hereto that each Lender shall conform strictly to usury laws applicable to it. Accordingly, the parties hereto stipulate and agree that none of the terms and provisions contained in the Notes, this Agreement, or any provision of this Agreement would oblige the Customer other Credit Documents shall ever be construed to make create a contract to pay to any payment Lender for the use, forbearance, or detention of interest or other amount payable to EFS in an amount or calculated money at a rate prohibited in excess of the Highest Lawful Rate applicable to such Lender, and that for purposes hereof, "interest" shall include the aggregate of all charges or other consideration which constitute interest under applicable laws and are contracted for, taken, reserved, charged, or received under any of this Agreement, the Notes, or the other Credit Documents or otherwise in connection with the transactions contemplated by this Agreement. Further, if the transactions contemplated hereby would be usurious as to any Lender under laws applicable to it then, in that event, notwithstanding anything to the contrary in the Notes, this Agreement or in any other Credit Document or agreement entered into in connection with or as security for the Notes, it is agreed as follows: the aggregate of all consideration which constitutes interest under law applicable to each such Lender that is contracted for, taken, reserved, charged, or would result in a receipt received by EFS of interest at a criminal rate (as such terms are construed Lender under the Criminal Code (Canada))Notes, then notwithstanding such provisionthis Agreement, such amount or rate under any of the other aforesaid Credit Documents or agreements or otherwise in connection with the Notes shall be deemed to have been adjusted with retroactive effect to under no circumstances exceed the maximum amount or rate allowed by the law applicable to such Lender, and any excess shall be credited by such Lender on the principal amount of interestthe Indebtedness of the Borrower owed to such Lender (or, as if the case may be, as would not be so prohibited by law or so result principal amount of such Indebtedness shall have been paid in a receipt by EFS of interest at a criminal rate, such adjustment to be effectedfull, to the extent necessarysuch interest has been received by a Lender, as follows: (a) firstly, it shall be refunded by reducing the amount or rate of interest required to be paid to EFS under the Agreement; and (b) thereafter, by reducing any fees, commissions, premiums and other amounts required to be paid to EFS that would constitute interest for purposes of section 347 of the Criminal Code (Canada); but in all circumstances after taking into account and offsetting any incentive and rebate amounts paid such Lender to the CustomerBorrower). Notwithstanding The provisions of this Section 13.18(a) shall control over all other provisions of this Agreement, the foregoing Notes, and after giving effect to all adjustments contemplated therebythe other Credit Documents which may be in apparent conflict herewith. The parties further stipulate and agree that, if EFS receives an amount in excess of the maximum permitted by without limitation on the foregoing, then all calculations of the Customer rate or amount of interest contracted for, taken, reserved, charged or received under any of this Agreement, the Notes, and the other Credit Documents which are made for the purpose of determining whether such rate or amount exceed the Highest Lawful Rate shall be entitledmade, to the extent permitted by applicable law, by notice in writing to EFSamortizing, to obtain reimbursement from EFS in an amount equal to such excessprorating, allocating, and pending such reimbursement, such amount shall be deemed to be an amount payable by EFS to the Customer. Any amount or rate of interest referred to in the foregoing shall be determined in accordance with generally accepted accounting practices and principles as an effective annual rate of interest over the term of this Agreements on the assumption that any charges, fees or expenses that fall within the meaning of "interest" (as defined in the Criminal Code (Canada)) shall, if they relate to a specific period of time, be pro-rated over spreading during the period of timethe full stated term of the Indebtedness, and if longer and if permitted by applicable law, until payment in full, all interest at any time so contracted for, taken, reserved, charged, or received.

