Common use of Maximum Interest Rate Clause in Contracts

Maximum Interest Rate. Regardless of any provisions contained in this Amendment or in any other Loan Documents, Lenders shall never be deemed to have contracted for or be entitled to receive, collect or apply as interest on the Notes or otherwise any amount in excess of the maximum rate of interest permitted to be charged by applicable law, and if Lenders ever receive, collect or apply as interest any such excess, or if acceleration of the maturity of the Notes or if any prepayment by Borrower results in Borrower having paid any interest in excess of the maximum rate, such amount which would be excessive interest shall be applied to the reduction of the unpaid principal balance of the Notes for which such excess was received, collected or applied, and, if the principal balances of Notes are paid in full, any remaining excess shall forthwith be paid to Borrower. All sums paid or agreed to be paid to Lenders for the use, forbearance or detention of the indebtedness evidenced by the Notes and/or the Credit Agreement, as amended by this Amendment, shall, to the extent permitted by applicable law, be amortized, prorated, allocated and spread throughout the full term of such indebtedness until payment in full so that the rate or amount of interest on account of such indebtedness does not exceed the maximum lawful rate permitted under applicable law. In determining whether or not the interest paid or payable under any specific contingency exceeds the maximum rate of interest permitted by law, Borrower and Lenders shall, to the maximum extent permitted under applicable law, (i) characterize any non-principal payment as an expense, fee or premium, rather than as interest; and (ii) exclude voluntary prepayments and the effect thereof; and (iii) compare the total amount of interest contracted for, charged or received with the total amount of interest which could be contracted for, charged or received throughout the entire contemplated term of the Notes at the maximum lawful rate under applicable law.

Maximum Interest Rate. Regardless of any provisions contained in this Amendment or (a) No interest rate specified in any other Loan DocumentsDocument shall at any time exceed the Maximum Rate. If at any time the interest rate (the "Contract Rate") for any Obligation shall exceed the Maximum Rate, Lenders thereby causing the interest accruing on such Obligation to be limited to the Maximum Rate, then any subsequent reduction in the Contract Rate for such Obligation shall never be deemed to have contracted for or be entitled to receive, collect or apply as interest on not reduce the Notes or otherwise any amount in excess of the maximum rate of interest permitted to be charged by applicable law, and on such Obligation below the Maximum Rate until the aggregate amount of interest accrued on such Obligation equals the aggregate amount of interest which would have accrued on such Obligation if Lenders ever receive, collect the Contract Rate for such Obligation had at all times been in effect. (b) No provision of any Loan Document shall require the payment or apply as interest any such excess, or if acceleration the collection of the maturity of the Notes or if any prepayment by Borrower results in Borrower having paid any interest in excess of the maximum rateamount permitted by applicable law. If any excess of interest in such respect is hereby provided for, or shall be adjudicated to be so provided, in any Loan Document or otherwise in connection with this loan transaction, the provisions of this Section shall govern and prevail and neither the Borrower nor the sureties, guarantors, successors, or assigns of the Borrower shall be obligated to pay the excess amount of such interest or any other excess sum paid for the use, forbearance, or detention of sums loaned pursuant hereto. In the event any Bank ever receives, collects, or applies as interest any such sum, such amount which would be excessive interest in excess of the maximum amount permitted by applicable law shall be applied to the as a payment and reduction of the unpaid principal balance of the Notes for which such excess was received, collected or applied, Obligations; and, if the principal balances of Notes are the Obligations has been paid in full, any remaining excess shall forthwith be paid to the Borrower. All sums paid or agreed to be paid to Lenders for the use, forbearance or detention of the indebtedness evidenced by the Notes and/or the Credit Agreement, as amended by this Amendment, shall, to the extent permitted by applicable law, be amortized, prorated, allocated and spread throughout the full term of such indebtedness until payment in full so that the rate or amount of interest on account of such indebtedness does not exceed the maximum lawful rate permitted under applicable law. In determining whether or not the interest paid or payable under any specific contingency exceeds the maximum rate of interest permitted by lawMaximum Rate, the Borrower and Lenders each Bank shall, to the maximum extent permitted under by applicable law, (ia) characterize any non-principal payment as an expense, fee fee, or premium, premium rather than as interest; and , (iib) exclude voluntary prepayments and the effect effects thereof; , and (iiic) compare amortize, prorate, allocate, and spread in equal or unequal parts the total amount of interest contracted for, charged or received with the total amount of interest which could be contracted for, charged or received throughout the entire contemplated term of the Notes at Obligations so that interest for the maximum lawful rate under applicable lawentire term does not exceed the Maximum Rate.

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

Maximum Interest Rate. Regardless It is the intention of the parties hereto to comply with the usury laws of the State of Texas and the United States; accordingly, it is agreed that notwithstanding any provisions contained provision to the contrary in this Amendment the Notes, or in any other Loan Documents, Lenders shall never be deemed to have contracted for or be entitled to receive, collect or apply as interest on of the Notes documents securing payment hereof or otherwise any amount in excess relating hereto, no such provision shall require the payment or permit the collection of the maximum rate of interest permitted to be charged by applicable law, and if Lenders ever receive, collect or apply as interest any such excess, or if acceleration of the maturity of the Notes or if any prepayment by Borrower results in Borrower having paid any interest in excess of the maximum ratepermitted by applicable state or Federal law. If any excess of interest in such respect is provided for, such amount which would be excessive interest or shall be applied adjudicated to be so provided for, in the reduction Notes or in any of the unpaid principal balance of documents securing payment hereof or otherwise relating hereto, or in the Notes for which such excess was received, collected or applied, and, if event the principal balances of Notes are paid in full, any remaining excess shall forthwith be paid to Borrower. All sums paid or agreed to be paid to Lenders for the use, forbearance or detention maturity of the indebtedness evidenced by the Notes and/or is accelerated in whole or in part, or in the Credit Agreementevent that all or part of the principal or interest of the Notes shall be prepaid, as amended by this Amendment, shall, to the extent permitted by applicable law, be amortized, prorated, allocated and spread throughout the full term so that under any of such indebtedness until payment in full so that circumstances the rate or amount of interest on account of such indebtedness does not exceed the maximum lawful rate permitted under applicable law. In determining whether or not the interest paid or payable under any specific contingency exceeds the maximum rate of interest permitted by law, Borrower and Lenders shall, to the maximum extent permitted under applicable law, (i) characterize any non-principal payment as an expense, fee or premium, rather than as interest; and (ii) exclude voluntary prepayments and the effect thereof; and (iii) compare the total amount of interest contracted for, charged or received with under the total Notes or under any of the instruments securing payment hereof or otherwise relating hereto, on the amount of principal actually outstanding from time to time under the Notes shall exceed the maximum amount of interest permitted by the usury laws of the State of Texas and the United States, then, in any such event, (i) the provisions of this paragraph shall govern and control, (ii) neither Borrower nor its heirs, legal representatives or assigns or any other party liable for the payment hereof shall be obligated to pay the amount of such interest to the extent that it is in excess of the maximum amount permitted by applicable state or Federal law, (iii) any such excess which could may have been collected shall be, at the holder's option (at maturity or in the Event of Default hereunder), either applied as a credit against the then unpaid principal amount hereof or refunded to Borrower, and (iv) the effective rate of interest shall be automatically subject to reduction to the maximum lawful contract rate allowed under the usury laws of the State of Texas or the United States as now or hereafter construed by the courts having jurisdiction. It is further agreed that without limitation of the foregoing, all calculations of the rate of interest contracted for, charged or received throughout the entire contemplated term of under the Notes at or under such other documents which are made for the purpose of determining whether such rate exceeds the maximum lawful rate under applicable lawof interest, shall be made, to the extent permitted by the laws of the State of Texas and the United States, by amortizing, prorating, allocating and spreading in equal parts during the period of the full stated term of the Loans, all interest at any time contracted for, charged or received from Borrower or otherwise by the holder of the Notes in connection with such Loans.

Maximum Interest Rate. Regardless of any provisions contained in this Amendment or (a) No interest rate specified in any other Loan DocumentsDocument shall at any time exceed the Maximum Rate. If at any time the interest rate (the "Contract Rate") for any Obligation shall exceed the Maximum Rate, Lenders thereby causing the interest accruing on such Obligation to be limited to the Maximum Rate, then any subsequent reduction in the Contract Rate for such Obligation shall never be deemed to have contracted for or be entitled to receive, collect or apply as interest on not reduce the Notes or otherwise any amount in excess of the maximum rate of interest permitted to be charged by applicable law, and on such Obligation below the Maximum Rate until the aggregate amount of interest accrued on such Obligation equals the aggregate amount of interest which would have accrued on such Obligation if Lenders ever receive, collect the Contract Rate for such Obligation had at all times been in effect. (b) No provision of any Loan Document shall require the payment or apply as interest any such excess, or if acceleration the collection of the maturity of the Notes or if any prepayment by Borrower results in Borrower having paid any interest in excess of the maximum rateamount permitted by applicable law. If any excess of interest in such respect is hereby provided for, or shall be adjudicated to be so provided, in any Loan Document or otherwise in connection with this loan transaction, the provisions of this Section shall govern and prevail and neither the Borrower nor the sureties, guarantors, successors, or assigns of the Borrower shall be obligated to pay the excess amount of such interest or any other excess sum paid for the use, forbearance, or detention of sums loaned pursuant hereto. In the event any Bank ever receives, collects, or applies as interest any such sum, such amount which would be excessive interest in excess of the maximum amount permitted by applicable law shall be applied to the as a payment and reduction of the unpaid principal balance of the Notes for which such excess was received, collected or appliedObligations, and, if the principal balances of Notes are the Obligations has been paid in full, any remaining excess shall forthwith be paid to the Borrower. All sums paid or agreed to be paid to Lenders for the use, forbearance or detention of the indebtedness evidenced by the Notes and/or the Credit Agreement, as amended by this Amendment, shall, to the extent permitted by applicable law, be amortized, prorated, allocated and spread throughout the full term of such indebtedness until payment in full so that the rate or amount of interest on account of such indebtedness does not exceed the maximum lawful rate permitted under applicable law. In determining whether or not the interest paid or payable under any specific contingency exceeds the maximum rate of interest permitted by lawMaximum Rate, the Borrower and Lenders each Bank shall, to the maximum extent permitted under by applicable law, (ia) characterize any non-principal payment as an expense, fee fee, or premium, premium rather than as interest; and , (iib) exclude voluntary prepayments and the effect effects thereof; , and (iiic) compare amortize, prorate, allocate, and spread in equal or unequal parts the total amount of interest contracted for, charged or received with the total amount of interest which could be contracted for, charged or received throughout the entire contemplated term of the Notes at Obligations so that interest for the maximum lawful rate under applicable lawentire term does not exceed the Maximum Rate.

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

Maximum Interest Rate. Regardless of any provisions contained in this Amendment or in any other Loan Documents, Lenders shall never be deemed to have contracted for or be entitled to receive, collect or apply as interest on It is the Notes or otherwise any amount in excess intention of the maximum rate of parties to conform strictly to the usury and other laws relating to interest permitted from time to be charged by applicable lawtime in force, and if Lenders ever receivethis Mortgage Note is hereby expressly limited so that in no contingency or event whatsoever, collect or apply as interest any such excess, or if whether by acceleration of maturity hereof or otherwise, shall the maturity of the Notes amount paid or if any prepayment by Borrower results in Borrower having paid any interest in excess of the maximum rate, such amount which would be excessive interest shall be applied agreed to the reduction of the unpaid principal balance of the Notes for which such excess was received, collected or applied, and, if the principal balances of Notes are paid in full, any remaining excess shall forthwith be paid to BorrowerLender, or collected by Lender or 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, exceed the maximum amount permissible under applicable usury or other laws of similar import (the "Maximum Amount"). All If under any circumstances whatsoever fulfillment of any provision hereof at the time performance of such provision shall be due, shall involve transcending the Maximum Amount, then ipso facto, the obligation to be fulfilled shall be reduced to the Maximum Amount. For the purposes of calculating the actual amount of interest paid and/or payable hereunder, in respect of laws pertaining to usury or laws of similar import, all sums paid or agreed to be paid to Lenders the holder hereof for the use, forbearance or detention of the indebtedness of Borrower evidenced by the Notes and/or the Credit Agreementhereby, as amended by this Amendment, outstanding from time to time shall, to the extent permitted by applicable law, be amortized, prorated, allocated and spread throughout from the full term date of such indebtedness disbursement of the proceeds of this Mortgage Note, until payment in full of all of such indebtedness, so that the actual rate or amount of interest on account of such indebtedness does not exceed is uniform through the maximum lawful rate permitted under applicable lawterm hereof. In determining whether or not Subject to the interest paid or payable under any specific contingency exceeds terms of Paragraph 14 hereof, the maximum rate terms and provisions of interest permitted by law, this Paragraph 11 and Paragraph 12 hereof shall control and supersede every other provision of all agreements between Borrower and Lenders shall, to the maximum extent permitted under applicable law, (i) characterize any non-principal payment as an expense, fee or premium, rather than as interest; and (ii) exclude voluntary prepayments and the effect thereof; and (iii) compare the total amount of interest contracted for, charged or received with the total amount of interest which could be contracted for, charged or received throughout the entire contemplated term of the Notes at the maximum lawful rate under applicable lawLender.

Maximum Interest Rate. Regardless of any provisions contained in this Amendment Agreement or in any other Loan Documentsdocuments and instruments referred to herein, the Lenders shall never be deemed to have contracted for or be entitled to receive, collect or apply as interest on the Notes or otherwise any amount in excess of the maximum rate of interest permitted to be charged by applicable lawMaximum Rate, and if in the event Lenders ever receivereceives, collect collects or apply applies as interest any such excess, or of if an acceleration of the maturity of the Notes or if any prepayment by Borrower results in Borrower having paid any interest in excess of the maximum rateMaximum Rate, such amount which would be excessive interest shall be applied to the reduction of the unpaid principal balance of the Notes for which such excess was received, collected or applied, and, if the principal balances balance of the Notes are paid in full, any remaining excess shall forthwith be paid to Borrower. All sums paid or agreed to be paid to the Lenders for the use, forbearance or detention of the indebtedness evidenced by the Notes and/or the Credit Agreement, as amended by this Amendment, Agreement shall, to the extent permitted by applicable law, be amortized, prorated, allocated and spread throughout the full term of such indebtedness until payment in full so that the rate or amount of interest on account of such indebtedness does not exceed the maximum lawful rate permitted under applicable lawMaximum Rate. In determining whether or not the interest paid or payable under any specific contingency exceeds the maximum rate Maximum Rate of interest permitted by law, Borrower and the Lenders shall, to the maximum extent permitted under applicable law, (i) characterize any non-principal payment as an expense, fee or premium, rather than as interest; and (ii) exclude voluntary prepayments and the effect thereof; and (iii) compare the total amount of interest contracted for, charged or received with the total amount of interest which could be contracted for, charged or received throughout the entire contemplated term of the Notes at the maximum lawful rate under applicable lawMaximum Rate.

Maximum Interest Rate. Regardless No provision of any provisions contained in this Amendment Agreement or in any other Loan Documents, Lenders Document shall never be deemed to have contracted for require the payment or be entitled to receive, collect or apply as interest on the Notes or otherwise any amount in excess collection of the maximum rate of interest permitted to be charged by applicable law, and if Lenders ever receive, collect or apply as interest any such excess, or if acceleration of the maturity of the Notes or if any prepayment by Borrower results in Borrower having paid any interest in excess of the maximum rateMaximum Lawful Rate. If any excess of interest in such respect is hereby provided for, or shall be adjudicated to be so provided, in any Loan Document or otherwise in connection with this loan transaction, the provisions of this Section shall govern and prevail and neither the Borrower nor the sureties, guarantors, successors, or assigns of the Borrower shall be obligated to pay the excess amount of such interest or any other excess sum paid for the use, forbearance, or detention of sums loaned pursuant hereto. In the event the Lender ever receives, collects, or applies as interest any such sum, such amount which would be excessive interest in excess of the Maximum Lawful Rate shall be applied to the as a payment and reduction of the unpaid principal balance of the Notes for which such excess was receivedindebtedness evidenced by the Notes, collected or applied, as determined by the Lender; and, if the principal balances of the Notes are have been paid in full, any remaining excess shall forthwith be paid to the Borrower. All sums paid or agreed to be paid to Lenders for the use, forbearance or detention of the indebtedness evidenced by the Notes and/or the Credit Agreement, as amended by this Amendment, shall, to the extent permitted by applicable law, be amortized, prorated, allocated and spread throughout the full term of such indebtedness until payment in full so that the rate or amount of interest on account of such indebtedness does not exceed the maximum lawful rate permitted under applicable law. In determining whether or not the interest paid or payable under any specific contingency exceeds the maximum rate of interest permitted by lawMaximum Lawful Rate, the Borrower and Lenders the Lender shall, to the maximum extent permitted under by applicable law, (ia) characterize any non-principal payment as an expense, fee fee, or premium, premium rather than as interest; and , (iib) exclude voluntary prepayments and the effect effects thereof; , and (iiic) compare amortize, prorate, allocate, and spread in equal or unequal parts the total amount of interest contracted for, charged or received with the total amount of interest which could be contracted for, charged or received throughout the entire contemplated term of the indebtedness evidenced by the Notes at so that interest for the maximum lawful rate under applicable lawentire term does not exceed the Maximum Lawful Rate.

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

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

Maximum Interest Rate. Regardless It is the intention of the Parties to strictly comply with applicable usury Laws, if any; accordingly, it is agreed that notwithstanding any provisions contained in this Amendment or to the contrary in any other Loan DocumentsDocument, Lenders in no event shall never be deemed to have contracted for any Loan Document permit or be entitled to receiverequire the payment, collect taking, reserving, receiving collection or apply as interest on the Notes or otherwise any amount in excess charging of the maximum rate of interest permitted to be charged by applicable law, and if Lenders ever receive, collect or apply as interest any such excess, or if acceleration of the maturity of the Notes or if any prepayment by Borrower results in Borrower having paid any interest in excess of the maximum rateHighest Lawful Rate. If any such excess of interest is called for, contracted for, charged, taken, reserved or received under any Loan Document (or in any communication by Lender or any other Person to Borrowers or Guarantor) or if all or a part of the principal or interest thereof is accelerated, prepaid or repaid, so that under any of such circumstances (or any other circumstances) the amount which would be excessive of interest contracted for, charged, taken, reserved or received under any Loan Document on the amount of principal actually outstanding from time to time thereunder shall exceed the Highest Lawful Rate, then in any such event (a) the provisions of this Section 9.8 shall govern and control, (b) no Person now or hereafter liable for the payment of the Obligation shall be applied obligated to pay the amount of such interest to the reduction extent that it is in excess of the Highest Lawful Rate, (c) any such excess which is or has been collected or received notwithstanding this paragraph shall be credited against the then unpaid principal balance of the Notes for which such excess was received, collected or applied, andObligation or, if the principal balances Obligation has been or would be repaid in full by that credit, refunded to the Person paying the excess, and (d) the provisions of Notes the applicable Loan Documents, and any communication to Borrowers or Guarantor, shall immediately be deemed reformed and the excess interest reduced, without the necessity of executing any other document, to the Highest Lawful Rate under the applicable usury Laws as now or hereafter construed by the courts having jurisdiction thereof. Without limiting the foregoing, all calculations of the rate of interest contracted for, charged, collected, taken, reserved or received in connection with the Loan Documents which are paid in full, any remaining excess shall forthwith be paid to Borrower. All sums paid or agreed to be paid to Lenders made for the use, forbearance or detention purpose of determining whether that rate exceeds the indebtedness evidenced by the Notes and/or the Credit Agreement, as amended by this Amendment, shall, Highest Lawful Rate shall be made to the extent permitted by applicable lawLaws by amortizing, be amortizedprorating, prorated, allocated allocating and spread throughout spreading during the period of the full term of such indebtedness until payment in full so that the rate or amount of Loan, including all prior and subsequent renewals and extensions, all interest on account of such indebtedness does not exceed the maximum lawful rate permitted under applicable law. In determining whether or not the interest paid or payable under at any specific contingency exceeds the maximum rate of interest permitted by law, Borrower and Lenders shall, to the maximum extent permitted under applicable law, (i) characterize any non-principal payment as an expense, fee or premium, rather than as interest; and (ii) exclude voluntary prepayments and the effect thereof; and (iii) compare the total amount of interest time contracted for, charged charged, taken collected, reserved or received with received. The terms of this paragraph shall be deemed to be incorporated in every Loan Document and communication relating thereto. To the total amount of extent the interest which could be contracted for, charged or received throughout the entire contemplated term rate Laws of the Notes State of Texas are applicable to the Loan Documents for purposes of determining the “Highest Lawful Rate,” the applicable interest rate ceiling is the weekly ceiling (formerly the indicated rate ceiling) determined in accordance with Texas Revised Civil Statutes, Title 79, Article 5069-1D.003 (also codified at Texas Finance Code, Section 303.301, and formerly Texas Revised Civil Statutes, Article 5069-1.01), as amended. To the maximum lawful extent the Loan Documents are an open end account as defined in Texas Revised Civil Statutes, Title 79, Article 5069-1B.002(14) (also codified at Texas Finance Code, Section 301.001(3), and formerly Texas Revised Civil Statutes, Article 5069-1.01 (f)), as amended, the Lender retains the right to modify the interest rate under in accordance with applicable lawLaw. Borrowers, Guarantor and Lender agree that Texas Finance Code, Chapter 346 (formerly Texas Revised Civil Statutes, Title 79, Chapter 150, which regulates certain revolving loan accounts and revolving tri-party accounts, shall not govern or in any manner apply to the Loan Documents or the Obligation.

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

Maximum Interest Rate. Regardless of any provisions contained in this Amendment or (a) No interest rate specified in any other Loan DocumentsDocument shall at any time exceed the Maximum Rate. If at any time the interest rate (the "Contract -------- Rate") for any Obligation shall exceed the Maximum Rate, Lenders thereby causing ---- the interest accruing on such Obligation to be limited to the Maximum Rate, then any subsequent reduction in the Contract Rate for such Obligation shall never be deemed to have contracted for or be entitled to receive, collect or apply as interest on not reduce the Notes or otherwise any amount in excess of the maximum rate of interest permitted to be charged by applicable law, and on such Obligation below the Maximum Rate until the aggregate amount of interest accrued on such Obligation equals the aggregate amount of interest which would have accrued on such Obligation if Lenders ever receive, collect the Contract Rate for such Obligation had at all times been in effect. (b) No provision of any Loan Document shall require the payment or apply as interest any such excess, or if acceleration the collection of the maturity of the Notes or if any prepayment by Borrower results in Borrower having paid any interest in excess of the maximum rateamount permitted by applicable law. If any excess of interest in such respect is hereby provided for, or shall be adjudicated to be so provided, in any Loan Document or otherwise in connection with this loan transaction, the provisions of this Section shall govern and prevail and neither Borrower nor the sureties, guarantors, successors, or assigns of Borrower shall be obligated to pay the excess amount of such interest or any other excess sum paid for the use, forbearance, or detention of sums loaned pursuant hereto. In the event any Lender ever receives, collects, or applies as interest any such sum, such amount which would be excessive interest in excess of the maximum amount permitted by applicable law shall be applied to the as a payment and reduction of the unpaid principal balance of the Notes for which such excess was received, collected or applied, Obligations; and, if the principal balances of Notes are the Obligations has been paid in full, any remaining excess shall forthwith be paid to Borrower. All sums In determining whether or not the interest paid or agreed to be paid to Lenders for payable exceeds the useMaximum Rate, forbearance or detention of the indebtedness evidenced by the Notes and/or the Credit Agreement, as amended by this Amendment, Borrower and each Lender shall, to the extent permitted by applicable law, be amortized, prorated, allocated and spread throughout the full term of such indebtedness until payment in full so that the rate or amount of interest on account of such indebtedness does not exceed the maximum lawful rate permitted under applicable law. In determining whether or not the interest paid or payable under any specific contingency exceeds the maximum rate of interest permitted by law, Borrower and Lenders shall, to the maximum extent permitted under applicable law, (ia) characterize any non-principal payment as an expense, fee fee, or premium, premium rather than as interest; and , (iib) exclude voluntary prepayments and the effect effects thereof; , and (iiic) compare amortize, prorate, allocate, and spread in equal or unequal parts the total amount of interest contracted for, charged or received with the total amount of interest which could be contracted for, charged or received throughout the entire contemplated term of the Notes at Obligations so that interest for the maximum lawful rate under applicable lawentire term does not exceed the Maximum Rate.