Usury Laws. If (a) It is the intention of the parties hereto that each Lender shall conform strictly to usury laws applicable to it. Accordingly, the parties hereto stipulate and agree that none of the terms and provisions contained in the Notes, this Agreement, or any provision of this Agreement would oblige the Customer other Credit Documents shall ever be construed to make create a contract to pay to any payment Lender for the use, forbearance, or detention of interest or other amount payable to EFS in an amount or calculated money at a rate prohibited in excess of the Highest Lawful Rate applicable to such Lender, and that for purposes hereof, "interest" shall include the aggregate of all charges or other consideration which constitute interest under applicable laws and are contracted for, taken, reserved, -132- 134 charged, or received under any of this Agreement, the Notes, or the other Credit Documents or otherwise in connection with the transactions contemplated by this Agreement. Further, if the transactions contemplated hereby would be usurious as to any Lender under laws applicable to it then, in that event, notwithstanding anything to the contrary in the Notes, this Agreement or in any other Credit Document or agreement entered into in connection with or as security for the Notes, it is agreed as follows: the aggregate of all consideration which constitutes interest under law applicable to each such Lender that is contracted for, taken, reserved, charged, or would result in a receipt received by EFS of interest at a criminal rate (as such terms are construed Lender under the Criminal Code (Canada))Notes, then notwithstanding such provisionthis Agreement, such amount or rate under any of the other aforesaid Credit Documents or agreements or otherwise in connection with the Notes shall be deemed to have been adjusted with retroactive effect to under no circumstances exceed the maximum amount or rate allowed by the law applicable to such Lender, and any excess shall be credited by such Lender on the principal amount of interestthe Indebtedness of the Borrower owed to such Lender (or, as if the case may be, as would not be so prohibited by law or so result principal amount of such Indebtedness shall have been paid in a receipt by EFS of interest at a criminal rate, such adjustment to be effectedfull, to the extent necessarysuch interest has been received by a Lender, as follows: (a) firstly, it shall be refunded by reducing the amount or rate of interest required to be paid to EFS under the Agreement; and (b) thereafter, by reducing any fees, commissions, premiums and other amounts required to be paid to EFS that would constitute interest for purposes of section 347 of the Criminal Code (Canada); but in all circumstances after taking into account and offsetting any incentive and rebate amounts paid such Lender to the CustomerBorrower). Notwithstanding The provisions of this Section 13.18(a) shall control over all other provisions of this Agreement, the foregoing Notes, and after giving effect to all adjustments contemplated therebythe other Credit Documents which may be in apparent conflict herewith. The parties further stipulate and agree that, if EFS receives an amount in excess of the maximum permitted by without limitation on the foregoing, then all calculations of the Customer rate or amount of interest contracted for, taken, reserved, charged or received under any of this Agreement, the Notes, and the other Credit Documents which are made for the purpose of determining whether such rate or amount exceed the Highest Lawful Rate shall be entitledmade, to the extent permitted by applicable law, by notice in writing to EFSamortizing, to obtain reimbursement from EFS in an amount equal to such excessprorating, allocting, and pending such reimbursement, such amount shall be deemed to be an amount payable by EFS to the Customer. Any amount or rate of interest referred to in the foregoing shall be determined in accordance with generally accepted accounting practices and principles as an effective annual rate of interest over the term of this Agreements on the assumption that any charges, fees or expenses that fall within the meaning of "interest" (as defined in the Criminal Code (Canada)) shall, if they relate to a specific period of time, be pro-rated over spreading during the period of timethe full stated term of the Indebtedness, and if longer and if permitted by applicable law, until payment in full, all interest at any time so contracted for, taken, reserved, charged, or received.