Maximum Interest Rate. Regardless of any provisions (a) Notwithstanding anything to the contrary contained in this Amendment or in any other Loan DocumentsAgreement, Borrower shall not be obligated to pay, and Lenders shall never be deemed to have contracted for or not be entitled to charge, collect, receive, collect reserve, or apply take, interest (it being understood that “interest” shall be calculated as the aggregate of all charges which constitute interest under applicable law that are contracted for, charged, reserved, received, or paid) in excess of the Highest Lawful Rate. During any period of time in which the interest rates specified herein exceed the Highest Lawful Rate, interest shall accrue and be payable at such maximum rate; provided that, if the interest rates decline below the Highest Lawful Rate, interest shall continue to accrue and be payable at the Highest Lawful Rate (so long as there remains any unpaid principal with respect to the Advances) until the interest that has been paid equals the amount of interest that would have been paid if interest had at all times accrued and been payable at the applicable interest rates specified in this Agreement. (b) If, for any reason, Lenders receive anything of value as interest on or anything deemed interest by applicable law under this Agreement or any of the Notes other Loan Documents or otherwise any that results in Lenders receiving interest in an amount in excess of the maximum rate Highest Lawful Rate, the amount of interest permitted to be charged by applicable law, and if Lenders ever receive, collect or apply as interest any such excess, or if acceleration of the maturity of the Notes or if any prepayment by Borrower results in Borrower having paid any interest in excess of the maximum rate, such amount which would be excessive interest shall be applied to the reduction of the principal amount owing hereunder or on account of any other Indebtedness of Borrower owing to Lenders, and not to the payment of interest. If the amount of such excess exceeds the unpaid principal balance of the Notes for which all Indebtedness of Borrower owing to Lenders, such excess was received, collected or applied, and, if the principal balances of Notes are paid in full, any remaining excess amount shall forthwith be paid refunded to Borrower. All sums paid or agreed to be paid to Lenders for the use, forbearance or detention of the indebtedness evidenced by the Notes and/or the Credit Agreement, as amended by this Amendment, shall, to the extent permitted by applicable law, be amortized, prorated, allocated and spread throughout the full term of such indebtedness until payment in full so that the rate or amount of interest on account of such indebtedness does not exceed the maximum lawful rate permitted under applicable law. . (c) In determining whether or not the interest paid or payable under with respect to any specific contingency Indebtedness of Borrower owing to Lenders exceeds the maximum rate of interest permitted by lawHighest Lawful Rate, Borrower and Lenders shall, to the maximum extent permitted under by applicable law, : (iA) characterize any non-principal payment as an expense, fee fee, or premium, premium rather than as interest; and (iiB) exclude voluntary prepayments and the effect effects thereof; (C) amortize, prorate, allocate, and (iii) compare spread the total amount of interest contracted forthroughout the actual term of such Indebtedness so that it does not exceed the maximum amount permitted by applicable law; or (D) allocate interest between portions of such Indebtedness so that, charged or received with to the total amount greatest extent possible, no such portion shall bear interest at a rate greater than the Highest Lawful Rate. (d) For purposes of this Section 2.13, the term “applicable law” means the internal laws of the State of Arizona, provided that, to the extent, contrary to the express intent of the parties, Arizona law is found to be inapplicable to this Agreement, then “applicable law” also means that law in effect from time to time and applicable to this loan transaction which lawfully permits the charging and collection of the highest permissible, lawful, non-usurious rate of interest which could be contracted foron such loan transaction and this Agreement, charged or received throughout and, to the entire contemplated term extent controlling, laws of the Notes at the maximum lawful rate under applicable lawUnited States of America.

Maximum Interest Rate. Regardless No provision of any provisions contained in this Amendment Agreement or in of any other Loan Documents, Lenders Document shall never be deemed to have contracted for require the payment or be entitled to receive, collect or apply as interest on the Notes or otherwise any amount in excess collection of the maximum rate of interest permitted to be charged by applicable law, and if Lenders ever receive, collect or apply as interest any such excess, or if acceleration of the maturity of the Notes or if any prepayment by Borrower results in Borrower having paid any interest in excess of the maximum ratepermitted by applicable law. If any excess of interest in such respect is hereby provided for, or shall be adjudicated to be so provided, in any Loan Document or otherwise in connection with this loan transaction, the provisions of this Section 10.13 shall govern and prevail and neither of the Companies nor the sureties, guarantors, successors, or assigns of any of the Companies shall be obligated to pay the excess amount of such interest or any other excess sum paid for the use, forbearance, or detention of sums loaned pursuant hereto. In the event any Lender ever receives, collects, or applies as interest any such sum, such amount which would be excessive interest in excess of the maximum amount permitted by applicable law shall be applied to the as a payment and reduction of the unpaid principal balance of the Notes for which such excess was received, collected or applied, indebtedness evidenced by the Notes; and, if the principal balances of the Notes are has been paid in full, any remaining excess shall forthwith be paid to Borrower. All sums paid or agreed to be paid to Lenders for the use, forbearance or detention of the indebtedness evidenced by the Notes and/or the Credit Agreement, as amended by this Amendment, shall, to the extent permitted by applicable law, be amortized, prorated, allocated and spread throughout the full term of such indebtedness until payment in full so that the rate or amount of interest on account of such indebtedness does not exceed the maximum lawful rate permitted under applicable lawBorrowers. In determining whether or not the interest paid or payable under any specific contingency exceeds the maximum rate of interest permitted by lawMaximum Rate, Borrower the Borrowers and Lenders each Lender shall, to the maximum extent permitted under by applicable law, (i) characterize any non-principal nonprincipal payment as an expense, fee fee, or premium, premium rather than as interest; and , (ii) exclude voluntary prepayments and the effect effects thereof; , and (iii) compare amortize, prorate, allocate, and spread in equal or unequal parts the total amount of interest contracted for, charged or received with the total amount of interest which could be contracted for, charged or received throughout the entire contemplated term of the indebtedness evidenced by the Notes at so that interest for the maximum lawful rate entire term does not exceed the Maximum Rate. Without limiting the generality of the foregoing, if and to the extent necessary to ensure compliance with this Section 10.13, what would otherwise be the joint and several liability of a Borrower with respect to any Advances and any Notes shall instead be deemed to be the liability of such Borrower as a guarantor of payment of such Advances and not as a co-borrower of such Advances or as a co-maker of such Notes. In furtherance of the foregoing, each Borrower hereby irrevocable and unconditionally guarantees to the Administrative Agent and the Lenders the punctual payment and performance of the obligations of each other Borrower under applicable lawthe Loan Documents, including without limitations the timely payment of the Obligations.

Maximum Interest Rate. Regardless (a) In the event that any provision of this Agreement would oblige a Borrower to make any provisions contained in this Amendment payment of interest or in any other Loan Documentspayment which is construed by a court of competent jurisdiction to be interest in an amount or calculated at a rate which would be prohibited by applicable law, Lenders regulation, order, rule or direction (a "Usury Restraint") which prohibits or restricts the charging, receipt or retention of interest or other amounts at the rates and amounts set forth herein (the "Stated Rate") in excess (the "Excess") of the maximum rates or amount (the "Maximum Rate") stipulated in the Usury Restraint, then notwithstanding such provision, such amount or rate shall never be deemed to have contracted been adjusted nunc pro tunc to the Maximum Rate, such adjustment to be effected, to the extent necessary, as follows: (i) firstly, by reducing the amount or rate of interest required to be paid under Section 5.01 of this Agreement; and (ii) thereafter, by reducing any fees, commissions, premiums and other amounts which would constitute interest for the purposes of such Usury Restraint; (b) If, notwithstanding the provisions of clause (a) of this Section and after giving effect to all adjustments contemplated thereby, the Agents, the Lenders, or be entitled to receiveany of them, collect or apply as interest on the Notes or otherwise any shall have received an amount in excess of the maximum rate of interest permitted to be charged by applicable lawMaximum Rate, and if Lenders ever receive, collect or apply as interest any then such excess, or if acceleration of the maturity of the Notes or if any prepayment by Borrower results in Borrower having paid any interest in excess of the maximum rate, such amount which would be excessive interest Excess shall be applied by the Administrative Agent (on behalf of the Lenders) rateably in accordance with the Lenders' respective Commitments, to the reduction of the unpaid principal balance of the Notes for which such excess was received, collected or applied, and, if the principal balances of Notes are paid in full, any remaining excess shall forthwith be paid to Borrower. All sums paid or agreed to be paid to Lenders for the use, forbearance or detention of the indebtedness evidenced by the Notes and/or the Credit Agreement, as amended by this Amendment, shall, Outstanding Borrowings and not to the extent permitted by applicable law, be amortized, prorated, allocated and spread throughout the full term of such indebtedness until payment in full so that the rate or amount of interest on account of or if such indebtedness does not exceed excessive interest exceeds such principal balance, such Excess shall be refunded to the maximum lawful rate permitted under applicable law. In determining whether Borrowers; and (c) Any amount or not the interest paid or payable under any specific contingency exceeds the maximum rate of interest permitted by lawreferred to in this Section shall be determined in accordance with generally accepted actuarial practices and principles at an effective annual rate of interest over the term of this Agreement on the assumption that any charges, Borrower and Lenders fees or expenses that fall within the meaning of "interest" (as defined in Usury Restraint) shall, if they relate to a specific period of time, be prorated over that period of time and otherwise be prorated over the maximum extent permitted under applicable lawterms of this Agreement and, (i) characterize any non-principal payment as an expensein the event of dispute, fee or premium, rather than as interest; and (ii) exclude voluntary prepayments and the effect thereof; and (iii) compare the total amount a certificate of interest contracted for, charged or received with the total amount of interest which could be contracted for, charged or received throughout the entire contemplated term a Fellow of the Notes at Canadian Institute of Actuaries appointed by the maximum lawful rate under applicable lawAdministrative Agent (on behalf of the Lenders) shall be conclusive for the purposes of such determination.

Maximum Interest Rate. Regardless of any provisions contained in this Amendment Agreement or in any other Loan Documentsdocuments and instruments referred to herein, the Lenders shall never be deemed to have contracted for or be entitled to receive, collect or apply as interest on the Notes or otherwise any amount in excess of the maximum rate of interest permitted to be charged by applicable lawMaximum Rate, and if Lenders in the event any Lender ever receivereceives, collect collects or apply applies as interest any such excess, or if an acceleration of the maturity maturities of the any Notes or if any prepayment by the Borrower results in the Borrower having paid any interest in excess of the maximum rateMaximum Rate, such amount which would be excessive interest shall be applied to the reduction of the unpaid principal balance of the Notes for which such excess was received, collected or applied, and, if the principal balances balance of Notes are such Note is paid in full, any remaining excess shall forthwith be paid to the Borrower. All sums paid or agreed to be paid to the Lenders for the use, forbearance or detention of the indebtedness evidenced by the Notes and/or the Credit Agreement, as amended by this Amendment, Agreement shall, to the extent permitted by applicable law, be amortized, prorated, allocated and spread throughout the full term of such indebtedness until payment in full so that the rate or amount of interest on account of such indebtedness does not exceed the maximum lawful rate permitted under applicable lawMaximum Rate. In determining whether or not the interest paid or payable under any specific contingency exceeds the maximum rate Maximum Rate of interest permitted by law, the Borrower and the Lenders shall, to the maximum extent permitted under applicable law, (i) characterize any non-principal payment as an expense, fee or premium, rather than as interest; and (ii) exclude voluntary prepayments and the effect thereof; and (iii) compare the total amount of interest contracted for, charged or received with the total amount of interest which could be contracted for, charged or received throughout the entire contemplated term of the Notes Note at the maximum lawful rate under applicable lawMaximum Rate.

Maximum Interest Rate. Regardless of any provisions contained in this Amendment Agreement or in any other Loan Documentsdocuments and instruments referred to herein, Lenders shall never be deemed to have contracted for or be entitled to receive, collect or apply as interest on the Notes or otherwise any amount in excess of the maximum rate of interest permitted to be charged by applicable lawMaximum Rate, and if Lenders in the event any Lender ever receivereceives, collect collects or apply applies as interest any such excess, or if an acceleration of the maturity maturities of the any Notes or if any prepayment by Borrower results in Borrower having paid any interest in excess of the maximum rateMaximum Rate, such amount which would be excessive interest shall be applied to the reduction of the unpaid principal balance of the Notes for which such excess was received, collected or applied, and, if the principal balances balance of Notes are such Note is paid in full, any remaining excess shall forthwith be paid to Borrower. All sums paid or agreed to be paid to Lenders for the use, forbearance or detention of the indebtedness evidenced by the Notes and/or the Credit Agreement, as amended by this Amendment, Agreement shall, to the extent permitted by applicable law, be amortized, prorated, allocated and spread throughout the full term of such indebtedness until payment in full so that the rate or amount of interest on account of such indebtedness does not exceed the maximum lawful rate permitted under applicable lawMaximum Rate. In determining whether or not the interest paid or payable under any specific contingency exceeds the maximum rate Maximum Rate of interest permitted by law, Borrower and Lenders shall, to the maximum extent permitted under applicable law, (i) characterize any non-principal payment as an expense, fee or premium, rather than as interest; and (ii) exclude voluntary prepayments and the effect thereof; and (iii) compare the total amount of interest contracted for, charged or received with the total amount of interest which could be contracted for, charged or received throughout the entire contemplated term of the Notes Note at the Maximum Rate. For purposes of Section 303 of the Texas Finance Code, to the extent applicable to any Lender or Agent, Borrower agrees that the Maximum Rate shall be the “weekly ceiling” as defined in said Chapter, provided that such Lender or Agent, as applicable, may also rely, to the extent permitted by applicable laws of the State of Texas and the United States of America, on alternative maximum lawful rate rates of interest under the Texas Finance Code or other laws applicable lawto such Lender or Agent from time to time if greater (the “Maximum Rate”).

Maximum Interest Rate. Regardless of any provisions contained in this Amendment or (a) No interest rate specified in any other Loan DocumentsDocument shall at any time exceed the Maximum Rate. If at any time the interest rate (the “Contract Rate”) for any Obligation shall exceed the Maximum Rate, Lenders thereby causing the interest accruing on such Obligation to be limited to the Maximum Rate, then any subsequent reduction in the Contract Rate for such Obligation shall never be deemed to have contracted for or be entitled to receive, collect or apply as interest on not reduce the Notes or otherwise any amount in excess of the maximum rate of interest permitted to be charged by applicable law, and on such Obligation below the Maximum Rate until the aggregate amount of interest accrued on such Obligation equals the aggregate amount of interest which would have accrued on such Obligation if Lenders ever receive, collect the Contract Rate for such Obligation had at all times been in effect. (b) No provision of any Loan Document shall require the payment or apply as interest any such excess, or if acceleration the collection of the maturity of the Notes or if any prepayment by Borrower results in Borrower having paid any interest in excess of the maximum rateamount permitted by applicable law. If any excess of interest in such respect is hereby provided for, or shall be adjudicated to be so provided, in any Loan Document or otherwise in connection with this loan transaction, the provisions of this Section shall govern and prevail and neither the Borrower nor the sureties, guarantors, successors, or assigns of the Borrower shall be obligated to pay the excess amount of such interest or any other excess sum paid for the use, forbearance, or detention of sums loaned pursuant hereto. In the event any Bank ever receives, collects, or applies as interest any such sum, such amount which would be excessive interest in excess of the maximum amount permitted by applicable law shall be applied to the as a payment and reduction of the unpaid principal balance of the Notes for which such excess was received, collected or appliedObligations, and, if the principal balances of Notes are the Obligations has been paid in full, any remaining excess shall forthwith be paid to the Borrower. All sums paid or agreed to be paid to Lenders for the use, forbearance or detention of the indebtedness evidenced by the Notes and/or the Credit Agreement, as amended by this Amendment, shall, to the extent permitted by applicable law, be amortized, prorated, allocated and spread throughout the full term of such indebtedness until payment in full so that the rate or amount of interest on account of such indebtedness does not exceed the maximum lawful rate permitted under applicable law. In determining whether or not the interest paid or payable under any specific contingency exceeds the maximum rate of interest permitted by lawMaximum Rate, the Borrower and Lenders each Bank shall, to the maximum extent permitted under by applicable law, (ia) characterize any non-principal payment as an expense, fee fee, or premium, premium rather than as interest; and , (iib) exclude voluntary prepayments and the effect effects thereof; , and (iiic) compare amortize, prorate, allocate, and spread in equal or unequal parts the total amount of interest contracted for, charged or received with the total amount of interest which could be contracted for, charged or received throughout the entire contemplated term of the Notes at Obligations so that interest for the maximum lawful rate under applicable lawentire term does not exceed the Maximum Rate.

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

Maximum Interest Rate. Regardless of any provisions contained in this Amendment or (a) No interest rate specified in any other Loan DocumentsDocument shall at any time exceed the Maximum Rate. If at any time the interest rate (the “Contract Rate”) for any obligation under the Loan Documents shall exceed the Maximum Rate, Lenders thereby causing the interest accruing on such obligation to be limited to the Maximum Rate, then any subsequent reduction in the Contract Rate for such obligation shall never be deemed to have contracted for or be entitled to receive, collect or apply as not reduce the rate of interest on such obligation below the Notes or otherwise Maximum Rate until the aggregate amount of interest accrued on such obligation equals the aggregate amount of interest which would have accrued on such obligation if the Contract Rate for such obligation had at all times been in effect. As used herein, the term “Maximum Rate” means, at any amount in excess of time with respect to any Lender, the maximum rate of nonusurious interest permitted to under applicable law that such Lender may contract for, charge, reserve, or receive. The Maximum Rate shall be charged by calculated in a manner that takes into account any and all fees, payments, and other charges contracted for, charged, reserved, or received in connection with the Loan Documents that constitute interest under applicable law. Each change in any interest rate provided for herein based upon the Maximum Rate resulting from a change in the Maximum Rate shall take effect without notice to Borrower at the time of such change in the Maximum Rate. For purposes of determining the Maximum Rate under Texas law, the applicable rate ceiling shall be the weekly rate ceiling described in, and if Lenders ever receivecomputed in accordance with, collect or apply as interest any such excess, or if acceleration Chapter 303 of the maturity Texas Finance Code. (b) No provision of any Loan Document shall require the Notes payment or if any prepayment by Borrower results in Borrower having paid any the collection of interest in excess of the maximum rateamount permitted by applicable law. If any excess interest is hereby provided for, or shall be adjudicated to be so provided, in any Loan Document or otherwise in connection with this loan transaction, the provisions of this Section shall govern and prevail and neither Borrower nor the sureties, guarantors, successors, or assigns of Borrower shall be obligated to pay the excess amount of such interest or any other excess sum paid for the use, forbearance, or detention of sums loaned pursuant hereto. In the event any Lender ever receives, or collects, interest in excess of the maximum lawful amount of interest, such amount which is or would be excessive interest in excess of the maximum amount permitted by applicable law shall be applied to the as a payment and reduction of the unpaid principal balance of the Notes for which such excess was received, collected or appliedobligations outstanding hereunder, and, if the principal balances of Notes are the obligations outstanding hereunder has been paid in fullfull or would be paid in full by all or part of such application, any remaining excess shall forthwith be paid to the Borrower. All sums paid In determining whether or agreed to be paid to Lenders for not the useinterest contracted for, forbearance charged, reserved or detention of received exceeds the indebtedness evidenced by the Notes and/or the Credit AgreementMaximum Rate, as amended by this Amendment, Borrower and each Lender shall, to the extent permitted by applicable law, be amortized, prorated, allocated and spread throughout the full term of such indebtedness until payment in full so that the rate or amount of interest on account of such indebtedness does not exceed the maximum lawful rate permitted under applicable law. In determining whether or not the interest paid or payable under any specific contingency exceeds the maximum rate of interest permitted by law, Borrower and Lenders shall, to the maximum extent permitted under applicable law, (ia) characterize any non-principal payment as an expense, fee fee, or premium, premium rather than as interest; and , (iib) exclude voluntary prepayments and the effect effects thereof; , and (iiic) compare amortize, prorate, allocate, and spread the total amount of interest contracted for, charged or received with the total amount of interest which could be contracted forcharged, charged or reserved and received throughout the entire contemplated term of the Notes at obligations outstanding hereunder so that interest for the maximum lawful rate under applicable lawentire term does not exceed the Maximum Rate.

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

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

Maximum Interest Rate. Regardless of any provisions contained in this Amendment or (a) No interest rate specified in any other Loan DocumentsDocument shall at any time exceed the Maximum Rate. If at any time the interest rate (the “Contract Rate”) for any obligation under the Loan Documents shall exceed the Maximum Rate, Lenders thereby causing the interest accruing on such obligation to be limited to the Maximum Rate, then any subsequent reduction in the Contract Rate for such obligation shall never be deemed to have contracted for or be entitled to receive, collect or apply as not reduce the rate of interest on such obligation below the Notes or otherwise Maximum Rate until the aggregate amount of interest accrued on such obligation equals the aggregate amount of interest which would have accrued on such obligation if the Contract Rate for such obligation had at all times been in effect. As used herein, the term “Maximum Rate” means, at any amount in excess of time with respect to any Lender, the maximum rate of nonusurious interest permitted to under applicable law that such Lender may contract for, charge, reserve, or receive. The Maximum Rate shall be charged by calculated in a manner that takes into account any and all fees, payments, and other charges contracted for, charged, reserved, or received in connection with the Loan Documents that constitute interest under applicable law. Each change in any interest rate provided for herein based upon the Maximum Rate resulting from a change in the Maximum Rate shall take effect without notice to Borrower at the time of such change in the Maximum Rate. For purposes of determining the Maximum Rate under Texas law, the applicable rate ceiling shall be the weekly rate ceiling described in, and if Lenders ever receivecomputed in accordance with, collect or apply as interest any such excess, or if acceleration Chapter 303 of the maturity Texas Finance Code. (b) No provision of any Loan Document shall require the Notes payment or if any prepayment by Borrower results in Borrower having paid any the collection of interest in excess of the maximum rateamount permitted by applicable law. If any excess interest is hereby provided for, or shall be adjudicated to be so provided, in any Loan Document or otherwise in connection with this loan transaction, the provisions of this Section shall govern and prevail and neither Borrower nor the sureties, guarantors, successors, or assigns of Borrower shall be obligated to pay the excess amount of such interest or any other excess sum paid for the use, forbearance, or detention of sums loaned pursuant hereto. In the event any Lender ever receives, or collects, interest in excess of the maximum lawful amount of interest, such amount which is or would be excessive interest in excess of the maximum amount permitted by applicable law shall be applied to the as a payment and reduction of the unpaid principal balance of the Notes for which such excess was received, collected or appliedobligations outstanding hereunder, and, if the principal balances of Notes are the obligations outstanding hereunder has been paid in fullfull or would be paid in full by all or part of such application, any remaining excess shall forthwith be paid to the Borrower. All sums paid In determining whether or agreed to be paid to Lenders for not the useinterest contracted for, forbearance charged, reserved or detention of received exceeds the indebtedness evidenced by the Notes and/or the Credit AgreementMaximum Rate, as amended by this Amendment, Borrower and each Lender shall, to the extent permitted by applicable law, be amortized, prorated, allocated and spread throughout the full term of such indebtedness until payment in full so that the rate or amount of interest on account of such indebtedness does not exceed the maximum lawful rate permitted under applicable law. In determining whether or not the interest paid or payable under any specific contingency exceeds the maximum rate of interest permitted by law, Borrower and Lenders shall, to the maximum extent permitted under applicable law, (ia) characterize any non-principal payment as an expense, fee fee, or premium, premium rather than as interest; and , (iib) exclude voluntary prepayments and the effect effects thereof; , and (iiic) compare amortize, prorate, allocate, and spread the total amount of interest contracted for, charged or received with the total amount of interest which could be contracted forcharged, charged or reserved and received throughout the entire contemplated term of the Notes at obligations outstanding hereunder so that interest for the maximum lawful rate under entire term does not exceed the Maximum Rate. (c) The provisions of Chapter 346 of the Finance Code of Texas are specifically declared by the parties hereto not to be applicable lawto this Agreement or to the transactions contemplated hereby.

Maximum Interest Rate. Regardless of any provisions contained in this Amendment Agreement or in any other Loan Documentsdocuments and instruments referred to herein, Lenders the Banks shall never be deemed to have contracted for or be entitled to receive, collect or apply as interest on the Notes or otherwise any amount in excess of the maximum rate of interest permitted to be charged by applicable lawMaximum Rate, and if Lenders in the event any Bank ever receivereceives, collect collects or apply applies as interest any such excess, or if an acceleration of the maturity maturities of the any Notes or if any prepayment by Borrower results result in Borrower having paid any interest in excess of the maximum rateMaximum Rate, such amount which would be excessive interest shall be applied to the reduction of the unpaid principal balance of the Notes for which such excess was received, collected or applied, and, if the principal balances balance of Notes are such Note is paid in full, any remaining excess shall forthwith be paid to Borrower. All sums paid or agreed to be paid to Lenders the Banks for the use, forbearance or detention of the indebtedness evidenced by the Notes and/or the Credit Agreement, as amended by this Amendment, Agreement shall, to the extent permitted by applicable law, be amortized, prorated, allocated and spread throughout the full term of such indebtedness until payment in full so that the rate or amount of interest on account of such indebtedness does not exceed the maximum lawful rate permitted under applicable lawMaximum Rate. In determining whether or not the interest paid or payable under any specific contingency exceeds the maximum rate Maximum Rate of interest permitted by law, Borrower and Lenders the Banks shall, to the maximum extent permitted under applicable law, (i) characterize any non-principal payment as an expense, fee or premium, rather than as interest; and (ii) exclude voluntary prepayments and the effect thereof; and (iii) compare the total amount of interest contracted for, charged or received with the total amount of interest which could be contracted for, charged or received throughout the entire contemplated term of the Notes at the maximum lawful rate under applicable lawMaximum Rate.

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

Maximum Interest Rate. Regardless No provision of any provisions contained in this Amendment Agreement or in any other Loan Documents, Lenders Document shall never be deemed to have contracted for require the payment or be entitled to receive, collect or apply as interest on the Notes or otherwise any amount in excess collection of the maximum rate of interest permitted to be charged by applicable law, and if Lenders ever receive, collect or apply as interest any such excess, or if acceleration of the maturity of the Notes or if any prepayment by Borrower results in Borrower having paid any interest in excess of the maximum rateamount permitted by applicable law. If any excess of interest in such respect is hereby provided for, or shall be adjudicated to be so provided, in any Loan Document or otherwise in connection with this loan transaction, the provisions of this Section shall govern and prevail and neither Borrower nor the sureties, guarantors, successors, or assigns of Borrower shall be obligated to pay the excess amount of such interest or any other excess sum paid for the use, forbearance, or detention of sums loaned pursuant hereto. In the event Bank ever receives, collects, or applies as interest any such sum, such amount which would be excessive interest in excess of the maximum amount permitted by applicable law shall be applied to the as a payment and reduction of the unpaid principal balance of the Notes for which such excess was receivedindebtedness evidenced by the Notes, collected or applied, at Bank's option; and, if the principal balances of the Notes are have been paid in full, any remaining excess shall forthwith be paid to Borrower. All sums In determining whether or not the interest paid or agreed to be paid to Lenders for payable exceeds the useMaximum Rate, forbearance or detention of the indebtedness evidenced by the Notes and/or the Credit Agreement, as amended by this Amendment, Borrower and Bank shall, to the extent permitted by applicable law, be amortized, prorated, allocated and spread throughout the full term of such indebtedness until payment in full so that the rate or amount of interest on account of such indebtedness does not exceed the maximum lawful rate permitted under applicable law. In determining whether or not the interest paid or payable under any specific contingency exceeds the maximum rate of interest permitted by law, Borrower and Lenders shall, to the maximum extent permitted under applicable law, (ia) characterize any non-principal payment as an expense, fee fee, or premium, premium rather than as interest; and , (iib) exclude voluntary prepayments and the effect effects thereof; , and (iiic) compare amortize, prorate, allocate, and spread in equal or unequal parts the total amount of interest contracted for, charged or received with the total amount of interest which could be contracted for, charged or received throughout the entire contemplated term of the Notes at indebtedness evidenced by the maximum lawful rate under applicable lawNotes, as applicable, so that interest for the entire term does not exceed the Maximum Rate; provided that, if the unpaid principal balance is paid and performed in full prior to the end of the full contemplated term thereof, and if the interest received for the actual period of existence thereof exceeds the Maximum Rate, Bank shall refund to Borrower the amount of such excess and, in such event, Bank shall not be subject to any penalties provided by any laws for contracting for, charging, receiving, taking, collecting, reserving or applying interest in excess of the Maximum Rate.

Maximum Interest Rate. Regardless No provision of this Agreement or of any provisions contained other Loan Documents shall require the payment or the collection of interest (including all fees, charges and other amounts which are treated as interest) in this Amendment excess of the Maximum Rate. If any excess of interest in such respect is hereby provided for, or shall be adjudicated to be so provided, in any other Loan Documents, Lenders shall never be deemed to have contracted for or be entitled to receive, collect or apply as interest on the Notes Documents or otherwise in connection with this loan transaction, the provisions of this Section shall govern and prevail and neither Borrower nor the sureties, guarantors, successors, or assigns of Borrower shall be obligated to pay the excess amount of such interest or any amount in other excess sum paid for the use, forbearance, or detention of sums loaned pursuant hereto. In the maximum rate of interest permitted to be charged by applicable lawevent Agent, and if Lenders Issuing Bank or any Lender ever receivereceives, collect collects, or apply applies as interest any such excess, or if acceleration of the maturity of the Notes or if any prepayment by Borrower results in Borrower having paid any interest in excess of the maximum ratesum, such amount which would be excessive interest in excess of the maximum amount permitted by applicable law shall be applied to the as a payment and reduction of the unpaid principal balance of the Notes for which such excess was received, collected or applied, indebtedness evidenced by the Notes; and, if the principal balances of the Notes are has been paid in full, any remaining excess shall forthwith be paid to Borrower. All sums In determining whether or not the interest paid or agreed to be paid to payable exceeds the Maximum Rate, Borrower and Agent, Issuing Bank and Lenders for the use, forbearance or detention of the indebtedness evidenced by the Notes and/or the Credit Agreement, as amended by this Amendment, shall, to the extent permitted by applicable law, be amortized, prorated, allocated and spread throughout the full term of such indebtedness until payment in full so that the rate or amount of interest on account of such indebtedness does not exceed the maximum lawful rate permitted under applicable law. In determining whether or not the interest paid or payable under any specific contingency exceeds the maximum rate of interest permitted by law, Borrower and Lenders shall, to the maximum extent permitted under applicable law, (ia) characterize any non-principal payment as an expense, fee fee, or premium, premium rather than as interest; and , (iib) exclude voluntary prepayments and the effect effects thereof; , and (iiic) compare amortize, prorate, allocate, and spread in equal or unequal parts the total amount of interest contracted for, charged or received with the total amount of interest which could be contracted for, charged or received throughout the entire contemplated term of the indebtedness evidenced by the Notes at so that interest for the maximum lawful rate under applicable lawentire term does not exceed the Maximum Rate.

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

Maximum Interest Rate. Regardless No provision of any provisions contained in this Amendment Agreement or in of any other Loan Documents, Lenders Documents shall never be deemed to have contracted for require the payment or be entitled to receive, collect or apply as interest on the Notes or otherwise any amount in excess collection of the maximum rate of interest permitted to be charged by applicable law, and if Lenders ever receive, collect or apply as interest any such excess, or if acceleration of the maturity of the Notes or if any prepayment by Borrower results in Borrower having paid any interest in excess of the maximum ratepermitted by applicable law. If any excess of interest in such respect is hereby provided for, or shall be adjudicated to be so provided, in any other Loan Documents or otherwise in connection with this loan transaction, the provisions of this Section shall govern and prevail and neither any Borrower nor the sureties, guarantors, successors, or assigns of any Borrower shall be obligated to pay the excess amount of such interest or any other excess sum paid for the use, forbearance, or detention of sums loaned pursuant hereto. In the event Agent, Issuing Bank or any Lender ever receives, collects, or applies as interest any such sum, such amount which would be excessive interest in excess of the maximum amount permitted by applicable law shall be applied to the as a payment and reduction of the unpaid principal balance of the Notes for which such excess was received, collected or applied, indebtedness evidenced by the Notes; and, if the principal balances of the Notes are has been paid in full, any remaining excess shall forthwith be paid to Borrower. All sums paid or agreed to be paid to Lenders for the use, forbearance or detention of the indebtedness evidenced by the Notes and/or the Credit Agreement, as amended by this Amendment, shall, to the extent permitted by applicable law, be amortized, prorated, allocated and spread throughout the full term of such indebtedness until payment in full so that the rate or amount of interest on account of such indebtedness does not exceed the maximum lawful rate permitted under applicable lawBorrowers. In determining whether or not the interest paid or payable under any specific contingency exceeds the maximum rate of interest permitted by lawMaximum Rate, Borrower Borrowers and Agent, Issuing Bank and Lenders shall, to the maximum extent permitted under by applicable law, (ia) characterize any non-principal payment as an expense, fee fee, or premium, premium rather than as interest; and , (iib) exclude voluntary prepayments and the effect effects thereof; , and (iiic) compare amortize, prorate, allocate, and spread in equal or unequal parts the total amount of interest contracted for, charged or received with the total amount of interest which could be contracted for, charged or received throughout the entire contemplated term of the indebtedness evidenced by the Notes at so that interest for the maximum lawful rate under applicable lawentire term does not exceed the Maximum Rate.

Maximum Interest Rate. Regardless of any provisions contained in this Amendment Agreement or in any other Loan Documentsdocuments and instruments referred to herein, Lenders the Bank shall never be deemed to have contracted for or be entitled to receive, collect or apply as interest on the Notes or otherwise Note any amount in excess of the maximum rate of interest permitted to be charged by applicable law, and if Lenders in the event the Bank ever receivereceives, collect collects or apply applies as interest any such excess, or if acceleration of the maturity maturities of the Notes Note or if any prepayment by Borrower results in Borrower having paid any interest in excess of the maximum rate, such amount which would be excessive interest shall be applied to the reduction of the unpaid principal balance of the Notes Note for which such excess was received, collected or applied, and, if the principal balances balance of Notes are such Note is paid in full, any remaining excess shall forthwith be paid to Borrower. All sums paid or agreed to be paid to Lenders the Bank for the use, forbearance or detention of the indebtedness evidenced by the Notes Note and/or the Credit Agreement, as amended by this Amendment, Agreement shall, to the extent permitted by applicable law, be amortized, prorated, allocated and spread throughout the full term of such indebtedness until payment in full so that the rate or amount of interest on account of such indebtedness does not exceed the maximum lawful rate permitted under applicable law. In determining whether or not the interest paid or payable under any specific contingency exceeds the maximum rate of interest permitted by law, Borrower and Lenders the Bank shall, to the maximum extent permitted under applicable law, (i) characterize any non-principal payment as an expense, fee or premium, rather than as interest; and (ii) exclude voluntary prepayments and the effect thereof; and (iii) compare the total amount of interest contracted for, charged or received with the total amount of interest which could be contracted for, charged or received throughout the entire contemplated term of the Notes Note at the maximum lawful rate under applicable law.

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

Maximum Interest Rate. Regardless of any provisions provision contained in this Amendment or in any other of the Loan DocumentsPapers, Lenders no Lender shall never be deemed to have contracted for or ever be entitled to contract for, charge, take, reserve, receive, collect or apply apply, as interest on the Notes Obligation, or otherwise any part thereof, any amount in excess of the maximum rate of interest permitted to be charged by applicable lawHighest Lawful Rate, and if and, in the event the Lenders ever contract for, charge, take, reserve, receive, collect or apply as interest any such excess, or if acceleration of the maturity of the Notes or if any prepayment by Borrower results in Borrower having paid any interest in excess of the maximum rate, such amount which would be excessive interest it shall be applied to the reduction deemed a partial prepayment without penalty of the unpaid principal balance of the Notes for which and treated hereunder as such excess was received, collected or applied, and, if the principal balances of Notes are paid in full, and any remaining excess shall forthwith be paid to Borrower. All sums paid or agreed to be paid to Lenders for the use, forbearance or detention of the indebtedness evidenced by the Notes and/or the Credit Agreement, as amended by this Amendment, shall, refunded to the extent permitted by applicable law, be amortized, prorated, allocated and spread throughout the full term of such indebtedness until payment in full so that the rate or amount of interest on account of such indebtedness does not exceed the maximum lawful rate permitted under applicable lawBorrower. In determining whether or not the interest paid or payable payable, under any specific contingency contingency, exceeds the maximum rate of interest permitted by lawHighest Lawful Rate, the Borrower and the Lenders shall, to the maximum extent permitted under applicable lawLaw, (ia) treat all Borrowings as but a single extension of credit (and the Lenders and the Borrower agree that such is the case and that provision herein for multiple Borrowings and multiple Notes is for convenience only), (b) characterize any non-principal nonprincipal payment as an expense, fee fee, or premium, premium rather than as interest; and , (iic) exclude voluntary prepayments and the effect effects thereof; , and (iiid) compare "spread" the total amount of interest contracted for, charged or received with the total amount of interest which could be contracted for, charged or received throughout the entire contemplated term of the Notes at Obligation; provided that, if the maximum lawful rate under applicable lawObligation 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 Highest Lawful Rate, the Lenders shall refund such excess, and, in such event, the Lenders shall not be subject to any penalties provided by any Laws for contracting for, charging, taking, reserving, or receiving interest in excess of the Highest Lawful Rate.

Maximum Interest Rate. Regardless of any provisions contained in this Amendment Agreement or in any other Loan Documentsdocuments and instruments referred to herein, the Lenders shall never be deemed to have contracted for or be entitled to receive, collect or apply as interest on the Notes or otherwise any amount in excess of the maximum rate of interest permitted to be charged by applicable lawMaximum Rate, and if Lenders in the event any Lender ever receivereceives, collect collects or apply applies as interest any such excess, or if an acceleration of the maturity maturities of the any Notes or if any prepayment by Borrower the Borrowers results in Borrower the Borrowers having paid any interest in excess of the maximum rateMaximum Rate, such amount which would be excessive interest shall be applied to the reduction of the unpaid principal balance of the Notes for which such excess was received, collected or applied, and, if the principal balances balance of Notes are such Note is paid in full, any remaining excess shall forthwith be paid to Borrowerthe Borrowers. All sums paid or agreed to be paid to the Lenders for the use, forbearance or detention of the indebtedness evidenced by the Notes and/or the Credit Agreement, as amended by this Amendment, Agreement shall, to the extent permitted by applicable law, be amortized, prorated, allocated and spread throughout the full term of such indebtedness until payment in full so that the rate or amount of interest on account of such indebtedness does not exceed the maximum lawful rate permitted under applicable lawMaximum Rate. In determining whether or not the interest paid or payable under any specific contingency exceeds the maximum rate Maximum Rate of interest permitted by law, Borrower the Borrowers and the Lenders shall, to the maximum extent permitted under applicable law, (i) characterize any non-principal payment as an expense, fee or premium, rather than as interest; and (ii) exclude voluntary prepayments and the effect thereof; and (iii) compare the total amount of interest contracted for, charged or received with the total amount of interest which could be contracted for, charged or received throughout the entire contemplated term of the Notes Note at the maximum lawful rate under applicable lawMaximum Rate.

Maximum Interest Rate. Regardless of any provisions contained in this Amendment Agreement or in any other Loan Documentsdocuments and instruments referred to herein, Lenders the Lender shall never be deemed to have contracted for or be entitled to receive, collect or apply as interest on the Notes or otherwise Revolving Note any amount in excess of the maximum rate of interest permitted to be charged by applicable lawMaximum Rate, and if Lenders in the event Lender ever receivereceives, collect collects or apply applies as interest any such excess, or of if an acceleration of the maturity of the Notes Revolving Note or if any prepayment by Borrower results in Borrower having paid any interest in excess of the maximum rateMaximum Rate, such amount which would be excessive interest shall be applied to the reduction of the unpaid principal balance of the Notes Revolving Note for which such excess was received, collected or applied, and, if the principal balances balance of Notes are the Revolving Note is paid in full, any remaining excess shall forthwith be paid to Borrower. All sums paid or agreed to be paid to Lenders the Lender for the use, forbearance or detention of the indebtedness evidenced by the Notes Revolving Note and/or the Credit Agreement, as amended by this Amendment, Agreement shall, to the extent permitted by applicable law, be amortized, prorated, allocated and spread throughout the full term of such indebtedness until payment in full so that the rate or amount of interest on account of such indebtedness does not exceed the maximum lawful rate permitted under applicable lawMaximum Rate. In determining whether or not the interest paid or payable under any specific contingency exceeds the maximum rate Maximum Rate of interest permitted by law, Borrower and Lenders the Lender shall, to the maximum extent permitted under applicable law, (i) characterize any non-principal payment as an expense, fee or premium, rather than as interest; and (ii) exclude voluntary prepayments and the effect thereof; and (iii) compare the total amount of interest contracted for, charged or received with the total amount of interest which could be contracted for, charged or received throughout the entire contemplated term of the Notes Revolving Note at the maximum lawful rate under applicable lawMaximum Rate.

Maximum Interest Rate. Regardless It is the intention of the parties hereto to conform strictly to the usury and other laws relating to interest from time to time in force, and this Agreement is 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 Lender, or collected by Lender or for the use, forbearance or detention of the money to be loaned hereunder or otherwise, or for the payment or performance of any provisions covenant or obligation contained in this Amendment herein or in any other Loan Documents, Lenders shall never be deemed to have contracted for or be entitled to receive, collect or apply as interest on the Notes or otherwise any amount in excess of Document exceeds the maximum rate amount permissible under applicable usury or other laws of similar import (the “Maximum Amount”). If under any circumstances whatsoever fulfillment of any provision hereof or any other Loan Document at the time performance of such provision shall be due, shall involve transcending the Maximum Amount, then ipso facto, the obligation to be fulfilled shall be reduced to the Maximum Amount. For the purposes of calculating the actual amount of interest permitted paid and/or payable hereunder, in respect of laws pertaining to be charged by applicable lawusury or laws of similar import, and if Lenders ever receive, collect or apply as interest any such excess, or if acceleration of the maturity of the Notes or if any prepayment by Borrower results in Borrower having paid any interest in excess of the maximum rate, such amount which would be excessive interest shall be applied to the reduction of the unpaid principal balance of the Notes for which such excess was received, collected or applied, and, if the principal balances of Notes are paid in full, any remaining excess shall forthwith be paid to Borrower. All all sums paid or agreed to be paid to Lenders the holder hereof for the use, forbearance or detention of the indebtedness of Borrower evidenced by the Notes and/or the Credit Agreementhereby, as amended by this Amendment, outstanding from time to time shall, to the extent permitted by applicable law, be amortized, prorated, allocated and spread throughout from the full term date of such indebtedness disbursement of the proceeds under this Agreement, until payment in full of all of such indebtedness, so that the actual rate or amount of interest on account of such indebtedness does not exceed is uniform through the maximum lawful rate permitted under applicable lawterm hereof. In determining whether or not the interest paid or payable If under any specific contingency exceeds the maximum rate of circumstances Lender shall ever receive an amount deemed interest permitted by law, Borrower and Lenders shall, to the maximum extent permitted under applicable law, (i) characterize any non-principal which would exceed the Maximum Amount, such amount that would be excessive interest under applicable usury laws or laws of similar import shall be applied by Lender in payment as an expense, fee or premium, rather than as interest; and (ii) exclude voluntary prepayments and the effect thereof; and (iii) compare the total amount of interest contracted for, charged or received with the total amount of interest which could be contracted for, charged or received throughout the entire contemplated term of the Notes at Loan Amount until such time as the maximum lawful interest rate under applicable lawdecreases below the Maximum Amount.

Maximum Interest Rate. Regardless of any provisions contained in this Amendment or (a) No interest rate specified in any other Loan DocumentsDocument shall at any time exceed the Maximum Rate. If at any time the interest rate (the "Contract Rate") for any Obligation shall exceed the Maximum Rate, Lenders ------------- thereby causing the interest accruing on such Obligation to be limited to the Maximum Rate, then any subsequent reduction in the Contract Rate for such Obligation shall never be deemed to have contracted for or be entitled to receive, collect or apply as interest on not reduce the Notes or otherwise any amount in excess of the maximum rate of interest permitted to be charged by applicable law, and on such Obligation below the Maximum Rate until the aggregate amount of interest accrued on such Obligation equals the aggregate amount of interest which would have accrued on such Obligation if Lenders ever receive, collect the Contract Rate for such Obligation had at all times been in effect. (b) No provision of any Loan Document shall require the payment or apply as interest any such excess, or if acceleration the collection of the maturity of the Notes or if any prepayment by Borrower results in Borrower having paid any interest in excess of the maximum rateamount permitted by applicable law. If any excess of interest in such respect is hereby provided for, or shall be adjudicated to be so provided, in any Loan Document or otherwise in connection with this loan transaction, the provisions of this Section shall govern and prevail and neither the Borrower nor the sureties, guarantors, successors, or assigns of the Borrower shall be obligated to pay the excess amount of such interest or any other excess sum paid for the use, forbearance, or detention of sums loaned pursuant hereto. In the event any Lender ever receives, collects, or applies as interest any such sum, such amount which would be excessive interest in excess of the maximum amount permitted by applicable law shall be applied to the as a payment and reduction of the unpaid principal balance of the Notes for which such excess was received, collected or applied, Obligations; and, if the principal balances of Notes are the Obligations has been paid in full, any remaining excess shall forthwith be paid to the Borrower. All sums paid or agreed to be paid to Lenders for the use, forbearance or detention of the indebtedness evidenced by the Notes and/or the Credit Agreement, as amended by this Amendment, shall, to the extent permitted by applicable law, be amortized, prorated, allocated and spread throughout the full term of such indebtedness until payment in full so that the rate or amount of interest on account of such indebtedness does not exceed the maximum lawful rate permitted under applicable law. In determining whether or not the interest paid or payable under any specific contingency exceeds the maximum rate of interest permitted by lawMaximum Rate, the Borrower and Lenders each Lender shall, to the maximum extent permitted under by applicable law, (ia) characterize any non-principal payment as an expense, fee fee, or premium, premium rather than as interest; and , (iib) exclude voluntary prepayments and the effect effects thereof; , and (iiic) compare amortize, prorate, allocate, and spread in equal or unequal parts the CREDIT AGREEMENT - Page 82 total amount of interest contracted for, charged or received with the total amount of interest which could be contracted for, charged or received throughout the entire contemplated term of the Notes at Obligations so that interest for the maximum lawful rate under applicable lawentire term does not exceed the Maximum Rate.