Usury Laws. If To the extent it may lawfully do so, the Company hereby agrees not to insist upon or plead or in any manner whatsoever claim, and will resist any and all efforts to be compelled to take the benefit or advantage of, usury laws wherever enacted, now or at any time hereafter in force, in connection with any action or proceeding that may be brought by the Holder in order to enforce any right or remedy under this Debenture or any other Transaction Document. Notwithstanding any provision to the contrary contained in any Transaction Document, it is expressly agreed and provided that the total liability of this Agreement would oblige the Customer to make Company under the Transaction Documents for payments in the nature of interest shall not exceed the maximum lawful rate authorized under applicable law (the “Maximum Rate”), and, without limiting the foregoing, in no event shall any payment rate of interest or default interest, or both of them, when aggregated with any other amount payable to EFS sums in an amount or calculated at a rate prohibited by law or would result in a receipt by EFS the nature of interest at a criminal rate (as such terms are construed that the Company may be obligated to pay under the Criminal Code (Canada)), then notwithstanding Transaction Documents exceed such provision, such amount or rate shall be deemed to have been adjusted with retroactive effect to Maximum Rate. It is agreed that if the maximum amount or rate of interest, as the case may be, as would not be so prohibited by law or so result in a receipt by EFS of interest at a criminal rate, such adjustment to be effected, to the extent necessary, as follows: (a) firstly, by reducing the amount or contract rate of interest required to be paid to EFS under the Agreement; allowed by law and (b) thereafter, by reducing any fees, commissions, premiums and other amounts required to be paid to EFS that would constitute interest for purposes of section 347 of the Criminal Code (Canada); but in all circumstances after taking into account and offsetting any incentive and rebate amounts paid applicable to the CustomerTransaction Documents is increased or decreased by statute or any official governmental action subsequent to the date hereof, the new maximum contract rate of interest allowed by law will be the Maximum Rate applicable to the Transaction Documents from the effective date thereof forward, unless such application is precluded by Applicable Law. Notwithstanding the foregoing and after giving effect to all adjustments contemplated therebyIf under any circumstances whatsoever, if EFS receives an amount interest in excess of the maximum permitted Maximum Rate is paid by the foregoingCompany to the Holder with respect to indebtedness evidenced by the Transaction Documents, then the Customer such excess shall be entitledapplied by the Holder to the unpaid principal amount of any such indebtedness or be refunded to the Company, by notice in writing to EFS, to obtain reimbursement from EFS in an amount equal to the manner of handling such excess, and pending such reimbursement, such amount shall be deemed excess to be an amount payable by EFS to at the CustomerHolder’s election. Any amount or rate of interest referred to in the foregoing shall be determined in accordance with generally accepted accounting practices and principles as an effective annual rate of interest over the term of this Agreements on the assumption that any charges, fees or expenses that fall within the meaning of "interest" ********************* (as defined in the Criminal Code (CanadaSignature Page Follows)) shall, if they relate to a specific period of time, be pro-rated over the period of time.