Maximum Interest Rate. Regardless of any provisions provision contained in this Amendment herein, or in any other Loan Documentsdocuments or instruments executed in connection herewith, Lenders the Holder hereof shall never be deemed to have contracted for or be entitled to receive, collect collect, or apply apply, as interest on the Notes or otherwise hereon, any amount in excess of the maximum rate of interest permitted to be charged by applicable lawHighest Lawful Rate and in the event the Holder hereof ever receives, and if Lenders ever receivecollects, collect or apply applies, as interest interest, any such excess, or if acceleration of the maturity of the Notes or if any prepayment by Borrower results in Borrower having paid any interest in excess of the maximum rate, such amount which would be excessive interest shall be applied to the reduction deemed a partial prepayment of the unpaid principal balance of the Notes for which such excess was received, collected or applied, and treated hereunder as such; and, if the principal balances of Notes are hereof is paid in full, any remaining excess shall forthwith be paid refunded to Borrower. All sums paid or agreed to be paid to Lenders for the use, forbearance or detention of the indebtedness evidenced by the Notes and/or the Credit Agreement, as amended by this Amendment, shall, to the extent permitted by applicable law, be amortized, prorated, allocated and spread throughout the full term of such indebtedness until payment in full so that the rate or amount of interest on account of such indebtedness does not exceed the maximum lawful rate permitted under applicable lawMaker. In determining whether or not the interest paid or payable payable, under any specific contingency contingency, exceeds the maximum rate of interest permitted by lawHighest Lawful Rate, Borrower Maker and Lenders the Holder hereof shall, to the maximum extent permitted under applicable law, (ia) characterize any non-principal nonprincipal payment as an expense, fee fee, or premium, premium rather than as interest; and , (iib) exclude voluntary prepayments and the effect effects thereof; , and (iiic) compare spread the total amount of interest contracted for, charged or received with the total amount of interest which could be contracted for, charged or received throughout the entire contemplated term hereof; provided that if the interest received for the actual period of existence hereof exceeds the Highest Lawful Rate, the Holder hereof shall either apply or refund to Maker the amount of such excess as herein provided, and in such event the Holder hereof shall not be subject to any penalties provided by any laws for contracting for, charging, or receiving interest in excess of the Notes Highest Lawful Rate. For purposes of this Note, the term "Highest Lawful Rate" shall mean, at any given time, the maximum lawful rate nonusurious interest rate, if any, that may be contracted for or received on the indebtedness evidenced by this Note under applicable lawfederal and state laws.

Maximum Interest Rate. Regardless of any provisions contained in this Amendment Agreement or in any other Loan Documentsdocuments and instruments referred to herein, Lenders the Banks shall never be deemed to have contracted for or be entitled to receive, collect or apply as interest on the Notes or otherwise any amount in excess of the maximum rate of interest permitted to be charged by applicable lawMaximum Rate, and if Lenders in the event any Bank ever receivereceives, collect collects or apply applies as interest any such excess, or if an acceleration of the maturity maturities of the any Notes or if any prepayment by Borrower results result in Borrower having paid any interest in excess of the maximum rateMaximum Rate, such amount which would be excessive interest shall be applied to the reduction of the unpaid principal balance of the Notes for which such excess was received, collected or applied, and, if the principal balances balance of Notes are such Note is paid in full, any remaining excess shall forthwith be paid to Borrower. All sums paid or agreed to be paid to Lenders the Banks for the use, forbearance or detention of the indebtedness evidenced by the Notes and/or the Credit Agreement, as amended by this Amendment, Agreement shall, to the extent permitted by applicable law, be amortized, prorated, allocated and spread throughout the full term of such indebtedness until payment in full so that the rate or amount of interest on account of such indebtedness does not exceed the maximum lawful rate permitted under applicable lawMaximum Rate. In determining whether or not the interest paid or payable under any specific contingency exceeds the maximum rate Maximum Rate of interest permitted by law, Borrower and Lenders the Banks shall, to the maximum extent permitted under applicable law, (i) characterize any non-principal payment as an expense, fee or premium, rather than as interest; and (ii) exclude voluntary prepayments and the effect thereof; and (iii) compare the total amount of interest contracted for, charged or received with the total amount of interest which could be contracted for, charged or received throughout the entire contemplated term of the Notes at the Maximum Rate. For purposes of Section 303 of the Texas Finance Code, to the extent applicable to any Lender or Agent, Borrowers agree that the Maximum Rate shall be the "weekly ceiling" as defined in said Chapter, provided that such Lender or Agent, as applicable, may also rely, to the extent permitted by applicable laws of the State of Texas and the United States of America, on alternative maximum lawful rate rates of interest under the Texas Finance Code or other laws applicable lawto such Lender or Agent from time to time if greater.

Maximum Interest Rate. Regardless It is the intention of the parties hereto to comply with applicable usury laws (now or hereafter enacted); accordingly, notwithstanding any provisions contained provision to the contrary in this Amendment or in any Agreement, the Revolving Credit Note, the other Loan Documents, Lenders or any other document relating hereto, in no event shall never be deemed to have contracted for this Agreement or be entitled to receive, collect or apply as interest on the Notes or otherwise any amount in excess of the maximum rate of interest permitted to be charged by applicable law, and if Lenders ever receive, collect or apply as interest any such excess, other document require the payment or if acceleration permit the collection of the maturity of the Notes or if any prepayment by Borrower results in Borrower having paid any interest in excess of the maximum amount permitted by such laws. If from any circumstances whatsoever, fulfillment of any provision of this Agreement or of any other document pertaining hereto or thereto, shall involve transcending the limit of validity prescribed by law for the collection or charging of interest, then, ipso facto, the obligation to be fulfilled shall be reduced to the limit of such validity, and if from any such circumstances Lender shall ever receive anything of value as interest or deemed interest by applicable law under this Agreement, the Revolving Credit Note, the other Loan Documents, or any other document pertaining hereto or otherwise an amount that would exceed the highest lawful rate, such amount which that would be excessive interest shall be applied to the reduction of the unpaid principal balance of amount owing under the Notes for which such excess was received, collected Revolving Credit Note or applied, and, if the principal balances of Notes are paid in full, any remaining excess shall forthwith be paid to Borrower. All sums paid or agreed to be paid to Lenders for the use, forbearance or detention of the indebtedness evidenced by the Notes and/or the Credit Agreement, as amended by this Amendment, shall, to the extent permitted by applicable law, be amortized, prorated, allocated and spread throughout the full term of such indebtedness until payment in full so that the rate or amount of interest on account of any other indebtedness of Borrower to Lender, and not to the payment of interest, or if such indebtedness does not exceed excessive interest exceeds the maximum lawful rate permitted under applicable lawunpaid balance of principal of such indebtedness, such excess shall be refunded to Borrower. In determining whether or not the interest paid or payable with respect to any indebtedness of Borrower to Lender, under any specific contingency contingency, exceeds the maximum rate of interest permitted by lawhighest lawful rate, Borrower and Lenders Lender shall, to the maximum extent permitted under by applicable law, (ia) characterize any non-principal payment as an expense, fee or premium, premium rather than as interest; and , (iib) exclude voluntary prepayments and the effect effects thereof; , (c) amortize, prorate, allocate and (iii) compare spread the total amount of interest contracted for, charged or received with throughout the total amount full term of such indebtedness so that the actual rate of interest which could be contracted for, charged or received throughout the entire contemplated term on account of the Notes at such indebtedness does not exceed the maximum lawful amount permitted by applicable law, and/or (d) allocate interest between portions of such indebtedness, to the end that no such portion shall bear interest at a rate under greater than that permitted by applicable law.

Maximum Interest Rate. Regardless of any provisions contained in this Amendment or (a) No interest rate specified in any other Loan DocumentsDocument shall at any time exceed the Maximum Rate. If at any time the interest rate (the "Contract Rate") for any Obligation shall exceed the Maximum Rate, Lenders thereby causing the interest accruing on such Obligation to be limited to the Maximum Rate, then any subsequent reduction in the Contract Rate for such Obligation shall never be deemed to have contracted for or be entitled to receive, collect or apply as interest on not reduce the Notes or otherwise any amount in excess of the maximum rate of interest permitted to be charged by applicable law, and on such Obligation below the Maximum Rate until the aggregate amount of interest accrued on such Obligation equals the aggregate amount of interest which would have accrued on such Obligation if Lenders ever receive, collect the Contract Rate for such Obligation had at all times been in effect. (b) No provision of any Loan Document shall require the payment or apply as interest any such excess, or if acceleration the collection of the maturity of the Notes or if any prepayment by Borrower results in Borrower having paid any interest in excess of the maximum rateamount permitted by applicable law. If any excess of interest in such respect is hereby provided for, or shall be adjudicated to be so provided, in any Loan Document or otherwise in connection with this loan transaction, the provisions of this Section shall govern and prevail and neither Borrower nor the sureties, guarantors, successors, or assigns of Borrower shall be obligated to pay the excess amount of such interest or any other excess sum paid for the use, forbearance, or detention of sums loaned pursuant hereto. In the event any Bank ever receives, collects, or applies as interest any such sum, such amount which would be excessive interest in excess of the maximum amount permitted by applicable law shall be applied to the as a payment and reduction of the unpaid principal balance of the Notes for which such excess was received, collected or appliedObligations, and, if the principal balances of Notes are the Obligations has been paid in full, any remaining excess shall forthwith be paid to Borrower. All sums In determining whether or not the interest paid or agreed to be paid to Lenders for payable exceeds the useMaximum Rate, forbearance or detention of the indebtedness evidenced by the Notes and/or the Credit Agreement, as amended by this Amendment, Borrower and each Bank shall, to the extent permitted by applicable law, be amortized, prorated, allocated and spread throughout the full term of such indebtedness until payment in full so that the rate or amount of interest on account of such indebtedness does not exceed the maximum lawful rate permitted under applicable law. In determining whether or not the interest paid or payable under any specific contingency exceeds the maximum rate of interest permitted by law, Borrower and Lenders shall, to the maximum extent permitted under applicable law, (ia) characterize any non-principal payment as an expense, fee fee, or premium, premium rather than as interest; and , (iib) exclude voluntary prepayments and the effect effects thereof; , and (iiic) compare amortize, prorate, allocate, and spread in equal or unequal parts the total amount of interest contracted for, charged or received with the total amount of interest which could be contracted for, charged or received throughout the entire contemplated term of the Notes at Obligations so that interest for the maximum lawful rate under applicable lawentire term does not exceed the Maximum Rate.

Maximum Interest Rate. Regardless of any provisions contained in this Amendment Agreement or in any other Loan Documentsdocuments and instruments referred to herein, Lenders the Banks shall never be deemed to have contracted for or be entitled to receive, collect or apply as interest on the Notes or otherwise any amount in excess of the maximum rate of interest permitted to be charged by applicable law, Maximum Rate and if Lenders in the event the Banks ever receive, collect or apply as interest any such excess, or if an acceleration of the maturity of the Notes or if any prepayment by Borrower results in Borrower having paid any interest in excess of the maximum rateMaximum Rate, such amount which would be excessive interest shall be applied to the reduction of the unpaid principal balance of the Notes for which such excess was received, collected or applied, and, if the principal balances balance of such Notes are is paid in full, any remaining excess shall forthwith be paid to Borrower. All sums paid or agreed to be paid to Lenders the Banks for the use, forbearance or detention of the indebtedness evidenced by the Notes and/or the Credit Agreement, as amended by this Amendment, Agreement shall, to the extent permitted by applicable law, be amortized, prorated, allocated and spread throughout the full term of such indebtedness until payment in full so that the rate or amount of interest on account of such indebtedness does not exceed the maximum lawful rate permitted under applicable lawMaximum Rate. In determining whether or not the interest paid or payable under any specific contingency exceeds the maximum rate of interest permitted by lawMaximum Rate, Borrower and Lenders the Banks shall, to the maximum extent permitted under applicable law, (i) characterize any non-principal payment as an expense, fee or premium, rather than as interest; and (ii) exclude voluntary prepayments and the effect thereof; and (iii) compare the total amount of interest contracted for, charged or received with the total amount of interest which could be contracted for, charged or received throughout the entire contemplated term of the Notes at the maximum lawful rate under applicable lawMaximum Rate.

Maximum Interest Rate. Regardless of any provisions contained in this Amendment Agreement or in any other Loan Documentsdocuments and instruments referred to herein, Lenders the Banks shall never be deemed to have contracted for or be entitled to receive, collect or apply as interest on the Notes or otherwise any amount in excess of the maximum rate of interest permitted to be charged by applicable lawMaximum Rate, and if Lenders in the event any Bank ever receivereceives, collect collects or apply applies as interest any such excess, or if an acceleration of the maturity maturities of the any Notes or if any prepayment by Borrower results Borrowers result in Borrower Borrowers having paid any interest in excess of the maximum rateMaximum Rate, such amount which would be excessive interest shall be applied to the reduction of the unpaid principal balance of the Notes for which such excess was received, collected or applied, and, if the principal balances balance of Notes are such Note is paid in full, any remaining excess shall forthwith be paid to BorrowerBorrowers. All sums paid or agreed to be paid to Lenders the Banks for the use, forbearance or detention of the indebtedness evidenced by the Notes and/or the Credit Agreement, as amended by this Amendment, Agreement shall, to the extent permitted by applicable law, be amortized, prorated, allocated and spread throughout the full term of such indebtedness until payment in full so that the rate or amount of interest on account of such indebtedness does not exceed the maximum lawful rate permitted under applicable lawMaximum Rate. In determining whether or not the interest paid or payable under any specific contingency exceeds the maximum rate Maximum Rate of interest permitted by law, Borrower Borrowers and Lenders the Banks shall, to the maximum extent permitted under applicable law, (i) characterize any non-principal payment as an expense, fee or premium, rather than as interest; and (ii) exclude voluntary prepayments and the effect thereof; and (iii) compare the total amount of interest contracted for, charged or received with the total amount of interest which could be contracted for, charged or received throughout the entire contemplated term of the Notes at the Maximum Rate. For purposes of Section 303 of the Texas Finance Code, to the extent applicable to any Lender or Agent, Borrowers agree that the Maximum Rate shall be the "weekly ceiling" as defined in said Chapter, provided that such Lender or Agent, as applicable, may also rely, to the extent permitted by applicable laws of the State of Texas and the United States of America, on alternative maximum lawful rate rates of interest under the Texas Finance Code or other laws applicable lawto such Lender or Agent from time to time if greater.

Maximum Interest Rate. Regardless of any provisions contained in this Amendment Agreement or in any other Loan Documentsdocuments and instruments referred to herein, the Lenders shall never be deemed to have contracted for or be entitled to receive, collect or apply as interest on the Notes or otherwise any amount in excess of the maximum rate of interest permitted to be charged by applicable lawMaximum Rate, and if in the event Lenders ever receivereceives, collect collects or apply applies as interest any such excess, or of if an acceleration of the maturity of the Notes or if any prepayment by Borrower results in Borrower having paid any interest in excess of the maximum rateMaximum Rate, such amount which would be excessive interest shall be applied to the reduction of the unpaid principal balance of the Notes for which such excess was received, collected or applied, and, if the principal balances balance of the Notes are paid in full, any remaining excess shall forthwith be paid to Borrower. All sums paid or agreed to be paid to the Lenders for the use, forbearance or detention of the indebtedness evidenced by the Notes and/or the Credit Agreement, as amended by this Amendment, Agreement shall, to the extent permitted by applicable law, be amortized, prorated, allocated and spread throughout the full term of such indebtedness until payment in full so that the rate or amount of interest on account of such indebtedness does not exceed the maximum lawful rate permitted under applicable lawMaximum Rate. In determining whether or not the interest paid or payable under any specific contingency exceeds the maximum rate Maximum Rate of interest permitted by law, Borrower and the Lenders shall, to the maximum extent permitted under applicable law, (i) characterize any non-principal payment as an expense, fee or premium, rather than as interest; and (ii) exclude voluntary prepayments and the effect thereof; and (iii) compare the total amount of interest contracted for, charged or received with the total amount of interest which could be contracted for, charged or received throughout the entire contemplated term of the Notes at the maximum lawful rate under applicable lawMaximum Rate.

Maximum Interest Rate. Regardless of any provisions contained in this Amendment Agreement or in any other Loan Documents, Lenders Bank shall never be deemed to have contracted for or be entitled to receive, collect or apply as interest on the Notes or otherwise any amount in excess of the maximum rate of interest permitted to be charged by applicable law, and if Lenders Bank ever receivereceives, collect collects or apply applies as interest any such excess, or if acceleration of the maturity of the Notes or if any prepayment by Borrower results in Borrower having paid any interest in excess of the maximum rate, such amount which would be excessive interest shall be applied to the reduction of the unpaid principal balance of the Notes for which such excess was received, collected or applied, and, if the principal balances of Notes are paid in full, any remaining excess shall forthwith be paid to Borrower. All sums paid or agreed to be paid to Lenders Bank for the use, forbearance or detention of the indebtedness evidenced by the Notes and/or the Credit Agreement, as amended by this Amendment, Agreement shall, to the extent permitted by applicable law, be amortized, prorated, allocated and spread throughout the full term of such indebtedness until payment in full so that the rate or amount of interest on account of such indebtedness does not exceed the maximum lawful rate permitted under applicable law. In determining whether or not the interest paid or payable under any specific contingency exceeds the maximum rate of interest permitted by law, Borrower and Lenders Bank shall, to the maximum extent permitted under applicable law, (i) characterize any non-non- principal payment as an expense, fee or premium, rather than as interest; and (ii) exclude voluntary prepayments and the effect thereof; and (iii) compare the total amount of interest contracted for, charged or received with the total amount of interest which could be contracted for, charged or received throughout the entire contemplated term of the Notes at the maximum lawful rate under applicable law.

Maximum Interest Rate. Regardless No provision of any provisions contained in this Amendment Loan Document shall require the payment or in any other Loan Documents, Lenders shall never be deemed to have contracted for or be entitled to receive, collect or apply as interest on the Notes or otherwise any amount in excess collection of the maximum rate of interest permitted to be charged by applicable law, and if Lenders ever receive, collect or apply as interest any such excess, or if acceleration of the maturity of the Notes or if any prepayment by Borrower results in Borrower having paid any interest in excess of the maximum ratepermitted by applicable law. If any excess of interest in such respect is hereby provided for, or shall be adjudicated to be so provided, in any Loan Document or otherwise in connection with this loan transaction, the provisions of this Section shall govern and prevail and neither Parent nor the THIRD AMENDED AND RESTATED LOAN AGREEMENT, Page 62 62 sureties, guarantors, successors, or assigns of Parent shall be obligated to pay the excess amount of such interest or any other excess sum paid for the use, forbearance, or detention of sums loaned pursuant hereto. In the event any Bank ever receives, collects, or applies as interest any such sum, such amount which would be excessive interest in excess of the maximum amount permitted by applicable law shall be applied to the as a payment and reduction of the unpaid principal balance of the Notes for which such excess was received, collected or applied, indebtedness evidenced by its Note and, if the principal balances of Notes are its Note has been paid in full, any remaining excess shall forthwith be paid to Borrower. All sums paid or agreed to be paid to Lenders for the use, forbearance or detention of the indebtedness evidenced by the Notes and/or the Credit Agreement, as amended by this Amendment, shall, to the extent permitted by applicable law, be amortized, prorated, allocated and spread throughout the full term of such indebtedness until payment in full so that the rate or amount of interest on account of such indebtedness does not exceed the maximum lawful rate permitted under applicable lawParent. In determining whether or not the interest paid or payable under any specific contingency exceeds the maximum rate of interest permitted by lawMaximum Rate, Borrower Parent and Lenders each Bank shall, to the maximum extent permitted under by applicable law, (i) characterize any non-principal nonprincipal payment as an expense, fee fee, or premium, premium rather than as interest; and , (ii) exclude voluntary prepayments and the effect effects thereof; , and (iii) compare amortize, prorate, allocate, and spread in equal or unequal parts the total amount amounts of interest contracted for, charged or received with the total amount of interest which could be contracted for, charged or received throughout the entire contemplated term of the Notes at indebtedness evidenced by its Note so that interest for the maximum lawful rate under applicable lawentire term does not exceed the Maximum Rate.

Maximum Interest Rate. Regardless of any provisions contained in this Amendment Agreement or in any other Loan Documentsdocuments and instruments referred to herein, Lenders the Banks shall never be deemed to have contracted for or be entitled to receive, collect or apply as interest on the Notes or otherwise any amount in excess of the maximum rate of interest permitted to be charged by applicable law, Maximum Rate and if Lenders in the event the Banks ever receive, collect or apply as interest any such excess, or if an acceleration of the maturity of the Notes or if any prepayment by Borrower results in Borrower having paid any interest in excess of the maximum rateMaximum Rate, such amount which would be excessive interest shall be applied to the reduction of the unpaid principal balance of the Notes for which such excess was received, collected or applied, and, if the principal balances balance of such Notes are is paid in full, any remaining excess shall forthwith be paid to Borrower. All sums paid or agreed to be paid to Lenders the Banks for the use, forbearance or detention of the indebtedness evidenced by the Notes and/or the Credit Agreement, as amended by this Amendment, Agreement shall, to the extent permitted by applicable law, be amortized, prorated, allocated and spread throughout the full term of such indebtedness until payment in full so that the rate or amount of interest on account of such indebtedness does not exceed the maximum lawful rate permitted under applicable lawMaximum Rate. In determining whether or not the interest paid or payable under any specific contingency exceeds the maximum rate of interest permitted by lawMaximum Rate, Borrower and Lenders the Banks shall, to the maximum extent permitted under applicable law, (i) characterize any non-principal payment as an expense, fee or premium, rather than as interest; and (ii) exclude voluntary prepayments and the effect thereof; and (iii) compare the total amount of interest contracted for, charged or received with the total amount of interest which could be contracted for, charged or received throughout the entire contemplated term of the Notes at the Maximum Rate. For purposes of Section 303 of the Texas Finance Code, to the extent applicable to any Bank or Agent, Borrowers agree that the Maximum Rate (as defined herein) shall be the "weekly ceiling" as defined in said Chapter, provided that such Lender or Agent, as applicable, may also rely, to the extent permitted by applicable laws of the State of Texas and the United States of America, on alternative maximum lawful rate rates of interest under the Texas Finance Code or other laws applicable lawto such Bank or Agent from time to time if greater.

Maximum Interest Rate. Regardless No provision of this Agreement or of any provisions contained other Loan Documents shall require the payment or the collection of interest (including all fees, charges and other amounts which are treated as interest) in this Amendment excess of the Maximum Rate. If any excess of interest in such respect is hereby provided for, or shall be adjudicated to be so provided, in any other Loan Documents, Lenders shall never be deemed to have contracted for or be entitled to receive, collect or apply as interest on the Notes Documents or otherwise in connection with this loan transaction, the provisions of this Section shall govern and prevail and neither Borrower nor the sureties, guarantors, successors, or assigns of Borrower shall be obligated to pay the excess amount of such interest or any amount in other excess sum paid for the use, forbearance, or detention of sums loaned pursuant hereto. In the maximum rate of interest permitted to be charged by applicable lawevent Agent, and if Lenders Issuing Bank or any Lender ever receivereceives, collect collects, or apply applies as interest any such excess, or if acceleration of the maturity of the Notes or if any prepayment by Borrower results in Borrower having paid any interest in excess of the maximum ratesum, such amount which would be excessive interest in excess of the maximum amount permitted by applicable law shall be applied to the as a payment and reduction of the unpaid principal balance of the Notes for which such excess was received, collected or applied, indebtedness evidenced by the Notes; and, if the principal balances of the Notes are have been paid in full, any remaining excess shall forthwith be paid to Borrower. All sums In determining whether or not the interest paid or agreed to be paid to payable exceeds the Maximum Rate, Borrower and Agent, Issuing Bank and Lenders for the use, forbearance or detention of the indebtedness evidenced by the Notes and/or the Credit Agreement, as amended by this Amendment, shall, to the extent permitted by applicable law, be amortized, prorated, allocated and spread throughout the full term of such indebtedness until payment in full so that the rate or amount of interest on account of such indebtedness does not exceed the maximum lawful rate permitted under applicable law. In determining whether or not the interest paid or payable under any specific contingency exceeds the maximum rate of interest permitted by law, Borrower and Lenders shall, to the maximum extent permitted under applicable law, (ia) characterize any non-principal payment as an expense, fee fee, or premium, premium rather than as interest; and , (iib) exclude voluntary prepayments and the effect effects thereof; , and (iiic) compare amortize, prorate, allocate, and spread in equal or unequal parts the total amount of interest contracted for, charged or received with the total amount of interest which could be contracted for, charged or received throughout the entire contemplated term of the indebtedness evidenced by the Notes at so that interest for the maximum lawful rate under applicable lawentire term does not exceed the Maximum Rate.

Maximum Interest Rate. Regardless of any provisions contained in this Amendment Agreement or in any other Loan Documentsdocuments and instruments referred to herein, the Lenders shall never be deemed to have contracted for or be entitled to receive, collect or apply as interest on the Notes or otherwise any amount in excess of the maximum rate of interest permitted to be charged by applicable lawMaximum Rate, and if Lenders in the event any Lender ever receivereceives, collect collects or apply applies as interest any such excess, or of if an acceleration of the maturity maturities of the any Notes or if any prepayment by Borrower results in Borrower having paid any interest in excess of the maximum rateMaximum Rate, such amount which would be excessive interest shall be applied to the reduction of the unpaid principal balance of the Notes for which such excess was received, collected or applied, and, if the principal balances balance of Notes are such Note is paid in full, any remaining excess shall forthwith be paid to Borrower. All sums paid or agreed to be paid to the Lenders for the use, forbearance or detention of the indebtedness evidenced by the Notes and/or the Credit Agreement, as amended by this Amendment, Agreement shall, to the extent permitted by applicable law, be amortized, prorated, allocated and spread throughout the full term of such indebtedness until payment in full so that the rate or amount of interest on account of such indebtedness does not exceed the maximum lawful rate permitted under applicable lawMaximum Rate. In determining whether or not the interest paid or payable under any specific contingency exceeds the maximum rate Maximum Rate of interest permitted by law, Borrower and the Lenders shall, to the maximum extent permitted under applicable law, (i) characterize any non-principal payment as an expense, fee or premium, rather than as interest; and (ii) exclude voluntary prepayments and the effect thereof; and (iii) compare the total amount of interest contracted for, charged or received with the total amount of interest which could be contracted for, charged or received throughout the entire contemplated term of the Notes Note at the maximum lawful rate under applicable lawMaximum Rate.

Maximum Interest Rate. Regardless of any provisions (a) Nothing contained in this Amendment Agreement or in any other Loan Documents, Lenders shall never be deemed to have contracted for or be entitled to receive, collect or apply as interest on the Notes or otherwise any amount in excess of shall require the Company to pay interest at a rate exceeding the maximum rate of interest permitted to be charged without penalty by applicable law, . Each provision in the Financing Documents and if Lenders ever receive, collect or apply as interest any such excessother agreement executed in connection herewith is expressly limited so that in no event whatsoever shall the amount paid thereunder, or if acceleration of otherwise paid, by the maturity of the Notes or if any prepayment by Borrower results in Borrower having paid any interest in excess of the maximum rate, such amount which would be excessive interest shall be applied to the reduction of the unpaid principal balance of the Notes for which such excess was received, collected or applied, and, if the principal balances of Notes are paid in full, any remaining excess shall forthwith be paid to Borrower. All sums paid or agreed to be paid to Lenders Company for the use, forbearance or detention of the indebtedness evidenced by the Notes and/or the Credit money to be loaned under this Agreement, as amended by this Amendment, shall, to the extent permitted by applicable law, be amortized, prorated, allocated and spread throughout the full term of such indebtedness until payment in full so exceed that the rate or amount of money which would cause the effective rate of interest on account of such indebtedness does not thereon to exceed the maximum lawful rate permitted under applicable law. In determining whether or not the interest paid or payable under any specific contingency exceeds the maximum rate of interest permitted by law, Borrower and Lenders shall, to the maximum extent permitted without penalty under applicable law, and all amounts payable under the Financing Documents or any other agreement executed in connection herewith, or otherwise payable in connection therewith, shall be subject to reduction so that such amounts paid or payable for the use, forbearance or detention of money to be loaned under this Agreement shall not exceed that amount of money which would cause the effective rate of interest thereon to exceed the maximum rate of interest permitted without penalty under applicable law. (ib) characterize If the amount of interest payable for the account of any non-principal Bank on any interest payment as an expensedate in respect of the immediately preceding interest computation period, fee or premiumcomputed pursuant to Section 2.07, rather than as interest; and would exceed the maximum amount permitted without penalty by applicable law to be charged by such Bank, the amount of interest payable for its account on such interest payment date shall be automatically reduced to such maximum permissible amount. (iic) exclude voluntary prepayments If the amount of interest payable for the account of any Bank in respect of any interest computation period is reduced pursuant to clause (b) of this Section and the effect thereofamount of interest payable for its account in respect of any subsequent interest computation period, computed pursuant to Section 2.07, would be less than the maximum amount permitted without penalty by applicable law to be charged by such Bank, then the amount of interest payable for its account in respect of such subsequent interest computation period shall be automatically increased to such maximum permissible amount; provided that at no time shall the aggregate amount by which interest paid for the account of any Bank has been increased pursuant to this clause (c) exceed the aggregate amount by which interest paid for its account has theretofore been reduced pursuant to clause (b) of this Section. (d) In the event that maturity of the Loans is accelerated for any reason, or in the event of any required or permitted prepayment of the Loans, then such consideration that constitutes interest payable for the account of any Bank shall never include more than the maximum amount allowed without penalty by applicable law to be charged by such Bank and excess interest, if any, payable for the account of such Bank pursuant to its Note, this Agreement or otherwise shall be cancelled automatically as of the date of such acceleration or prepayment and, if theretofore paid, shall be credited on the Loans of such Bank (iiior, to the extent in excess of such Loans, refunded by such Bank to the Company). (e) compare It is further agreed that, without limitation of the total amount foregoing, all calculations of the rate of interest contracted for, charged or received for the account of any Bank under the Note held by it, under this Agreement, under any other agreement executed in connection herewith or otherwise in connection with the total amount Loans or the Commitment of such Bank for the purpose of determining whether such rate exceeds the maximum nonusurious interest which could rate applicable to such Bank, shall be made, to the extent permitted by usury laws applicable to such Bank (now or hereafter enacted), by amortizing, prorating and spreading in equal parts during the period of the full stated terms of the Loans evidenced by such Note all interest at any time contracted for, charged or received throughout by such Bank in connection therewith. (f) To the entire contemplated term extent that any Bank may be subject to Texas law limiting the amount of interest payable for its account, such Bank shall utilize the weekly ceiling as provided for in Chapter 303 of the Notes at Texas Finance Code and in Article 5069-1D.002 of the maximum lawful Revised Civil Statutes, in each case as amended (formerly known as the indicated (weekly) rate under applicable lawceiling in Article 5069-1.04 of the Revised Civil Statutes of Texas).

Maximum Interest Rate. Regardless No provision of any provisions contained in this Amendment Agreement or in any other Loan Documents, Lenders Document shall never be deemed to have contracted for require the payment or be entitled to receive, collect or apply as interest on the Notes or otherwise any amount in excess collection of the maximum rate of interest permitted to be charged by applicable law, and if Lenders ever receive, collect or apply as interest any such excess, or if acceleration of the maturity of the Notes or if any prepayment by Borrower results in Borrower having paid any interest in excess of the maximum rateamount permitted by applicable law. If any excess of interest in such respect is hereby provided for, or shall be adjudicated to be so provided, in any Loan Document or otherwise in connection with this loan transaction, the provisions of this Section shall govern and prevail and neither the Borrower nor the sureties, guarantors, successors, or assigns of the Borrower shall be obligated to pay the excess amount of such interest or any other excess sum paid for the use, forbearance, or detention of sums loaned pursuant hereto. In the event any of the Agent, the Issuing Bank or the Banks ever receives, collects, or applies as interest any such sum, such amount which would be excessive interest in excess of the maximum amount permitted by applicable law shall be applied to the as a payment and reduction of the unpaid principal balance of the Notes for which such excess was received, collected or applied, indebtedness evidenced by the Revolving Credit Notes; and, if the principal balances of the Revolving Credit Notes are has been paid in full, any remaining excess shall forthwith be paid to the Borrower. All sums paid or agreed to be paid to Lenders for the use, forbearance or detention of the indebtedness evidenced by the Notes and/or the Credit Agreement, as amended by this Amendment, shall, to the extent permitted by applicable law, be amortized, prorated, allocated and spread throughout the full term of such indebtedness until payment in full so that the rate or amount of interest on account of such indebtedness does not exceed the maximum lawful rate permitted under applicable law. In determining whether or not the interest paid or payable under any specific contingency exceeds the maximum rate of interest permitted by lawMaximum Rate, the Borrower and Lenders the Agent, the Issuing Bank and the Banks shall, to the maximum extent permitted under by applicable law, (ia) characterize any non-principal payment as an expense, fee fee, or premium, premium rather than as interest; and , (iib) exclude voluntary prepayments and the effect effects thereof; , and (iiic) compare amortize, prorate, allocate, and spread in equal or unequal parts the total amount of interest contracted for, charged or received with the total amount of interest which could be contracted for, charged or received throughout the entire contemplated term of the indebtedness evidenced by the Revolving Credit Notes at so that interest for the maximum lawful rate under applicable lawentire term does not exceed the Maximum Rate.

Maximum Interest Rate. Regardless of any provisions contained in this Amendment Agreement or in any other Loan Documentsdocuments and instruments referred to herein, the Lenders shall never be deemed to have contracted for or be entitled to receive, collect or apply as interest on the Notes or otherwise any amount in excess of the maximum rate of interest permitted to be charged by applicable lawMaximum Rate, and if Lenders in the event any Lender ever receivereceives, collect collects or apply applies as interest any such excess, or if an acceleration of the maturity maturities of the any Notes or if any prepayment by Borrower Borrowers results in Borrower Borrowers having paid any interest in excess of the maximum rateMaximum Rate, such amount which would be excessive interest shall be applied to the reduction of the unpaid principal balance of the Notes for which such excess was received, collected or applied, and, if the principal balances balance of Notes are such Note is paid in full, any remaining excess shall forthwith be paid to BorrowerBorrowers. All sums paid or agreed to be paid to the Lenders for the use, forbearance or detention of the indebtedness Obligations evidenced by the Notes and/or the Credit Agreement, as amended by this Amendment, Agreement shall, to the extent permitted by applicable law, be amortized, prorated, allocated and spread throughout the full term of such indebtedness Obligations until payment in full so that the rate or amount of interest on account of such indebtedness Obligations does not exceed the maximum lawful rate permitted under applicable lawMaximum Rate. In determining whether or not the interest paid or payable under any specific contingency exceeds the maximum rate Maximum Rate of interest permitted by law, Borrower Borrowers and the Lenders shall, to the maximum extent permitted under applicable law, (i) characterize any non-principal payment as an expense, fee or premium, rather than as interest; and (ii) exclude voluntary prepayments and the effect thereof; and (iii) compare the total amount of interest contracted for, charged or received with the total amount of interest which could be contracted for, charged or received throughout the entire contemplated term of the Notes Note at the Maximum Rate. For purposes of Section 303 of the Texas Finance Code, to the extent applicable to any Lender or Agent, Borrowers agree that the Maximum Rate shall be the "weekly ceiling" as defined in said Chapter, provided that such Lender or Agent, as applicable, may also rely, to the extent permitted by applicable laws of the State of Texas and the United States of America, on alternative maximum lawful rate rates of interest under the Texas Finance Code or other laws applicable lawto such Lender or Agent from time to time if greater (the "Maximum Rate").

Maximum Interest Rate. Regardless (a) It is the intention of the parties hereto to comply with applicable usury laws, if any; accordingly, notwithstanding any provisions contained provision to the contrary in this Amendment Loan Agreement, the Note or in any of the other Loan Documents, Lenders shall never be deemed to have contracted for or be entitled to receive, collect or apply as interest on Documents securing the Notes payment hereof or otherwise relating hereto, in no event shall this Loan Agreement, the Note or such other Loan Documents require or permit the payment, taking, reserving, receiving, collection, or charging of any sums constituting interest under applicable laws which exceed the maximum amount permitted by such laws. If any such excess interest is called for, contracted for, charged, taken, reserved, or received in connection with the loans evidenced by the Note or in any of the Loan Documents securing the (i) the provisions of this paragraph shall govern and control, (ii) neither the Company nor any other Person or entity now or hereafter liable for the payment of the Note shall be obligated to pay the amount of such interest to the extent such interest is in excess of the maximum rate amount of interest permitted to be charged by applicable lawusury laws, and if Lenders ever receive, collect or apply as interest (iii) any such excess, excess which is or if acceleration of the maturity of the Notes or if any prepayment by Borrower results in Borrower having paid any interest in excess of the maximum rate, such amount which would be excessive interest has been received notwithstanding this paragraph shall be applied to credited against the reduction of the then unpaid principal balance of the Notes for which such excess was received, collected or applied, andNote or, if the principal balances of Notes are Note has been or would be paid in full, refunded to the Company, and (iv) the provisions of this Loan Agreement, the Note and the other Loan Documents securing the payment thereof and otherwise relating thereto, and any remaining communication to the Company, shall immediately be deemed reformed and such excess shall forthwith be paid interest reduced, without the necessity of executing any other document, to Borrowerthe maximum lawful rate allowed under applicable laws as now or hereafter construed by courts having jurisdiction hereof or thereof. All sums paid Without limiting the foregoing, all calculations of the rate of the interest contracted for, charged, collected, taken, reserved, or agreed to be paid to Lenders received in connection with the Note or this Loan Agreement which are made for the use, forbearance or detention purpose of determining whether such rate exceeds the indebtedness evidenced by the Notes and/or the Credit Agreement, as amended by this Amendment, shall, maximum lawful rate shall be made to the extent permitted by applicable lawlaws by amortizing, be amortizedprorating, prorated, allocated allocating and spread throughout spreading during the period of the full term of such indebtedness until payment the loans, including all prior and subsequent renewals and extensions, all interest at any time contracted for, charged, taken, collected, reserved, or received. The terms of this paragraph shall be deemed to be incorporated in full so every document and communication relating to the Note, the loans or any other Loan Document. (b) Texas Finance Code, Chapter 346 (formerly Tex. Rev. Civ. Stat., Title 79, Chapter 15), which regulates certain revolving loan accounts and revolving triparty accounts, shall not apply to any revolving loan accounts created under the Note, this Loan Agreement or the other Loan Documents or maintained in connection therewith. (c) To the extent that the interest rate or amount laws of the State of Texas are applicable to the Loans, the applicable interest on account of such indebtedness does not exceed rate ceiling is the maximum lawful weekly ceiling (formerly the indicated rate permitted under applicable lawceiling) determined in accordance with Tex. In determining whether or not the interest paid or payable under any specific contingency exceeds the maximum rate of interest permitted by lawRev. Civ. Stat., Borrower and Lenders shallTitle 79, Article 5069-1D.003, also codified at Texas Finance Code, Section 303.301 (formerly Article 5069-1.01(a)(1)), and, to the maximum extent permitted under applicable lawthat this Loan Agreement, the Note or any other Loan Document is deemed an open end account as such term is defined in Tex. Rev. Civ. Stat., Title 79, Article 5069-1B.002(14), also codified at Texas Finance Code Section 3.01.001(3) (i) characterize any nonformerly Article 5069-principal payment as an expense1.01(f)), fee or premium, rather than as interest; and (ii) exclude voluntary prepayments and the effect thereof; and (iii) compare Payee retains the total amount of right to modify the interest contracted for, charged or received rate in accordance with the total amount of interest which could be contracted for, charged or received throughout the entire contemplated term of the Notes at the maximum lawful rate under applicable law."

Maximum Interest Rate. Regardless of any provisions contained in this Amendment Agreement or in any other Loan Documentsdocuments and instruments referred to herein, Lenders the Banks shall never be deemed to have contracted for or be entitled to receive, collect or apply as interest on the Notes or otherwise any amount in excess of the maximum rate of interest permitted to be charged by applicable law, Maximum Rate and if Lenders in the event the Banks ever receive, collect or apply as interest any such excess, or if an acceleration of the maturity of the Notes or if any prepayment by Borrower results in Borrower having paid any interest in excess of the maximum rateMaximum Rate, such amount which would be excessive interest shall be applied to the reduction of the unpaid principal balance of the Notes for which such excess was received, collected or applied, and, if the principal balances balance of such Notes are is paid in full, any remaining excess shall forthwith be paid to Borrower. All sums paid or agreed to be paid to Lenders the Banks for the use, forbearance or detention of the indebtedness evidenced by the Notes and/or the Credit Agreement, as amended by this Amendment, Agreement shall, to the extent permitted by applicable law, be amortized, prorated, allocated and spread throughout the full term of such indebtedness until payment in full so that the rate or amount of interest on account of such indebtedness does not exceed the maximum lawful rate permitted under applicable lawMaximum Rate. In determining whether or not the interest paid or payable under any specific contingency exceeds the maximum rate of interest permitted by lawMaximum Rate, Borrower and Lenders the Banks shall, to the maximum extent permitted under applicable law, (i) characterize any non-principal payment as an expense, fee or premium, rather than as interest; and (ii) exclude voluntary prepayments and the effect thereof; and (iii) compare the total amount of interest contracted for, charged or received with the total amount of interest which could be contracted for, charged or received throughout the entire contemplated term of the Notes at the Maximum Rate. For purposes of Section 303 of the Texas Finance Code, to the extent applicable to any Bank or Agent, Borrowers agree that the Maximum Rate (as defined herein) shall be the “weekly ceiling” as defined in said Chapter, provided that such Lender or Agent, as applicable, may also rely, to the extent permitted by applicable laws of the State of Texas and the United States of America, on alternative maximum lawful rate rates of interest under the Texas Finance Code or other laws applicable lawto such Bank or Agent from time to time if greater.

Maximum Interest Rate. Regardless of any provisions contained in this Amendment Agreement or in any other Loan Documents, Lenders the Bank shall never be deemed to have contracted for or be entitled to receive, collect or apply as interest (whether termed interest in the Loan Documents or deemed to be interest by judicial determination or operation of law) on the Notes or otherwise any Loan, any amount in excess of the maximum rate of interest permitted to be charged by applicable law, and if Lenders ever receive, collect or apply as interest any such excess, or if acceleration provision of any Loan Document shall be interpreted to require the maturity payment of the Notes or if any prepayment by Borrower results in Borrower having paid any interest in excess of the maximum raterate allowed by applicable law, then such provision shall automatically be deemed amended to provide that the amount of interest payable shall be reduced so that the rate of interest is equal to the maximum rate allowed by law. If the Bank ever receives, collects or applies as interest any amount in excess of the maximum amount permitted by law, such amount which would be excessive interest excess shall be applied deemed to the reduction be a partial prepayment of the unpaid principal balance of the Notes for which such excess was received, collected or appliedand treated hereunder as such, and, if the principal balances balance of Notes are the applicable obligation has been or is thereby paid in full, any remaining excess shall forthwith be paid to Borrower. All sums paid or agreed to be paid to Lenders for the use, forbearance or detention of the indebtedness evidenced by the Notes and/or the Credit Agreement, as amended by this Amendment, shall, to the extent permitted by applicable law, be amortized, prorated, allocated and spread throughout the full term of such indebtedness until payment in full so that the rate or amount of interest on account of such indebtedness does not exceed the maximum lawful rate permitted under applicable law. In determining whether or not the interest paid or payable under any specific contingency exceeds the maximum rate of interest permitted by lawhighest lawful rate, Borrower and Lenders Bank shall, to the maximum extent permitted under applicable law, (i) characterize any non-principal payment (other than payments which are expressly designated as interest payments hereunder) as an expense, fee fee, or premium, rather than as interest; and , (ii) exclude voluntary prepayments and the effect thereof; , and (iii) compare spread the total amount of interest contracted for, charged or received with the total amount of interest which could be contracted for, charged or received throughout the entire contemplated term of the Notes at applicable obligation so that the maximum lawful interest rate under applicable lawis uniform throughout such term.

Maximum Interest Rate. Regardless Borrower acknowledges and agrees that 12 U.S.C. section 2205 provides that institutions of the Farm Credit System are not subject to any provisions contained interest rate limitation imposed by any state constitution or statute or other laws, and that any such limitations are preempted, and that therefore interest owing under the Notes, to the extent funded by an institution of the Farm Credit System, is not subject to any ceiling. Nonetheless, in this Amendment the event it is ever determined by a court of competent jurisdiction that interest owing on the Notes, or in some of them, is subject to any limitations imposed by the laws of the State of Colorado or Texas or any other Loan Documentsjurisdiction, Lenders it is the intent of Borrower, and the Syndication Parties to, notwithstanding the provisions of Section 4.1 hereof, at all times comply with the applicable usury laws relating to this Credit Agreement or the Notes now or hereafter in effect including, without limitation, Title 4 of the Texas Finance Code and any subsequent revisions or judicial interpretations thereof if, and to the extent, determined by a court to be applicable to the Notes. It is agreed that the aggregate of all interest and other charges constituting interest, or adjudicated as constituting interest, and contracted for, chargeable, or receivable in connection with the Notes shall never be deemed under no circumstances exceed the maximum nonusurious amount of interest permitted by applicable law. If the applicable laws are ever revised or judicially interpreted so as to have contracted render usurious any amount called for under this Credit Agreement or be entitled to receive, collect or apply as interest on the Notes or otherwise any amount in excess of contracted for, charged, chargeable, received or receivable with respect to this Credit Agreement or the maximum rate of interest permitted to be charged by applicable law, and if Lenders ever receive, collect or apply as interest any such excessNotes, or if acceleration the exercise of the option to accelerate the maturity of the Notes Notes, or if any prepayment by Borrower payment, results in Borrower having paid any interest on one or more of the Notes in excess of the maximum ratethat permitted by applicable law, any such amount which would be excessive interest construction shall be applied subject to the reduction provisions of this Section and, to the unpaid extent permitted by applicable law all excess amounts collected on such Notes shall be credited on the principal balance of the such Notes for which such excess was received, collected or applied, and(or, if the principal balances of Notes are it has been paid in full, any remaining excess shall forthwith be paid refunded to Borrower), and those provisions shall immediately be deemed reformed and the amounts thereafter collectible will be reduced, without the necessity of the execution of any new documents, so as to comply with the then applicable law, but so as to permit the recovery of the fullest amount of interest otherwise lawfully called for under this Credit Agreement or the Notes. All In the event the maturity of any Note is accelerated, then earned interest may never include more than the maximum amount of interest permitted by applicable law from the date of each advance of the proceeds of such Note until paid. Specifically, but without in any way limiting the generality of the foregoing, if from any circumstances whatsoever fulfillment of any provision of this Credit Agreement or the Notes, at the time performance of such provision is due, would cause the interest contracted for, charged, chargeable, received or receivable with respect to this Credit Agreement or any of the Notes to exceed the amount permitted by applicable law, then ipso facto and notwithstanding anything to the contrary contained herein, Borrower shall only be required to pay interest on each such Note in an amount equal to the lesser of the amounts payable under this Credit Agreement and the maximum amount permitted by applicable law. In determining whether the amount of interest contracted for, charged, chargeable, received or receivable with respect to this Credit Agreement or any of the Notes would ever exceed the amount permitted by applicable law, all sums charged, paid or agreed to be paid to Lenders under this Credit Agreement for the use, forbearance forbearance, or detention of the indebtedness evidenced by of Borrower to the Notes Administrative Agent and/or the Credit Agreement, as amended by this Amendment, Syndication Parties shall, to the extent permitted by possible under applicable law, be amortized, prorated, allocated allocated, and spread throughout the full term of such indebtedness the Notes (including any renewal or extension), until payment in full so that full. The provisions of this Section control all agreements between the rate Administrative Agent and/or the Syndication Parties and Borrower relative to the Notes. In the event any interest is required to be credited to principal or amount refunded to Borrower with respect to some, but not all, of interest on the Notes, such adjustment shall be for the account of the Syndication Party which is the payee under such indebtedness does Note or Notes, and shall not exceed affect the maximum lawful rate permitted other Notes or the Syndication Parties which are the payees under applicable law. In determining whether or not the interest paid or payable under any specific contingency exceeds the maximum rate of interest permitted by law, Borrower and Lenders shall, to the maximum extent permitted under applicable law, (i) characterize any non-principal payment as an expense, fee or premium, rather than as interest; and (ii) exclude voluntary prepayments and the effect thereof; and (iii) compare the total amount of interest contracted for, charged or received with the total amount of interest which could be contracted for, charged or received throughout the entire contemplated term of the Notes at the maximum lawful rate under applicable lawsuch other Notes.