Usury Laws. If any provision of this Agreement would oblige The parties hereto intend to contract in strict compliance with applicable usury law from time to time in effect. In furtherance thereof, the Customer to make any payment of interest or other amount payable to EFS in an amount or calculated at a rate prohibited by law or would result in a receipt by EFS of interest at a criminal rate (as such terms are construed under the Criminal Code (Canada)), then notwithstanding such provision, such amount or rate shall be deemed to have been adjusted with retroactive effect to the maximum amount or rate of interest, as the case may be, as would not be so prohibited by law or so result in a receipt by EFS of interest at a criminal rate, such adjustment to be effected, to the extent necessary, as follows: (a) firstly, by reducing the amount or rate of interest required to be paid to EFS under the Agreement; parties hereto stipulate and (b) thereafter, by reducing any fees, commissions, premiums and other amounts required to be paid to EFS agree that would constitute interest for purposes of section 347 none of the Criminal Code (Canada); but terms and provisions contained in all circumstances after taking into account and offsetting this Mortgage or any incentive and rebate amounts paid other Loan Document shall ever be construed to create a contract to pay, for the Customer. Notwithstanding the foregoing and after giving effect to all adjustments contemplated therebyuse, if EFS receives an amount forbearance or detention of money, interest in excess of the maximum amount of interest permitted to be charged by applicable law from time to time in effect. Mortgagor, any present or future guarantor or any other person hereafter becoming liable for the foregoingpayment of the Obligations, shall ever be liable for unearned interest thereon or shall ever be required to pay interest thereon in excess of the maximum amount that may be lawfully charged under applicable law from time to time in effect, and the provisions of this paragraph shall control over all other provision of the Loan Documents which may be in conflict therewith. If any indebtedness or obligation owed by Mortgagor under the Loan Documents is prepaid or accelerated and as a result any amounts held to constitute interest are determined to be in excess of the legal maximum, or Mortgagee shall otherwise collect moneys which are determined to constitute interest which would otherwise increase the interest on all or any part of such obligations to an amounts in excess of that permitted to be charged by applicable law then in effect, then all such sums determined to constitute interest in excess of such legal limit shall, without penalty, be promptly applied to reduce the Customer then outstanding principal of the related indebtedness or obligations or, at Mortgagee's option returned to Mortgagor or the other payor thereof upon such determination. In determining whether or not any amount paid or payable, under any circumstance, exceeds the maximum amount permitted under applicable law, Mortgagee and Mortgagor shall be entitledto the greatest extent permitted under applicable law, by notice in writing to EFScharacterize any non-principal payment as an expense, to obtain reimbursement from EFS in an amount equal to such excessfee or premium rather than as interest, and pending such reimbursementamortize, such prorate, allocate and spread the total amount shall be deemed to be an amount payable by EFS to the Customer. Any amount or rate of interest referred to in throughout the foregoing shall be determined entire contemplated term of the Note in accordance with generally accepted accounting practices the amounts outstanding from time to time hereunder and principles as an effective annual rate the Maximum Rate from time to time in effect under applicable law in order to lawfully charge the maximum amount of interest over permitted under applicable law. If at any time the term of this Agreements on rate at which interest is payable hereunder exceeds the assumption that any chargesMaximum Rate, fees or expenses that fall within the meaning of "interest" (as defined in the Criminal Code (Canada)) shall, if they relate to a specific period of time, be pro-rated over the period of time.amount outstanding hereunder shall bear interest at the

Usury Laws. It is the intent of the Mortgagor and the Mortgagee to comply at all times with applicable usury laws. If at any provision of this Agreement time such laws would oblige the Customer to make render usurious any payment of interest or other amount payable to EFS in an amount or calculated at a rate prohibited by law or would result in a receipt by EFS of interest at a criminal rate (as such terms are construed amounts called for under the Criminal Code Notes or any of the Security Documents, then it is the Mortgagor's and the Mortgagee's express intention that such excess amount be immediately credited on the principal balance of the Notes (Canada)or, if the Notes have been fully paid, refunded by the Mortgagee to the Mortgagor and the Mortgagor shall accept such refund), and the provisions hereof and thereof be immediately deemed to be reformed to comply with the then notwithstanding applicable laws, without the necessity of the execution of any further documents, but so as to permit the recovery of the fullest amount otherwise called for hereunder and thereunder. Any such provisioncrediting or refund shall not cure or waive any default by the Mortgagor under the Notes or under the Security Documents. If, at any time following any such amount reduction in the interest rate payable by the Mortgagor, there remains unpaid any principal amounts under the Notes and the maximum interest rate permitted by applicable law is increased or eliminated, then the interest rate payable hereunder shall be deemed to have been adjusted with retroactive effect to the maximum amount or rate of interest, as the case may be, as would not be so prohibited by law or so result in a receipt by EFS of interest at a criminal rate, such adjustment to be effectedreadjusted, to the extent necessarypermitted by applicable law, as follows: (a) firstly, by reducing so that the total dollar amount or rate of interest required to payable hereunder shall be paid to EFS under the Agreement; and (b) thereafter, by reducing any fees, commissions, premiums and other amounts required to be paid to EFS that would constitute interest for purposes of section 347 of the Criminal Code (Canada); but in all circumstances after taking into account and offsetting any incentive and rebate amounts paid equal to the Customer. Notwithstanding dollar amount of interest which would have been paid by the foregoing and after Mortgagor without giving effect to all adjustments contemplated therebythe applicable usury laws theretofore in effect. The Mortgagor agrees, if EFS receives an amount however, that in excess determining whether or not any interest payable under the Notes or any of the maximum Security Documents exceeds the highest rate permitted by law, any non-principal payment (except payments specifically stated in the foregoingNotes or in any Security Document to be "interest"), then the Customer including, without limitation, prepayment fees and late charges, shall be entitled, by notice in writing to EFSdeemed, to obtain reimbursement from EFS in an amount equal to such excessthe extent permitted by law, and pending such reimbursement, such amount shall be deemed to be an amount payable by EFS to the Customer. Any amount expense, fee, premium, or rate of interest referred to in the foregoing shall be determined in accordance with generally accepted accounting practices and principles as an effective annual rate of interest over the term of this Agreements on the assumption that any charges, fees or expenses that fall within the meaning of "penalty rather than interest" (as defined in the Criminal Code (Canada)) shall, if they relate to a specific period of time, be pro-rated over the period of time.

Usury Laws. It is the intention of the parties to conform strictly to the usury laws, whether state or Federal, that are applicable to this Note. All agreements between the Borrower and the Lender, whether now existing or hereafter arising and whether oral or written, are hereby expressly limited so that in no contingency or event whatsoever, whether by acceleration of maturity hereof or otherwise, shall the amount paid or agreed to be paid to the Lender or the holder hereof, or collected by Lender or such holder, for the use, forbearance or detention of the money to be loaned hereunder or otherwise, or for the payment or performance of any covenant or obligation contained herein, or in any of the Loan Documents, exceed the maximum amount permissible under applicable Federal or State usury laws. If under any circumstances whatsoever fulfillment of any provision hereof or of this Agreement would oblige the Customer Loan Documents, at the time performance of such provision shall be due, shall involve exceeding the limit of validity prescribed by law, then the obligation to make be fulfilled shall be reduced to the limit of such validity; and if under any payment of interest circumstances the Lender or other amount payable to EFS in holder hereof shall ever receive an amount or calculated at a rate prohibited deemed interest by law or applicable law, which would result in a receipt by EFS of interest at a criminal rate (as such terms are construed under exceed the Criminal Code (Canada)), then notwithstanding such provisionhighest lawful rate, such amount that would be excessive interest under applicable usury laws shall be applied to the reduction of the principal amount owing hereunder or rate to other indebtedness secured by the Loan Documents and not to the payment of interest, or if such excessive interest exceeds the unpaid balance of principal and such other indebtedness, the excess shall be deemed to have been adjusted with retroactive effect a payment made by mistake and shall be refunded to the maximum amount Borrower or rate of interest, as the case may be, as would not be so prohibited by law to any other person making such payment on Borrower's behalf. All sums paid or so result in a receipt by EFS of interest at a criminal rate, such adjustment to be effected, to the extent necessary, as follows: (a) firstly, by reducing the amount or rate of interest required agreed to be paid to EFS under the Agreement; and (b) thereafterholder hereof for the use, by reducing any fees, commissions, premiums and other amounts required to be paid to EFS that would constitute interest for purposes of section 347 forbearance or detention of the Criminal Code (Canada); but in all circumstances after taking into account and offsetting any incentive and rebate amounts paid indebtedness of Borrower evidenced hereby, outstanding from time to time, shall to the Customer. Notwithstanding extent permitted by applicable law, and to the foregoing extent necessary to preclude exceeding the limit of validity prescribed by law, be amortized, pro-rated, allocated and after giving effect to all adjustments contemplated spread from the date of disbursement of the proceeds of this Note until payment in full of the Loan evidenced hereby, and thereby, if EFS receives an amount in excess of so that the maximum permitted by the foregoing, then the Customer shall be entitled, by notice in writing to EFS, to obtain reimbursement from EFS in an amount equal to such excess, and pending such reimbursement, such amount shall be deemed to be an amount payable by EFS to the Customer. Any amount or actual rate of interest referred to in the foregoing shall be determined in accordance with generally accepted accounting practices and principles as an effective annual rate on account of interest over such indebtedness is uniform throughout the term hereof and thereof. The terms and provisions of this Agreements on paragraph shall control and supersede every other provision of all agreements between Borrower, the assumption that any charges, fees or expenses that fall within Guarantor and the meaning of "interest" (as defined in the Criminal Code (Canada)) shall, if they relate to a specific period of time, be pro-rated over the period of timeLender.

Usury Laws. If Borrower, Bank and all other parties to the Loan Documents intend to conform to and contract in strict compliance with applicable usury law from time to time in effect. All agreements between Borrower and Bank (or any provision other party liable with respect to any Indebtedness under the Loan Documents) are hereby limited by the provisions of this Agreement would oblige Section which shall override and control all such agreements, whether now existing or hereafter arising. In no way, nor in any event or contingency (including but not limited to prepayment, default, demand for payment, or acceleration of the Customer to make maturity of any payment of interest or other amount payable to EFS in an amount or calculated at a rate prohibited by law or would result in a receipt by EFS of interest at a criminal rate (as such terms are construed under the Criminal Code (Canada)obligation), then notwithstanding such provisionshall the interest taken, such amount reserved, contracted for, charged, chargeable, or rate shall be deemed to have been adjusted with retroactive effect to received under this Agreement, the Note, any of the other Loan Documents, or otherwise, exceed the maximum amount permitted under applicable law (“Maximum Amount”). If, from any possible construction of any document, interest would otherwise be payable in excess of the Maximum Amount, any such construction shall be subject to the provisions of this Section and such document shall ipso facto be automatically reformed and the interest payable shall be automatically reduced to the Maximum Amount, without the necessity of execution of any amendment or rate new document. If Bank shall ever receive anything of value which is characterized as interest under applicable law and which would apart from this provision be in excess of the Maximum Amount, an amount equal to the amount which would have been excessive interest shall, without penalty, be applied to the reduction of the principal amount owing on the Indebtedness in the inverse order of its maturity and not to the payment of interest, or be refunded to Borrower or the other