Maximum Interest Rate. Regardless of any provisions contained in this Amendment Agreement or in any other Loan Documentsdocuments and instruments referred to herein, Lenders the Banks shall never be deemed to have contracted for or be entitled to receive, collect or apply as interest on the Notes or otherwise any amount in excess of the maximum rate of interest permitted to be charged by applicable lawMaximum Rate, and if Lenders in the event any Bank ever receivereceives, collect collects or apply applies as interest any such excess, or if an acceleration of the maturity maturities of the any Notes or if any prepayment by Borrower results Borrowers result in Borrower Borrowers having paid any interest in excess of the maximum rateMaximum Rate, such amount which would be excessive interest shall be applied to the reduction of the unpaid principal balance of the Notes for which such excess was received, collected or applied, and, if the principal balances balance of Notes are such Note is paid in full, any remaining excess shall forthwith be paid to BorrowerBorrowers. All sums paid or agreed to be paid to Lenders the Banks for the use, forbearance or detention of the indebtedness evidenced by the Notes and/or the Credit Agreement, as amended by this Amendment, Agreement shall, to the extent permitted by applicable law, be amortized, prorated, allocated and spread throughout the full term of such indebtedness until payment in full so that the rate or amount of interest on account of such indebtedness does not exceed the maximum lawful rate permitted under applicable lawMaximum Rate. In determining whether or not the interest paid or payable under any specific contingency exceeds the maximum rate Maximum Rate of interest permitted by law, Borrower Borrowers and Lenders the Banks shall, to the maximum extent permitted under applicable law, (i) characterize any non-principal payment as an expense, fee or premium, rather than as interest; and (ii) exclude voluntary prepayments and the effect thereof; and (iii) compare the total amount of interest contracted for, charged or received with the total amount of interest which could be contracted for, charged or received throughout the entire contemplated term of the Notes at the maximum lawful rate under applicable lawMaximum Rate.

Maximum Interest Rate. Regardless of The parties hereto intend to comply with any applicable usury laws and, accordingly, agree that, any provisions contained in this Amendment Agreement to the contrary notwithstanding, this Agreement (including any Schedule A or note related hereto) shall in any other Loan Documents, Lenders shall never be deemed to have contracted for no event require the payment or be entitled to receive, collect permit the collection of interest or apply as interest on the Notes or otherwise any amount in the nature of interest or fees (collectively “Interest Amount”) in excess of the maximum rate amount permitted by applicable law as now or hereafter construed by a court of competent jurisdiction. If any such excess Interest Amount is contracted for, charged or received pursuant to this Agreement, or if all of the principal balance under this Agreement shall be prepaid, so that under any of such circumstances the Interest Amount contracted for, charged or received shall exceed the maximum amount of interest permitted to be charged by applicable lawlaw as so construed, and if Lenders ever receive, collect or apply as interest then in such event any such excessexcess which may have been collected shall, or if acceleration of the maturity of the Notes or if any prepayment by Borrower results in Borrower having paid any interest in excess of the maximum rateat Lender’s option, such amount which would either be excessive interest shall be applied credited to the reduction of the unpaid principal balance of the Notes for which such excess was receivedloan as a prepayment of principal, collected without any prepayment fee, or appliedrefunded to Debtor, and, if and the principal balances of Notes are paid in full, any remaining excess effective interest rate (taking into account all Interest Amounts) shall forthwith automatically be paid reduced to Borrower. All sums paid or agreed to be paid to Lenders for the use, forbearance or detention of the indebtedness evidenced by the Notes and/or the Credit Agreement, as amended by this Amendment, shall, to the extent permitted by applicable law, be amortized, prorated, allocated and spread throughout the full term of such indebtedness until payment in full so that the rate or amount of interest on account of such indebtedness does not exceed the maximum lawful rate permitted allowed under applicable lawlaw as now or hereafter construed by a court of competent jurisdiction. In determining whether or not Without limiting the foregoing, all calculations of the interest paid or payable under any specific contingency exceeds the maximum rate of interest permitted by law, Borrower and Lenders shall, to the maximum extent permitted under applicable law, (itaking into account all Interest Amounts) characterize any non-principal payment as an expense, fee or premium, rather than as interest; and (ii) exclude voluntary prepayments and the effect thereof; and (iii) compare the total amount of interest contracted for, charged or received with respect to this Agreement which are made for the total amount purpose of interest which could determining whether such rate exceeds the maximum lawful rate, shall be made, to the fullest extent permitted by applicable law, by amortizing, prorating, allocating and spreading in equal parts during the period of the full stated term of the indebtedness, all Interest Amounts at any time contracted for, charged to or received throughout the entire contemplated term of the Notes at the maximum lawful rate under applicable lawfrom Debtor in connection with such indebtedness.

Maximum Interest Rate. Regardless of any provisions contained in this Amendment Agreement or in any other Loan Documentsdocuments and instruments referred to herein, the Lenders shall never be deemed to have contracted for or be entitled to receive, collect or apply as interest on the Notes or otherwise any amount in excess of the maximum rate of interest permitted to be charged by applicable lawMaximum Rate, and if Lenders in the event any Lender ever receivereceives, collect collects or apply applies as interest any such excess, or if an acceleration of the maturity maturities of the any Notes or if any prepayment by Borrower the Borrowers results in Borrower the Borrowers having paid any interest in excess of the maximum rateMaximum Rate, such amount which would be excessive interest shall be applied to the reduction of the unpaid principal balance of the Notes for which such excess was received, collected or applied, and, if the principal balances balance of Notes are such Note is paid in full, any remaining excess shall forthwith be paid to Borrowerthe Borrowers. All sums paid or agreed to be paid to the Lenders for the use, forbearance or detention of the indebtedness evidenced by the Notes and/or the Credit Agreement, as amended by this Amendment, Agreement shall, to the extent permitted by applicable law, be amortized, prorated, allocated and spread throughout the full term of such indebtedness until payment in full so that the rate or amount of interest on account of such indebtedness does not exceed the maximum lawful rate permitted under applicable lawMaximum Rate. In determining whether or not the interest paid or payable under any specific contingency exceeds the maximum rate Maximum Rate of interest permitted by law, Borrower the Borrowers and the Lenders shall, to the maximum extent permitted under applicable law, (i) characterize any non-non- principal payment as an expense, fee or premium, rather than as interest; and (ii) exclude voluntary prepayments and the effect thereof; and (iii) compare the total amount of interest contracted for, charged or received with the total amount of interest which could be contracted for, charged or received throughout the entire contemplated term of the Notes at the maximum lawful rate under applicable law.and

Maximum Interest Rate. Regardless Notwithstanding any other provision of any provisions contained in this Amendment or in any other Loan DocumentsDocument, Lenders shall never be deemed to have contracted for or be entitled to receive, collect or apply as interest on the Notes indebtedness evidenced by any Loan Document is expressly limited so that in no contingency or otherwise any amount in excess of the maximum rate of interest permitted to be charged event whatsoever, whether by applicable law, and if Lenders ever receive, collect or apply as interest any such excess, or if acceleration of the maturity of any Loan Document or otherwise, shall the Notes interest contracted for, charged or if any prepayment received by Borrower results in Borrower having paid any interest in excess of the Lender exceed the maximum amount permissible under Applicable Law. If from any circumstances whatsoever fulfillment of any provisions of any Loan Document or of any other document evidencing, securing or pertaining the indebtedness evidenced hereby, at the time performance of such provision shall be due, shall involve transcending the limit of validity prescribed by law, then ipso facto, the obligations to be fulfilled shall be reduced to the limit of such validity, and if from any such circumstances the Lender shall ever receive anything of value as interest or deemed interest by Applicable Law under any Loan Document evidencing, securing or pertaining to the Indebtedness or otherwise an amount that would exceed the highest lawful rate, such amount which that would be excessive interest shall be applied to the reduction of the principal amount owing under the Loan Documents or on account of any indebtedness of the Borrower to the Lender, and not to the payment of interest, or if such excessive interest exceeds the unpaid principal balance of the Notes for which Indebtedness, such excess was received, collected or applied, and, if the principal balances of Notes are paid in full, any remaining excess shall forthwith be paid to Borrower. All sums paid or agreed to be paid to Lenders for the use, forbearance or detention of the indebtedness evidenced by the Notes and/or the Credit Agreement, as amended by this Amendment, shall, refunded to the extent permitted by applicable law, be amortized, prorated, allocated and spread throughout the full term of such indebtedness until payment in full so that the rate or amount of interest on account of such indebtedness does not exceed the maximum lawful rate permitted under applicable lawBorrower. In determining whether or not the interest paid or payable with respect to the Indebtedness, under any specific contingency contingency, exceeds the maximum rate of interest permitted by lawhighest lawful rate, the Borrower and Lenders the Lender shall, to the maximum extent permitted under applicable lawby Applicable Law, (ia) characterize any non-principal payment as an expense, fee or premium, premium rather than as interest; and , (iib) exclude voluntary prepayments and the effect effects thereof; , (c) amortize, prorate, allocate and (iii) compare spread the total amount of interest contracted for, charged or received with throughout the total amount full term of such indebtedness so that the actual rate of interest which could be contracted for, charged or received throughout the entire contemplated term on account of the Notes at such indebtedness does not exceed the maximum lawful amount permitted by Applicable Law, and/or (d) allocate interest between portions of such Indebtedness, to the end that no such portion shall bear interest at a rate under applicable lawgreater than that permitted by Applicable Law. The terms and provisions of this paragraph shall control and supersede every other conflicting provision of any Loan Document and all other agreements between the Borrower and the Lender.

Maximum Interest Rate. Regardless It is the intent of any the parties hereto that each of the Agent and the Banks (collectively, the "FINANCING PARTIES"), and Borrower in the execution, delivery and performance of all Loan Papers, 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 time in effect, including without limitation, usury Laws. In furtherance thereof, the Financing Parties and Borrower stipulate and agree that none of the terms and provisions contained in this Amendment in, or pertaining to, the Loan Papers 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 in any other Loan Documents, Lenders shall never be deemed to have contracted for or be entitled to receive, collect or apply as interest on the Notes or otherwise any an amount in excess of the Maximum Rate or maximum rate amount of interest permitted or allowed to be charged by applicable lawcontracted for, charged, received, taken or reserved under said Laws. For purposes of each Loan Paper, (i) 'interest' shall include the aggregate of all amounts which constitute or are deemed to constitute interest under the Laws of the State of Texas or, to the extent they may apply, the Laws of the United States of America, that are contracted for, chargeable, receivable (whether received or deemed to have been received), taken or reserved under each such document, and if Lenders (ii) all computations of the maximum amount of interest permitted or allowed under Applicable Law will be made on the basis of the actual number of days elapsed over a 365 or 366 day year, whichever is applicable. Neither Borrower nor any other person shall ever receive, collect or apply as be required to pay unearned interest any such excesson, or if acceleration of with respect to any of, the maturity of Loan Papers and shall never be required to pay interest on, or with respect to any of, the Notes Loan Papers at a rate or if any prepayment by Borrower results in Borrower having paid any interest an amount in excess of the Maximum Rate or maximum rate, such amount which would be excessive interest shall be applied to the reduction of the unpaid principal balance of the Notes for which such excess was received, collected or applied, and, if the principal balances of Notes are paid in full, any remaining excess shall forthwith be paid to Borrower. All sums paid or agreed to be paid to Lenders for the use, forbearance or detention of the indebtedness evidenced by the Notes and/or the Credit Agreement, as amended by this Amendment, shall, to the extent permitted by applicable law, be amortized, prorated, allocated and spread throughout the full term of such indebtedness until payment in full so that the rate or amount of interest on account of such indebtedness does not exceed the maximum lawful rate permitted under applicable law. In determining whether or not the interest paid or payable under any specific contingency exceeds the maximum rate of interest permitted by law, Borrower and Lenders shall, to the maximum extent permitted under applicable law, (i) characterize any non-principal payment as an expense, fee or premium, rather than as interest; and (ii) exclude voluntary prepayments and the effect thereof; and (iii) compare the total amount of interest that may be lawfully contracted for, charged charged, received, taken or received with the total amount of interest which could be contracted forreserved under Applicable Law, charged or received throughout the entire contemplated term of the Notes at the maximum lawful rate under applicable law.AND THE PROVISIONS OF THIS PARAGRAPH SHALL CONTROL OVER ALL OTHER PROVISIONS OF THE LOAN

Maximum Interest Rate. Regardless No provision of any provisions contained in this Amendment Agreement or in of --------------------- any other Loan Documents, Lenders Document shall never be deemed to have contracted for require the payment or be entitled to receive, collect or apply as interest on the Notes or otherwise any amount in excess collection of the maximum rate of interest permitted to be charged by applicable law, and if Lenders ever receive, collect or apply as interest any such excess, or if acceleration of the maturity of the Notes or if any prepayment by Borrower results in Borrower having paid any interest in excess of the maximum rateamount permitted by applicable law. If any excess of interest in such respect is hereby provided for, or shall be adjudicated to be so provided, in any Loan Document or otherwise in connection with this loan transaction, the provisions of this Section shall govern and prevail and neither the Borrower nor the sureties, guarantors, successors, or assigns of the Borrower shall be obligated to pay the excess amount of such interest or any other excess sum paid for the use, forbearance, or detention of sums loaned pursuant hereto. In the event any Lender ever receives, collects, or applies as interest any such sum, such amount which would be excessive interest in excess of the maximum amount permitted by applicable law shall be applied to the as a payment and reduction of the unpaid principal balance of the Notes for which such excess was received, collected or applied, indebtedness evidenced by the Notes; and, if the principal balances of the Notes are has been paid in full, any remaining excess shall forthwith be paid to the Borrower. All sums paid or agreed to be paid to Lenders for the use, forbearance or detention of the indebtedness evidenced by the Notes and/or the Credit Agreement, as amended by this Amendment, shall, to the extent permitted by applicable law, be amortized, prorated, allocated and spread throughout the full term of such indebtedness until payment in full so that the rate or amount of interest on account of such indebtedness does not exceed the maximum lawful rate permitted under applicable law. In determining whether or not the interest paid or payable under any specific contingency exceeds the maximum rate of interest permitted by lawMaximum Rate, the Borrower and Lenders each Lender shall, to the maximum extent permitted under by applicable law, (ia) characterize any non-principal payment as an expense, fee fee, or premium, premium rather than as interest; and , (iib) exclude voluntary prepayments and the effect effects thereof; , and (iiic) compare amortize, prorate, allocate, and spread in equal or unequal parts the total amount of interest contracted for, charged or received with the total amount of interest which could be contracted for, charged or received throughout the entire contemplated term of the indebtedness evidenced by the Notes at so that interest for the maximum lawful rate under applicable lawentire term does not exceed the Maximum Rate.

Maximum Interest Rate. Regardless No provision of any provisions contained in this Amendment Agreement or in any other Loan Documents, Lenders Document shall never be deemed to have contracted for require the payment or be entitled to receive, collect or apply as interest on the Notes or otherwise any amount in excess collection of the maximum rate of interest permitted to be charged by applicable law, and if Lenders ever receive, collect or apply as interest any such excess, or if acceleration of the maturity of the Notes or if any prepayment by Borrower results in Borrower having paid any interest in excess of the maximum rateamount permitted by applicable law. If any excess of interest in such respect is hereby provided for, or shall be adjudicated to be so provided, in any Loan Document or otherwise in connection with this loan transaction, the provisions of this Section shall govern and prevail and neither the Borrower nor the sureties, guarantors, successors, or assigns of the Borrower shall be obligated to pay the excess amount of such interest or any other excess sum paid for the use, forbearance, or detention of sums loaned pursuant hereto. In the event any of the Agent, the Issuing Bank or the Banks ever receives, collects, or applies as interest any such sum, such amount which would be excessive interest in excess of the maximum amount permitted by applicable law shall be applied to the as a payment and reduction of the unpaid principal balance of the indebtedness evidenced by the Revolving Credit Notes, the Term Loan Notes for which such excess was receivedor the Swing Line Note, collected or applied, as applicable; and, if the principal balances of the Revolving Credit Notes, the Term Loan Notes are and the Swing Line Note has been paid in full, any remaining excess shall forthwith be paid to the Borrower. All sums paid or agreed to be paid to Lenders for the use, forbearance or detention of the indebtedness evidenced by the Notes and/or the Credit Agreement, as amended by this Amendment, shall, to the extent permitted by applicable law, be amortized, prorated, allocated and spread throughout the full term of such indebtedness until payment in full so that the rate or amount of interest on account of such indebtedness does not exceed the maximum lawful rate permitted under applicable law. In determining whether or not the interest paid or payable under any specific contingency exceeds the maximum rate of interest permitted by lawMaximum Rate, the Borrower and Lenders the Agent, the Issuing Bank and the Banks shall, to the maximum extent permitted under by applicable law, (ia) characterize any non-principal payment as an expense, fee fee, or premium, premium rather than as interest; and , (iib) exclude voluntary prepayments and the effect effects thereof; and (iiic) compare amortize, prorate, allocate, and spread in equal or unequal parts the total amount of interest contracted for, charged or received with the total amount of interest which could be contracted for, charged or received throughout the entire contemplated term of the indebtedness evidenced by the Revolving Credit Notes, the Term Loan Notes at and the maximum lawful rate under applicable lawSwing Line Note so that interest for the entire term does not exceed the Maximum Rate.

Maximum Interest Rate. Regardless of any provisions contained in this Amendment Agreement or in any other Loan Documentsdocuments and instruments referred to herein, the Lenders shall never be deemed to have contracted for or be entitled to receive, collect or apply as interest on the Notes or otherwise any amount in excess of the maximum rate of interest permitted to be charged by applicable lawMaximum Rate, and if Lenders in the event any Lender ever receivereceives, collect collects or apply applies as interest any such excess, or if an acceleration of the maturity maturities of the any Notes or if any prepayment by the Borrower results in the Borrower having paid any interest in excess of the maximum rateMaximum Rate, such amount which would be excessive interest shall be applied to the reduction of the unpaid principal balance of the Notes for which such excess was received, collected or applied, and, if the principal balances balance of Notes are such Note is paid in full, any remaining excess shall forthwith be paid to the Borrower. All sums paid or agreed to be paid to the Lenders for the use, forbearance or detention of the indebtedness evidenced by the Notes and/or the Credit Agreement, as amended by this Amendment, Agreement shall, to the extent permitted by applicable law, be amortized, prorated, allocated and spread throughout the full term of such indebtedness until payment in full so that the rate or amount of interest on account of such indebtedness does not exceed the maximum lawful rate permitted under applicable lawMaximum Rate. In determining whether or not the interest paid or payable under any specific contingency exceeds the maximum rate Maximum Rate of interest permitted by law, the Borrower and the Lenders shall, to the maximum extent permitted under applicable law, (i) characterize any non-principal payment as an expense, fee or premium, rather than as interest; and (ii) exclude voluntary prepayments and the effect thereof; and (iii) compare the total amount of interest contracted for, charged or received with the total amount of interest which could be contracted for, charged or received throughout the entire contemplated term of the Notes Note at the Maximum Rate. For purposes of Section 303 of the Texas Finance Code, to the extent applicable to any Lender or Agent, Borrower agrees that the Maximum Rate shall be the “weekly ceiling” as defined in said Chapter, provided that such Lender or Agent, as applicable, may also rely, to the extent permitted by applicable laws of the State of Texas and the United States of America, on alternative maximum lawful rate rates of interest under the Texas Finance Code or other laws applicable lawto such Lender or Agent from time to time if greater. Chapter 346 of the Texas Finance Code does not apply to the Borrower’s obligations hereunder.

Maximum Interest Rate. Regardless of any provisions contained in this Amendment Agreement or in any other Loan Documentsdocuments and instruments referred to herein, the Lenders shall never be deemed to have contracted for or be entitled to receive, collect or apply as interest on the Notes or otherwise any amount in excess of the maximum rate of interest permitted to be charged by applicable lawMaximum Rate, and if Lenders in the event any Lender ever receivereceives, collect collects or apply applies as interest any such excess, or if an acceleration of the maturity maturities of the any Notes or if any prepayment by Borrower the Borrowers results in Borrower the Borrowers having paid any interest in excess of the maximum rateMaximum Rate, such amount which would be excessive interest shall be applied to the reduction of the unpaid principal balance of the Notes for which such excess was received, collected or applied, and, if the principal balances balance of Notes are such Note is paid in full, any remaining excess shall forthwith be paid to Borrowerthe Borrowers. All sums paid or agreed to be paid to the Lenders for the use, forbearance or detention of the indebtedness evidenced by the Notes and/or the Credit Agreement, as amended by this Amendment, Agreement shall, to the extent permitted by applicable law, be amortized, prorated, allocated and spread throughout the full term of such indebtedness until payment in full so that the rate or amount of interest on account of such indebtedness does not exceed the maximum lawful rate permitted under applicable lawMaximum Rate. In determining whether or not the interest paid or payable under any specific contingency exceeds the maximum rate Maximum Rate of interest permitted by law, Borrower the Borrowers and the Lenders shall, to the maximum extent permitted under applicable law, (i) characterize any non-principal payment as an expense, fee or premium, rather than as interest; and (ii) exclude voluntary prepayments and the effect thereof; and (iii) compare the total amount of interest contracted for, charged or received with the total amount of interest which could be contracted for, charged or received throughout the entire contemplated term of the Notes Note at the Maximum Rate. For purposes of Section 303 of the Texas Finance Code, to the extent applicable to any Lender or Agent, Borrowers agree that the Maximum Rate shall be the "weekly ceiling" as defined in said Chapter, provided that such Lender or Agent, as applicable, may also rely, to the extent permitted by applicable laws of the State of Texas and the United States of America, on alternative maximum lawful rate rates of interest under the Texas Finance Code or other laws applicable lawto such Lender or Agent from time to time if greater.