payor thereof, at the election of Bank in its sole discretion or as required by applicable law. The right to accelerate maturity of the case may beNote or any other Indebtedness does not include the right to accelerate any interest which has not otherwise accrued on the date of such acceleration, as would and does not be so prohibited by law intend to charge or so result receive any unearned interest in a receipt by EFS the event of acceleration. All interest at a criminal rate, such adjustment paid or agreed to be effectedpaid to Bank shall, to the extent necessarypermitted by applicable law, be amortized, prorated, allocated and spread throughout the full stated term (including any renewal or extension) of such Indebtedness so that the amount of interest on account of such Indebtedness does not exceed the Maximum Amount. As used in this Section, the term “applicable law” shall mean the laws of the State of Arizona or the federal laws of the United States applicable to this transaction, whichever laws allow the greater interest, as follows: (a) firstly, by reducing the amount such laws now exist or rate of interest required to may be paid to EFS under the Agreement; and (b) thereafter, by reducing any fees, commissions, premiums and other amounts required to be paid to EFS that would constitute interest for purposes of section 347 of the Criminal Code (Canada); but in all circumstances after taking changed or amended or come into account and offsetting any incentive and rebate amounts paid to the Customer. Notwithstanding the foregoing and after giving effect to all adjustments contemplated thereby, if EFS receives an amount in excess of the maximum permitted by the foregoing, then the Customer shall be entitled, by notice in writing to EFS, to obtain reimbursement from EFS in an amount equal to such excess, and pending such reimbursement, such amount shall be deemed to be an amount payable by EFS to the Customer. Any amount or rate of interest referred to in the foregoing shall be determined in accordance with generally accepted accounting practices and principles as an effective annual rate of interest over the term of this Agreements on the assumption that any charges, fees or expenses that fall within the meaning of "interest" (as defined in the Criminal Code (Canada)) shall, if they relate to a specific period of time, be pro-rated over the period of timefuture.

Usury Laws. This Note is intended to be performed in accordance with, and only to the extent permitted by, all applicable usury laws. If any provision hereof or the application thereof to any person or circumstance shall, for any reason and to any extent, be invalid or unenforceable, neither the application of such provision to any other person or circumstance nor the remainder of the instrument in which such provision is contained shall be affected thereby and shall be enforced to the greatest extent permitted by law. It is expressly stipulated and agreed to be the intent of the Holder hereof to at all times comply with the usury and other applicable laws now or hereafter governing the interest payable on the indebtedness evidenced by this Note. If the applicable law is ever revised, repealed or judicially interpreted so as to render usurious any amount called for under this Note, or contracted for, charged, taken, reserved or received with respect to the indebtedness evidenced by this Note, or if any prepayment by the Company results in the Company having paid any interest in excess of that permitted by law, then it is the express intent of the Company and the Holder that all excess amounts theretofore collected by the Holder be credited on the principal balance of the Note (or, if the Note has been paid in full, refunded to the Company), and the provisions of this Agreement would oblige the Customer to make any payment of interest or other amount payable to EFS in an amount or calculated at a rate prohibited by law or would result in a receipt by EFS of interest at a criminal rate (as such terms are construed under the Criminal Code (Canada)), then notwithstanding such provision, such amount or rate shall Note immediately be deemed reformed and the amounts thereafter collectable hereunder and thereunder reduced, without the necessity of the execution of any new document, so as to have been adjusted comply with retroactive effect the then applicable law, but so as to permit the recovery of the fullest amount otherwise called for hereunder or thereunder. All sums paid, or agreed to be paid, by the Company for the use, forbearance, detention, taking, charging, receiving or reserving of the indebtedness of the Company to the Holder under this Note shall, to the maximum 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 or rate of interest, as the case may be, as would not be so prohibited by law or so result in a receipt by EFS of interest at a criminal rate, on account of such adjustment indebtedness does not exceed the usury ceiling from time to be effected, to the extent necessary, as follows: (a) firstly, by reducing the amount or rate of interest required to be paid to EFS under the Agreement; time in effect and (b) thereafter, by reducing any fees, commissions, premiums and other amounts required to be paid to EFS that would constitute interest for purposes of section 347 of the Criminal Code (Canada); but in all circumstances after taking into account and offsetting any incentive and rebate amounts paid to the Customer. Notwithstanding the foregoing and after giving effect to all adjustments contemplated thereby, if EFS receives an amount in excess of the maximum permitted by the foregoing, then the Customer shall be entitled, by notice in writing to EFS, to obtain reimbursement from EFS in an amount equal applicable to such excess, and pending indebtedness for so long as such reimbursement, such amount shall be deemed to be an amount payable by EFS to the Customer. Any amount or rate of interest referred to in the foregoing shall be determined in accordance with generally accepted accounting practices and principles as an effective annual rate of interest over the term of this Agreements on the assumption that any charges, fees or expenses that fall within the meaning of "interest" (as defined in the Criminal Code (Canada)) shall, if they relate to a specific period of time, be pro-rated over the period of timeindebtedness is outstanding.