Maximum Interest Rate. Regardless It is expressly stipulated and agreed to be the intent of any provisions contained in this Amendment the Borrower and Lender at all times to comply with the applicable Texas law governing the maximum rate or amount of interest payable on or in connection with the Note (or applicable United States federal law to the extent that it permits Lender to contract for, charge, take, reserve, or receive a greater amount of interest than under Texas law). If the applicable law is ever judicially interpreted so as to render usurious any amount called for under the Note or under any other Loan Documents, Lenders shall never be deemed or contracted for, charged, taken, reserved, or received with respect to have contracted for or be entitled to receive, collect or apply as interest on the Notes or otherwise any amount in excess of the maximum rate of interest permitted to be charged by applicable law, and if Lenders ever receive, collect or apply as interest any such excessNote, or if acceleration of the maturity of the Notes Note or if any prepayment by the Borrower results in the Borrower having paid any interest in excess of that permitted by law, then it is the maximum rate, such amount which would Borrower's and Lender's express intent that all excess amounts theretofore collected by Lender be excessive interest shall be applied to credited on the reduction of the unpaid principal balance of the Notes for which such excess was received, collected or applied, andNote (or, if the principal balances of Notes are Note has been or would thereby be paid in full, refunded to the Borrower), and the provisions of the Note and the other Loan Documents immediately be deemed reformed and the amounts thereafter collectible under the Note reduced, without the necessity of the execution of any remaining excess shall forthwith be paid new document, so as to Borrowercomply with the applicable law, but so as to permit the recovery of the fullest amount otherwise called for under the Note. The right to accelerate the maturity of the Note does not include the right to accelerate any interest which has not otherwise accrued on the date of the acceleration, and Lender does not intend to collect any unearned interest in the event of acceleration. All sums paid or agreed to be paid to Lenders Lender for the use, forbearance forbearance, or detention of the indebtedness evidenced by the Notes and/or the Credit Agreement, as amended by this Amendment, Note shall, to the extent permitted by applicable law, be amortized, prorated, allocated allocated, and spread throughout the full term of such indebtedness until payment in full so that the rate or amount of interest on account of such indebtedness does not exceed the maximum lawful rate permitted under applicable law. In determining whether or not the interest paid or payable under any specific contingency exceeds the maximum rate of interest permitted by law, Borrower and Lenders shall, to the maximum extent permitted under applicable law, (i) characterize any non-principal payment as an expense, fee or premium, rather than as interest; and (ii) exclude voluntary prepayments and the effect thereof; and (iii) compare the total amount of interest contracted for, charged or received with the total amount of interest which could be contracted for, charged or received throughout the entire contemplated term of the Notes at the maximum lawful rate under applicable law.the

Maximum Interest Rate. Regardless of any provisions provision contained in this Amendment or in any other Loan Documentsherein, Lenders Payee shall never be deemed to have contracted for or be entitled to contract for, charge, take, reserve, receive, collect or apply apply, as interest on the Notes or otherwise this note any amount in excess of the maximum rate of interest permitted to be charged by applicable lawHighest Lawful Rate (as hereinafter defined). If Payee ever contracts for, and if Lenders ever receivecharges, collect takes, reserves, receives, or apply applies as interest any such excess, or if acceleration of the maturity of the Notes or if any prepayment by Borrower results in Borrower having paid any interest in excess of the maximum rate, such amount which would be excessive interest it shall be applied to the reduction deemed a partial prepayment of the unpaid principal balance of the Notes for which such excess was received, collected or applied, and treated hereunder as such; and, if the principal balances of Notes are hereof is paid in full, any remaining excess shall forthwith promptly be paid to Borrower. All sums paid or agreed to be paid to Lenders for the use, forbearance or detention of the indebtedness evidenced by the Notes and/or the Credit Agreement, as amended by this Amendment, shall, to the extent permitted by applicable law, be amortized, prorated, allocated and spread throughout the full term of such indebtedness until payment in full so that the rate or amount of interest on account of such indebtedness does not exceed the maximum lawful rate permitted under applicable lawMaker. In determining whether or not the interest paid or payable under any specific contingency exceeds the maximum rate of interest permitted by lawHighest Lawful Rate, Borrower Maker and Lenders Payee shall, to the maximum extent permitted under applicable lawLaw, (ia) characterize any non-principal payment as an expense, fee fee, or premium, premium rather than as interest; and , (iib) exclude voluntary prepayments and the effect effects thereof; , and (iiic) compare "spread" the total amount of interest contracted for, charged or received with the total amount of interest which could be contracted for, charged or received throughout the entire contemplated term hereof; provided that, if the principal hereof is paid in full prior to the end of the Notes at full contemplated term hereof, and if the interest received for the actual period of existence exceeds the Highest Lawful Rate, Payee shall refund the excess, and, in such event, Payee shall not be subject to any penalties provided by any Laws for contracting for, charging, taking, reserving, or receiving interest in excess of the Highest Lawful Rate. As used herein, the term "Highest Lawful Rate" means the maximum lawful rate of interest (or, if the context requires, an amount calculated at such rate) which Payee is allowed to contract for, charge, take, reserve, or receive under applicable lawfederal or state (whichever is higher) law from time to time in effect after biking into account, to the extent required by applicable federal or state (whichever is higher) law from time to time in effect, any and all relevant payments or charges under this note.

Maximum Interest Rate. Regardless of any provisions contained in this Amendment Agreement or in any other Loan Documentsdocuments and instruments referred to herein, Lenders the Banks shall never be deemed to have contracted for or be entitled to receive, collect or apply as interest on the Notes or otherwise any amount in excess of the maximum rate of interest permitted to be charged by applicable lawMaximum Rate, and if Lenders in the event any Bank ever receivereceives, collect collects or apply applies as interest any such excess, or of if an acceleration of the maturity maturities of the any Notes or if any prepayment by Borrower results result in Borrower having paid any interest in excess of the maximum rateMaximum Rate, such amount which would be excessive interest shall be applied to the reduction of the unpaid principal balance of the Notes for which such excess was received, collected or applied, and, if the principal balances balance of Notes are such Note is paid in full, any remaining excess shall forthwith be paid to Borrower. All sums paid or agreed to be paid to Lenders the Banks for the use, forbearance or detention of the indebtedness evidenced by the Notes and/or the Credit Agreement, as amended by this Amendment, Agreement shall, to the extent permitted by applicable law, be amortized, prorated, allocated and spread throughout the full term of such indebtedness until payment in full so that the rate or amount of interest on account of such indebtedness does not exceed the maximum lawful rate permitted under applicable lawMaximum Rate. In determining whether or not the interest paid or payable under any specific contingency exceeds the maximum rate Maximum Rate of interest permitted by law, Borrower and Lenders the Banks shall, to the maximum extent permitted under applicable law, (i) characterize any non-principal payment as an expense, fee or premium, rather than as interest; and (ii) exclude voluntary prepayments and the effect thereof; and (iii) compare the total amount of interest contracted for, charged or received with the total amount of interest which could be contracted for, charged or received throughout the entire contemplated term of the Notes Note at the maximum lawful rate under applicable lawMaximum Rate.

Maximum Interest Rate. Regardless It is the intent of any provisions contained the parties hereto that each of the Agent and the Banks (collectively, the “Financing Parties”), and each Borrower in this Amendment or in any other the execution, delivery and performance of all Loan Documents, Lenders the transactions provided for therein and contemplated thereby, and all matters incidental and related thereto and arising therefrom, shall never comply and conform strictly with Applicable Law from time to time in effect, including without limitation, Usury Laws. In furtherance thereof, the Financing Parties and each 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 in an amount in excess of the Maximum Rate or maximum amount of interest permitted or allowed to be contracted for, charged, received, taken or reserved under said Laws. For purposes of each Loan Document, (i) “interest” shall include the aggregate of all amounts which constitute or are deemed to constitute interest under the Laws of the State of Texas or, to the extent they may apply, the federal Laws of the United States of America, that are contracted for, chargeable, receivable (whether received or deemed to have contracted for been received), taken or reserved under each such document; and (ii) all computations of the maximum amount of interest permitted or allowed under Applicable Law will be entitled made on the basis of the actual number of days elapsed over a 365 or 366 day year, whichever is applicable. Neither any Borrower nor any other person shall ever be required to receive, collect or apply as pay unearned interest on the Notes or otherwise any other Obligations or with respect to any of the Loan Documents and shall never be required to pay interest on the Notes or any other Obligations or with respect to any of the Loan Documents at a rate or in an amount in excess of the Maximum Rate or maximum rate amount of interest that may be lawfully contracted for, charged, received, taken or reserved under Applicable Law, and the provisions of this paragraph shall control over all other provisions of the Loan Documents. If the effective rate or amount of interest which would otherwise be payable under the Loan Documents would exceed the Maximum Rate or maximum amount of interest any Financing Party 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 any Financing Party or any holder of any Note or other Obligations shall charge, contract for, take, reserve or receive moneys that are deemed to constitute interest which 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 by 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 which would otherwise be payable thereunder shall be payable at, or reduced to, as applicable, the maximum amount allowed pursuant to the then applicable law, and if Lenders ever receive, collect or apply as interest any such excessweekly ceiling referred to hereinabove at the definition of the term Applicable Law, or if acceleration of no such ceiling is then in effect, as authorized and allowed under said Laws as now or hereafter construed by the maturity of the Notes courts having jurisdiction, and all such moneys so charged, contracted, for, received, taken or if any prepayment by Borrower results in Borrower having paid any reserved that are deemed to constitute interest in excess of the Maximum Rate or maximum rate, such amount which would be excessive of interest permitted by Applicable Law shall be applied immediately returned or credited to the reduction account of such Borrower upon such determination. In determining the unpaid principal balance amount or rate of the Notes for which such excess was receivedinterest under Applicable Law, collected or appliedall sums paid, and, if the principal balances of Notes are paid in full, any remaining excess shall forthwith be paid to Borrower. All sums paid or agreed to be paid paid, by any Borrower to Lenders any Financing Party or any holder of any Note or other Obligations for the use, forbearance forbearance, detention, taking, charging, receiving or detention reserving of the indebtedness evidenced by the Notes and/or the Credit Agreement, as amended by this Amendment, Loans shall, to the maximum extent permitted by applicable lawApplicable Law, be amortized, prorated, allocated and spread throughout the full term of such indebtedness the Loans until payment in full so that the rate or amount of interest on account of such indebtedness Loans does not exceed the maximum lawful rate permitted under Maximum Rate applicable law. In determining whether or not the interest paid or payable under any specific contingency exceeds the maximum rate of interest permitted by law, Borrower and Lenders shall, to the maximum extent permitted under applicable law, (i) characterize any non-principal payment such Loans for so long as an expense, fee or premium, rather than as interest; and (ii) exclude voluntary prepayments and the effect thereof; and (iii) compare the total amount of interest contracted for, charged or received with the total amount of interest which could be contracted for, charged or received throughout the entire contemplated term of the Notes at the maximum lawful rate under applicable lawsuch Loans are outstanding.

Maximum Interest Rate. Regardless of any provisions contained in this Amendment Agreement or in any other Loan Documentsdocuments and instruments referred to herein, the Lenders shall never be deemed to have contracted for or be entitled to receive, collect or apply as interest on the Notes or otherwise any amount in excess of the maximum rate of interest permitted to be charged by applicable lawMaximum Rate, and if Lenders in the event any Lender ever receivereceives, collect collects or apply applies as interest any such excess, or if an acceleration of the maturity maturities of the any Notes or if any prepayment by Borrower the Borrowers results in Borrower the Borrowers having paid any interest in excess of the maximum rateMaximum Rate, such amount which would be excessive interest shall be applied to the reduction of the unpaid principal balance of the Notes for which such excess was received, collected or applied, and, if the principal balances balance of Notes are such Note is paid in full, any remaining excess shall forthwith be paid to Borrowerthe Borrowers. All sums paid or agreed to be paid to the Lenders for the use, forbearance or detention of the indebtedness evidenced by the Notes and/or the Credit Agreement, as amended by this Amendment, Agreement shall, to the extent permitted by applicable law, be amortized, prorated, allocated and spread throughout the full term of such indebtedness until payment in full so that the rate or amount of interest on account of such indebtedness does not exceed the maximum lawful rate permitted under applicable lawMaximum Rate. In determining whether or not the interest paid or payable under any specific contingency exceeds 57 the maximum rate Maximum Rate of interest permitted by law, Borrower the Borrowers and the Lenders shall, to the maximum extent permitted under applicable law, (i) characterize any non-principal payment as an expense, fee or premium, rather than as interest; and (ii) exclude voluntary prepayments and the effect thereof; and (iii) compare the total amount of interest contracted for, charged or received with the total amount of interest which could be contracted for, charged or received throughout the entire contemplated term of the Notes Note at the Maximum Rate. For purposes of Section 303 of the Texas Finance Code, to the extent applicable to any Lender or Agent, Borrowers agree that the Maximum Rate (as defined herein) shall be the "weekly ceiling" as defined in said Chapter, provided that such Lender or Agent, as applicable, may also rely, to the extent permitted by applicable laws of the State of Texas and the United States of America, on alternative maximum lawful rate rates of interest under the Texas Finance Code or other laws applicable lawto such Lender or Agent from time to time if greater.

Maximum Interest Rate. Regardless It is the intent of any provisions contained the parties hereto that each of the Agent, the Issuing Bank and the Banks (collectively, the "Financing Parties"), and Borrower in this Amendment or in any other the execution, delivery and performance of all Loan Documents, Lenders the transactions provided for therein and contemplated thereby, and all matters incidental and related thereto and arising therefrom, shall never comply and conform strictly with Applicable Law from time to time in effect, including without limitation, Usury Laws. In furtherance thereof, the Financing Parties and Borrower stipulate and agree that none of the terms and provisions contained in, or pertaining to, the Loan Documents shall ever be deemed construed to have contracted create a contract to pay for the use or be entitled to receive, collect forbearance or apply as detention of money with interest on the Notes at a rate or otherwise any in an amount in excess of the Maximum Rate or maximum rate amount of interest permitted or allowed to be charged by applicable lawcontracted for, charged, received, taken or reserved under said Laws. For purposes of each Loan Document, (i) "interest" shall include the aggregate of all amounts which constitute or are deemed to constitute interest under the Laws of the State of Texas or, to the extent they may apply, the Laws of the United States of America, that are contracted for, chargeable, receivable (whether received or deemed to have been received), taken or reserved under each such document, and if Lenders (ii) all computations of the maximum amount of interest permitted or allowed under Applicable Law will be made on the basis of the actual number of days elapsed over a 365 or 366 day year, whichever is applicable. Neither Borrower nor any other Person shall ever be required to pay unearned interest on, or with respect to any of, the Loan Documents and shall never be required to pay interest on, or with respect to any of, the Loan Documents at a rate or in an amount in excess of the Maximum Rate or maximum amount of interest that may be lawfully contracted for, charged, received, taken or reserved under Applicable Law, AND THE PROVISIONS OF THIS PARAGRAPH SHALL CONTROL OVER ALL OTHER PROVISIONS OF THE LOAN DOCUMENTS. If the effective rate or amount of interest which would otherwise be payable under the Loan Documents would exceed the Maximum Rate or maximum amount of interest any Financing Party or any other holder of any Note or other Obligations is allowed by Applicable Law to charge, contract for, take, reserve or receive, collect or apply in the event any Financing Party or any holder of any Note or other Obligations shall charge, contract for, take, reserve or receive monies that are deemed to constitute interest which would, in the 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 which would otherwise be payable thereunder shall be payable at, or reduced to, as interest any such excessapplicable, the maximum amount allowed pursuant to the then applicable indicated (weekly) rate ceiling referred to hereinabove at the definition of the term Applicable Law, or if acceleration of no such ceiling is then in effect, as authorized and allowed under said Laws as now or hereafter construed by the maturity of the Notes courts having jurisdiction, and all such monies so charged, contracted, for, received, taken or if any prepayment by Borrower results in Borrower having paid any reserved that are deemed to constitute interest in excess of the Maximum Rate or maximum rate, such amount which would be excessive interest shall be applied to the reduction of the unpaid principal balance of the Notes for which such excess was received, collected or applied, and, if the principal balances of Notes are paid in full, any remaining excess shall forthwith be paid to Borrower. All sums paid or agreed to be paid to Lenders for the use, forbearance or detention of the indebtedness evidenced by the Notes and/or the Credit Agreement, as amended by this Amendment, shall, to the extent permitted by applicable law, be amortized, prorated, allocated and spread throughout the full term of such indebtedness until payment in full so that the rate or amount of interest on account of such indebtedness does not exceed the maximum lawful rate permitted under applicable law. In determining whether or not the interest paid or payable under any specific contingency exceeds the maximum rate of interest permitted by law, Borrower and Lenders shall, Applicable Law shall be immediately returned or credited to the maximum extent permitted under applicable law, (i) characterize any non-principal payment as an expense, fee or premium, rather than as interest; and (ii) exclude voluntary prepayments and the effect thereof; and (iii) compare the total amount account of interest contracted for, charged or received with the total amount of interest which could be contracted for, charged or received throughout the entire contemplated term of the Notes at the maximum lawful rate under applicable lawBorrower upon such determination.

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

Maximum Interest Rate. Regardless No provision of any provisions contained in this Amendment Agreement or in of any other Loan Documents, Lenders Document shall never be deemed to have contracted for require the payment or be entitled to receive, collect or apply as interest on the Notes or otherwise any amount in excess collection of the maximum rate of interest permitted to be charged by applicable law, and if Lenders ever receive, collect or apply as interest any such excess, or if acceleration of the maturity of the Notes or if any prepayment by Borrower results in Borrower having paid any interest in excess of the maximum rateMaximum Rate. If any excess of interest in such respect is hereby provided for, or shall be adjudicated to Craftmade International, Inc. Second Amended and Restated Credit Agreement 40 45 be so provided, in any Loan Document or otherwise in connection with this loan transaction, the provisions of this SECTION 12.9 shall govern and prevail and neither Borrower nor the sureties, guarantors, successors, or assigns of Borrower shall be obligated to pay the excess amount of such interest or any other excess sum paid for the use, forbearance, or detention of sums loaned pursuant hereto. In the event the Agent or any Lender ever receives, collects, or applies as interest any such sum, such amount which would be excessive interest in excess of the maximum amount permitted by applicable law shall be applied to the as a payment and reduction of the unpaid principal balance of the Notes for which such excess was received, collected or applied, indebtedness evidenced by the Notes; and, if the principal balances of the Notes are have been paid in full, any remaining excess shall forthwith be paid to Borrower. All sums In determining whether or not the interest paid or agreed to be paid to payable exceeds the Maximum Rate, Borrower, Agent and Lenders for the use, forbearance or detention of the indebtedness evidenced by the Notes and/or the Credit Agreement, as amended by this Amendment, shall, to the extent permitted by applicable law, be amortized, prorated, allocated and spread throughout the full term of such indebtedness until payment in full so that the rate or amount of interest on account of such indebtedness does not exceed the maximum lawful rate permitted under applicable law. In determining whether or not the interest paid or payable under any specific contingency exceeds the maximum rate of interest permitted by law, Borrower and Lenders shall, to the maximum extent permitted under applicable law, (ia) characterize any non-principal nonprincipal payment as an expense, fee fee, or premium, premium rather than as interest; and , (iib) exclude voluntary prepayments and the effect effects thereof; , and (iiic) compare amortize, prorate, allocate, and spread in equal or unequal parts the total amount of interest contracted for, charged or received with the total amount of interest which could be contracted for, charged or received throughout the entire contemplated term of the indebtedness evidenced by the Notes at so that interest for the maximum lawful rate under applicable lawentire term does not exceed the Maximum Rate.

Maximum Interest Rate. Regardless of any provisions contained in this Amendment Agreement or in any other Loan Documentsdocuments and instruments referred to herein, Lenders the Banks shall never be deemed to have contracted for or be entitled to receive, collect or apply as interest on the Note or Notes or otherwise any amount in excess of the maximum rate of interest permitted to be charged by applicable law, and if Lenders in the event the Banks ever receive, collect or apply as interest any such excess, or if acceleration of the maturity maturities of the Note or Notes or if any prepayment by Borrower results in Borrower having paid any interest in excess of the maximum rate, such amount which would be excessive interest shall be applied to the reduction of the unpaid principal balance of the Note or Notes for which such excess was received, collected or applied, and, if the principal balances balance of the Note or Notes are is paid in full, any remaining excess shall forthwith be paid to Borrower. All sums paid or agreed to be paid to Lenders the Banks for the use, forbearance or detention of the indebtedness evidenced by the Note or Notes and/or the Credit Agreement, as amended by this Amendment, Agreement shall, to the extent permitted by applicable law, be amortized, prorated, allocated and spread throughout the full term of such indebtedness until payment in full so that the rate or amount of interest on account of such indebtedness does not exceed the maximum lawful rate permitted under applicable law. In determining whether or not the interest paid or payable under any specific contingency exceeds the maximum rate of interest permitted by law, Borrower and Lenders the Banks shall, to the maximum extent permitted under applicable law, (i) characterize any non-principal payment as an expense, fee or premium, rather than as interest; and (ii) exclude voluntary prepayments and the effect thereof; and (iii) compare the total amount of interest contracted for, charged or received with the total amount of interest which could be contracted for, charged or received throughout the entire contemplated term of the Notes Note at the maximum lawful rate under applicable law.

Maximum Interest Rate. Regardless of any provisions contained in this Amendment Agreement or in any other Loan Documentsdocuments and instruments referred to herein, the Lenders shall never be deemed to have contracted for or be entitled to receive, collect or apply as interest on the Notes or otherwise any amount in excess of the maximum rate of interest permitted to be charged by applicable lawMaximum Rate, and if Lenders in the event any Lender ever receivereceives, collect collects or apply applies as interest any such excess, or if an acceleration of the maturity maturities of the any Notes or if any prepayment by the Borrower results in the Borrower having paid any interest in excess of the maximum rateMaximum Rate, such amount which would be excessive interest shall be applied to the reduction of the unpaid principal balance of the Notes for which such excess was received, collected or applied, and, if the principal balances balance of Notes are such Note is paid in full, any remaining excess shall forthwith be paid to the Borrower. All sums paid or agreed to be paid to the Lenders for the use, forbearance or detention of the indebtedness evidenced by the Notes and/or the Credit Agreement, as amended by this Amendment, Agreement shall, to the extent permitted by applicable law, be amortized, prorated, allocated and spread throughout the full term of such indebtedness until payment in full so that the rate or amount of interest on account of such indebtedness does not exceed the maximum lawful rate permitted under applicable lawMaximum Rate. In determining whether or not the interest paid or payable under any specific contingency exceeds the maximum rate Maximum Rate of interest permitted by law, the Borrower and the Lenders shall, to the maximum extent permitted under applicable law, (i) characterize any non-principal payment as an expense, fee or premium, rather than as interest; and (ii) exclude voluntary prepayments and the effect thereof; and (iii) compare the total amount of interest contracted for, charged or received with the total amount of interest which could be contracted for, charged or received throughout the entire contemplated term of the Notes Note at the Maximum Rate. For purposes of Section 303 of the Texas Finance Code, to the extent applicable to any Lender or Agent, Borrowers agree that the Maximum Rate (as defined herein) shall be the "weekly ceiling" as defined in said Chapter, provided that such Lender or Agent, as applicable, may also rely, to the extent permitted by applicable laws of the State of Texas and the United States of America, on alternative maximum lawful rate rates of interest under the Texas Finance Code or other laws applicable lawto such Lender or Agent from time to time if greater.

Maximum Interest Rate. Regardless No provision of any provisions contained in this Amendment Agreement or in of any other Loan Documents, Lenders Documents shall never be deemed to have contracted for require the payment or be entitled to receive, collect or apply as interest on the Notes or otherwise any amount in excess collection of the maximum rate of interest permitted to be charged by applicable law, and if Lenders ever receive, collect or apply as interest any such excess, or if acceleration of the maturity of the Notes or if any prepayment by Borrower results in Borrower having paid any interest in excess of the maximum rateMaximum Rate. If any excess of interest in such respect is hereby provided for, or shall be adjudicated to be so provided, in any other Loan Documents or otherwise in connection with this loan transaction, the provisions of this Section shall govern and prevail and neither Debtor nor the sureties, guarantors, successors or assigns of Debtor shall be obligated to pay the excess amount of such interest or any other excess sum paid for the use, forbearance or detention of sums loaned pursuant hereto. In the event any Secured Party ever receives, collects or applies as interest any such sum, such amount which would be excessive interest in excess of the maximum amount permitted by applicable law shall be applied to the as a payment and reduction of the unpaid principal balance of the Notes for which such excess was received, collected or applied, indebtedness evidenced by its Note; and, if the principal balances of Notes are its Note has been paid in full, any remaining excess shall forthwith be paid to Borrower. All sums paid or agreed to be paid to Lenders for the use, forbearance or detention of the indebtedness evidenced by the Notes and/or the Credit Agreement, as amended by this Amendment, shall, to the extent permitted by applicable law, be amortized, prorated, allocated and spread throughout the full term of such indebtedness until payment in full so that the rate or amount of interest on account of such indebtedness does not exceed the maximum lawful rate permitted under applicable lawDebtor. In determining whether or not the interest paid or payable under any specific contingency exceeds the maximum rate of interest permitted by lawMaximum Rate, Borrower Debtor and Lenders Secured Party shall, to the maximum extent permitted under by applicable law, (ia) characterize any non-principal payment as an expense, fee or premium, premium rather than as interest; and , (iib) exclude voluntary prepayments and the effect thereof; effects thereof and (iiic) compare amortize, prorate, allocate and spread in equal or unequal parts the total amount of interest contracted for, charged or received with the total amount of interest which could be contracted for, charged or received throughout the entire contemplated term of the indebtedness evidenced by the Notes at so that interest for the entire term does not exceed the Maximum Rate (as defined herein). “Maximum Rate” means the maximum lawful rate of nonusurious interest permitted from day to day by applicable law, including Chapter 303 of the Texas Finance Code (the “Code”) (and as the same may be incorporated by reference in other Texas statutes). To the extent that Chapter 303 of the Code is relevant to Secured Party for the purposes of determining the Maximum Rate, Secured Party may elect to determine such applicable legal rate pursuant to the “weekly ceiling,” from time to time in effect, as referred to and defined in Chapter 303 of the Code; subject, however, to the limitations on such applicable ceiling referred to and defined in the Code, and further subject to any right Secured Party may have subsequently, under applicable law, to change the method of determining the Maximum Rate.

Maximum Interest Rate. Regardless No provision of any provisions contained in this Amendment Agreement or in any other Loan Documents, Lenders Document shall never be deemed to have contracted for require the payment or be entitled to receive, collect or apply as interest on the Notes or otherwise any amount in excess collection of the maximum rate of interest permitted to be charged by applicable law, and if Lenders ever receive, collect or apply as interest any such excess, or if acceleration of the maturity of the Notes or if any prepayment by Borrower results in Borrower having paid any interest in excess of the maximum rateamount permitted by applicable law. If any excess of interest in such respect is hereby provided for, or shall be adjudicated to be so provided, in any Loan Document or otherwise in connection with this loan transaction, the provisions of this Section shall govern and prevail and neither the Borrower nor the sureties, guarantors, successors, or assigns of the Borrower shall be obligated to pay the excess amount of such interest or any other excess sum paid for the use, forbearance, or detention of sums loaned pursuant hereto. In the event any Lender ever receives, collects, or applies as interest any such sum, such amount which would be excessive interest in excess of the maximum amount permitted by applicable law shall be applied to the as a payment and reduction of the unpaid principal balance of the Notes for which indebtedness evidenced by such excess was received, collected or applied, Lender's Term Note; and, if the principal balances of Notes are such Lender's Term Note has been paid in full, any remaining excess shall forthwith be paid to the Borrower. All sums paid or agreed to be paid to Lenders for the use, forbearance or detention of the indebtedness evidenced by the Notes and/or the Credit Agreement, as amended by this Amendment, shall, to the extent permitted by applicable law, be amortized, prorated, allocated and spread throughout the full term of such indebtedness until payment in full so that the rate or amount of interest on account of such indebtedness does not exceed the maximum lawful rate permitted under applicable law. In determining whether or not the interest paid or payable under any specific contingency exceeds the maximum rate of interest permitted by lawMaximum Rate, Borrower the Borrower, the Administrative Agent and the Lenders shall, to the maximum extent permitted under by applicable law, (ia) characterize any non-principal payment as an expense, fee fee, or premium, premium rather than as interest; and , (iib) exclude voluntary prepayments and the effect effects thereof; , and (iiic) compare amortize, prorate, allocate, and spread in equal or unequal parts the total amount of interest contracted for, charged or received with the total amount of interest which could be contracted for, charged or received throughout the entire contemplated term of the indebtedness evidenced by the Term Notes at so that interest for the maximum lawful rate under applicable lawentire term does not exceed the Maximum Rate.

Maximum Interest Rate. Regardless of any provisions contained in this Amendment Agreement or in any other Loan Documentsdocuments and instruments referred to herein, Lenders the Bank shall never be deemed to have contracted for or be entitled to receive, collect or apply as interest on the Notes or otherwise Note any amount in excess of the maximum rate of interest permitted to be charged by applicable lawMaximum Rate, and if Lenders in the event Bank ever receivereceives, collect collects or apply applies as interest any such excess, or of if an acceleration of the maturity maturities of the Notes any Note or if any prepayment by the Borrower results result in the Borrower having paid any interest in excess of the maximum rateMaximum Rate, such amount which would be excessive interest shall be applied to the reduction of the unpaid principal balance of the Notes Note for which such excess was received, collected or applied, and, if the principal balances balance of Notes are such Note is paid in full, any remaining excess shall forthwith be paid to the Borrower. All sums paid or agreed to be paid to Lenders the Bank for the use, forbearance or detention of the indebtedness evidenced by the Notes Note and/or the Credit Agreement, as amended by this Amendment, Agreement shall, to the extent permitted by applicable law, be amortized, prorated, allocated and spread throughout the full term of such indebtedness until payment in full so that the rate or amount of interest on account of such indebtedness does not exceed the maximum lawful rate permitted under applicable lawMaximum Rate. In determining whether or not the interest paid or payable under any specific contingency exceeds the maximum rate Maximum Rate of interest permitted by law, the Borrower and Lenders the Bank shall, to the maximum extent permitted under applicable law, (i) characterize any non-principal payment as an expense, fee or premium, rather than as interest; and (ii) exclude voluntary prepayments and the effect thereof; and (iii) compare the total amount of interest contracted for, charged or received with the total amount of interest which could be contracted for, charged or received throughout the entire contemplated term of the Notes Note at the maximum lawful rate under applicable lawMaximum Rate.

Maximum Interest Rate. Regardless (a) The collateral covered in the Vessel Mortgage and the Obligations covered by this Agreement, the Note and other Loan Documents is or will be secured by a "Preferred Mortgage" on the United States-flagged Vessels within the meaning of Section 31322 of 46 U.S.C. 131301-31343 (1994), as amended (the "Ship Mortgage Act"), and the regulations promulgated thereunder. If, for any reason, the provisions contained of Section 31322 of the Ship Mortgage Act shall be found not to exempt any and all interest and other charges contracted for, charged, taken, received or reserved in connection with the Obligations covered by this Amendment Agreement, the Note, and other Loan Documents from any limitations otherwise applicable, then the provisions of Section 12.12(b) shall apply, but otherwise the provisions of Section 31322 of the Ship Mortgage Act shall be applicable. (b) No provision of this Agreement or in of any other Loan Documents, Lenders Document shall never be deemed to have contracted for require the payment or be entitled to receive, collect or apply as interest on the Notes or otherwise any amount in excess collection of the maximum rate of interest permitted to be charged by applicable law, and if Lenders ever receive, collect or apply as interest any such excess, or if acceleration of the maturity of the Notes or if any prepayment by Borrower results in Borrower having paid any interest in excess of the maximum rateamount permitted by applicable law. If any excess of interest in such respect is hereby provided for, or shall be adjudicated to be so provided, in any Loan Document or otherwise in connection with this loan transaction, the provisions of this Section shall govern and prevail and neither any of the Borrowers nor the sureties, guarantors, successors, or assigns of any of the Borrowers shall be obligated to pay the excess amount of such interest or any other excess sum paid for the use, forbearance, or detention of sums loaned pursuant hereto. In the event the Lender ever receives, collects, or applies as interest any such sum, such amount which would be excessive interest in excess of the maximum amount permitted by applicable law shall be applied to the as a payment and reduction of the unpaid principal balance of the Notes for which such excess was received, collected or applied, indebtedness evidenced by the Note; and, if the principal balances of Notes are the Note has been paid in full, any remaining excess shall forthwith be paid to Borrower. All sums paid or agreed to be paid to Lenders for the use, forbearance or detention of the indebtedness evidenced by the Notes and/or the Credit Agreement, as amended by this Amendment, shall, to the extent permitted by applicable law, be amortized, prorated, allocated and spread throughout the full term of such indebtedness until payment in full so that the rate or amount of interest on account of such indebtedness does not exceed the maximum lawful rate permitted under applicable lawBorrowers. In determining whether or not the interest paid or payable under any specific contingency exceeds the maximum rate of interest permitted by lawMaximum Rate, Borrower the Borrowers and Lenders the Lender shall, to the maximum extent permitted under by applicable law, (ia) characterize any non-principal payment as an expense, fee fee, or premium, premium rather than as interest; and , (iib) exclude voluntary prepayments and the effect effects thereof; , and (iiic) compare amortize, prorate, allocate, and spread in equal or unequal parts the total amount of interest contracted for, charged or received with the total amount of interest which could be contracted for, charged or received throughout the entire contemplated term of the Notes at indebtedness evidenced by the maximum lawful rate under applicable lawNote so that interest for the entire term does not exceed the Maximum Rate.

Maximum Interest Rate. Regardless No provision of any provisions contained in this Amendment Agreement or in any other Loan Documents, Lenders Document shall never be deemed to have contracted for require the payment or be entitled to receive, collect or apply as interest on the Notes or otherwise any amount in excess collection of the maximum rate of interest permitted to be charged by applicable law, and if Lenders ever receive, collect or apply as interest any such excess, or if acceleration of the maturity of the Notes or if any prepayment by Borrower results in Borrower having paid any interest in excess of the maximum rateamount permitted by applicable law. If any excess of interest in such respect is hereby provided for, or shall be adjudicated to be so provided, in any Loan Document or otherwise in connection with this loan transaction, the provisions of this Section shall govern and prevail and neither the Borrower nor the sureties, guarantors, successors, or assigns of the Borrower shall be obligated to pay the excess amount of such interest or any other excess sum paid for the use, forbearance, or detention of sums loaned pursuant hereto. In the event any of the Agent, the Issuing Bank or the Banks ever receives, collects, or applies as interest any such sum, such amount which would be excessive interest in excess of the maximum amount permitted by applicable law shall be applied to the as a payment and reduction of the unpaid principal balance of the indebtedness evidenced by the Revolving Credit Notes for which such excess was receivedor the Swing Line Note, collected or applied, as applicable; and, if the principal balances of the Revolving Credit Notes are and the Swing Line Note has been paid in full, any remaining excess shall forthwith be paid to the Borrower. All sums paid or agreed to be paid to Lenders for the use, forbearance or detention of the indebtedness evidenced by the Notes and/or the Credit Agreement, as amended by this Amendment, shall, to the extent permitted by applicable law, be amortized, prorated, allocated and spread throughout the full term of such indebtedness until payment in full so that the rate or amount of interest on account of such indebtedness does not exceed the maximum lawful rate permitted under applicable law. In determining whether or not the interest paid or payable under any specific contingency exceeds the maximum rate of interest permitted by lawMaximum Rate, the Borrower and Lenders the Agent, the Issuing Bank and the Banks shall, to the maximum extent permitted under by applicable law, (ia) characterize any non-principal payment as an expense, fee fee, or premium, premium rather than as interest; and , (iib) exclude voluntary prepayments and the effect effects thereof; and (iiic) compare amortize, prorate, allocate, and spread in equal or unequal parts the total amount of interest contracted for, charged or received with the total amount of interest which could be contracted for, charged or received throughout the entire contemplated term of the indebtedness evidenced by the Revolving Credit Notes at and the maximum lawful rate under applicable lawSwing Line Note so that interest for the entire term does not exceed the Maximum Rate.

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

Maximum Interest Rate. Regardless of any provisions contained in this Amendment Agreement or in any other Loan Documentsdocuments and instruments referred to herein, the Lenders shall never be deemed to have contracted for or be entitled to receive, collect or apply as interest on the Notes or otherwise any amount in excess of the maximum rate of interest permitted to be charged by applicable lawMaximum Rate, and if Lenders in the event any Lender ever receivereceives, collect collects or apply applies as interest any such excess, or if an acceleration of the maturity maturities of the any Notes or if any prepayment by the Borrower results in the Borrower having paid any interest in excess of the maximum rateMaximum Rate, such amount which would be excessive interest shall be applied to the reduction of the unpaid principal balance of the Notes for which such excess was received, collected or applied, and, if the principal balances balance of Notes are such Note is paid in full, any remaining excess shall forthwith be paid to the Borrower. All sums paid or agreed to be paid to the Lenders for the use, forbearance or detention of the indebtedness evidenced by the Notes and/or the Credit Agreement, as amended by this Amendment, Agreement shall, to the extent permitted by applicable law, be amortized, prorated, allocated and spread throughout the full term of such indebtedness until payment in full so that the rate or amount of interest on account of such indebtedness does not exceed the maximum lawful rate permitted under applicable lawMaximum Rate. In determining whether or not the interest paid or payable under any specific contingency exceeds the maximum rate Maximum Rate of interest permitted by law, the Borrower and the Lenders shall, to the maximum extent permitted under applicable law, (i) characterize any non-principal payment as an expense, fee or premium, rather than as interest; and (ii) exclude voluntary prepayments and the effect thereof; and (iii) compare the total amount of interest contracted for, charged or received with the total amount of interest which could be contracted for, charged or received throughout the entire contemplated term of the Notes Note at the Maximum Rate. For purposes of Section 303 of the Texas Finance Code, to the extent applicable to any Lender or Agent, Borrower agrees that the Maximum Rate shall be the "weekly ceiling" as defined in said Chapter, provided that such Lender or Agent, as applicable, may also rely, to the extent permitted by applicable laws of the State of Texas and the United States of America, on alternative maximum lawful rate rates of interest under the Texas Finance Code or other laws applicable lawto such Lender or Agent from time to time if greater (the "Maximum Rate").

Maximum Interest Rate. Regardless of any provisions contained in this Amendment Agreement or in any other Loan Documentsdocuments and instruments referred to herein, the Lenders shall never be deemed to have contracted for or be entitled to receive, collect or apply as interest on the Notes or otherwise any other obligations arising pursuant hereto any amount in excess of the maximum rate of interest permitted to be charged by applicable law, and if Lenders in the event any Lender ever receivereceives, collect collects or apply applies as interest any such excess, or if an acceleration of the maturity of the Notes or if any prepayment by Borrower results in Borrower having paid any interest in excess of the maximum rate, such amount which would be excessive interest shall be applied to the reduction of the unpaid principal balance of the Notes or other obligations for which such excess was received, collected or applied, and, if the principal balances balance of Notes are such Note or other obligations is paid in full, any remaining excess shall forthwith be paid to Borrower. All sums paid or agreed to be paid to the Lenders for the use, forbearance or detention of the indebtedness evidenced by the Notes and/or the Credit Agreement, as amended by this Amendment, Agreement shall, to the extent permitted by applicable law, be amortized, prorated, allocated and spread throughout the full term of such indebtedness until payment in full so that the rate or amount of interest on account of such indebtedness does not exceed the maximum lawful rate permitted under applicable law. In determining whether or not the interest paid or payable under any specific contingency exceeds the maximum rate of interest permitted by law, Borrower and the Lenders shall, to the maximum extent permitted under applicable law, (i) characterize any non-principal payment as an expense, fee or premium, rather than as interest; and (ii) exclude voluntary prepayments and the effect thereof; and (iii) compare the total amount of interest contracted for, charged or received with the total amount of interest which could be contracted for, charged or received throughout the entire contemplated term of the Notes at the maximum lawful rate under applicable law.

Maximum Interest Rate. Regardless It is the intent of any provisions contained the parties hereto that each of the Agent, the Issuing Bank and the Banks (collectively, the "Financing Parties"), and Borrower and its Subsidiaries in this Amendment or in any other the execution, delivery and performance of all Loan Documents, Lenders the transactions provided for therein and contemplated thereby, and all matters incidental and related thereto and arising therefrom, shall never comply and conform strictly with Applicable Law from time to time in effect, including without limitation, Usury Laws. In furtherance thereof, the Financing Parties and Borrower stipulate and agree that none of the terms and provisions contained in, or pertaining to, the Loan Documents shall ever be deemed construed to have contracted create a contract to pay for the use or be entitled to receive, collect forbearance or apply as detention of money with interest on the Notes at a rate or otherwise any in an amount in excess of the Maximum Rate or maximum rate amount of interest permitted or allowed to be charged by applicable lawcontracted for, charged, received, taken or reserved under said Laws. For purposes of each Loan Document, (i) "interest" shall include the aggregate of all amounts which constitute or are deemed to constitute interest under the Laws of the State of Texas or, to the extent they may apply, the Laws of the United States of America, that are contracted for, chargeable, receivable (whether received or deemed to have been received), taken or reserved under each such document, and if Lenders (ii) all computations of the maximum amount of interest permitted or allowed under Applicable Law will be made on the basis of the actual number of days elapsed over a 365 or 366 day year, whichever is applicable. Neither Borrower nor any other Person shall ever be required to pay unearned interest on, or with respect to any of, the Loan Documents and shall never be required to pay interest on, or with respect to any of, the Loan Documents at a rate or in an amount in excess of the Maximum Rate or maximum amount of interest that may be lawfully contracted for, charged, received, taken or reserved under Applicable Law, and the provisions of this paragraph shall control over all other provisions of the Loan Documents. If the effective rate or amount of interest which would otherwise be payable under the Loan Documents would exceed the Maximum Rate or maximum amount of interest any Financing Party or any other holder of any Note or other Obligations is allowed by Applicable Law to charge, contract for, take, reserve or receive, collect or apply in the event any Financing Party or any holder of any Note or other Obligations shall charge, contract for, take, reserve or receive monies that are deemed to constitute interest which would, in the 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 which would otherwise be payable thereunder shall be payable at, or reduced to, as interest any such excessapplicable, the maximum amount allowed pursuant to the then applicable weekly rate ceiling under Applicable Law, or if acceleration of no such ceiling is then in effect, as authorized and allowed under said Laws as now or hereafter construed by the maturity of the Notes courts having jurisdiction, and all such monies so charged, contracted for, received, taken or if any prepayment by Borrower results in Borrower having paid any reserved that are deemed to constitute interest in excess of the Maximum Rate or maximum rate, such amount which would be excessive interest shall be applied to the reduction of the unpaid principal balance of the Notes for which such excess was received, collected or applied, and, if the principal balances of Notes are paid in full, any remaining excess shall forthwith be paid to Borrower. All sums paid or agreed to be paid to Lenders for the use, forbearance or detention of the indebtedness evidenced by the Notes and/or the Credit Agreement, as amended by this Amendment, shall, to the extent permitted by applicable law, be amortized, prorated, allocated and spread throughout the full term of such indebtedness until payment in full so that the rate or amount of interest on account of such indebtedness does not exceed the maximum lawful rate permitted under applicable law. In determining whether or not the interest paid or payable under any specific contingency exceeds the maximum rate of interest permitted by law, Borrower and Lenders shall, Applicable Law shall be immediately returned or credited to the maximum extent permitted under applicable law, (i) characterize any non-principal payment as an expense, fee or premium, rather than as interest; and (ii) exclude voluntary prepayments and the effect thereof; and (iii) compare the total amount account of interest contracted for, charged or received with the total amount of interest which could be contracted for, charged or received throughout the entire contemplated term of the Notes at the maximum lawful rate under applicable lawBorrower upon such determination.

Maximum Interest Rate. Regardless of any provisions Notwithstanding anything to the contrary contained in the Revolving Credit Note or this Amendment or in any other Loan DocumentsAgreement, Lenders the Borrowers shall never not be deemed obligated to have contracted for or pay, and Lender shall not be entitled to charge, collect, receive, collect reserve, or apply take interest (it being understood that interest shall be calculated as the aggregate of all charges which constitute interest on the Notes under applicable law that are contracted for, charged, reserved, received, or otherwise any amount paid) in excess of the maximum rate permitted by law. During any period of time in which the interest rates specified herein exceed the maximum rate permitted by law, interest shall accrue and be payable at such maximum rate. If from any circumstances whatsoever, fulfillment of any provision of the Revolving Credit Note, or this Agreement or of any other document pertaining hereto or thereto, shall involve transcending the limit of validity prescribed by law for the collection or charging of interest, then ipso facto, the obligation to be charged by applicable lawfulfilled shall be reduced to the limit of such validity, and if Lenders from any such circumstances Lender shall ever receive, collect or apply receive anything of value as interest or deemed interest by applicable law under the Revolving Credit Note, this Agreement, any such excess, or if acceleration of the maturity of the Notes other Credit Documents or if any prepayment by Borrower results in Borrower having paid any interest in excess of other document pertaining hereto, thereto or otherwise an amount that would exceed the maximum raterate permitted by law, such amount which that would be excessive interest shall be applied to the reduction of the unpaid principal balance of amount owing under the Notes for which such excess was received, collected Revolving Credit Note or applied, and, if the principal balances of Notes are paid in full, any remaining excess shall forthwith be paid to Borrower. All sums paid or agreed to be paid to Lenders for the use, forbearance or detention of the indebtedness evidenced by the Notes and/or the Credit Agreement, as amended by this Amendment, shall, to the extent permitted by applicable law, be amortized, prorated, allocated and spread throughout the full term of such indebtedness until payment in full so that the rate or amount of interest on account of any other indebtedness of the Borrowers to Lender, and not to the payment of interest, or if such indebtedness does not exceed excessive interest exceeds the maximum lawful rate permitted under applicable lawunpaid balance of principal of such indebtedness, such excess shall be refunded to the Borrowers. In determining whether or not the interest paid or payable with respect to any indebtedness of the Borrowers to Lender, under any specific contingency specified contingency, exceeds the maximum rate of interest permitted by law, Borrower the Borrowers and Lenders Lender shall, to the maximum extent permitted under by applicable law, (ia) characterize any non-principal payment as an expense, fee or premium, premium rather than as interest; and , (iib) exclude voluntary prepayments and the effect effects thereof; , (c) amortize, prorate, allocate, and (iii) compare spread the total amount of interest contracted for, charged or received with the total amount of interest which could be contracted for, charged or received throughout the entire contemplated actual term of the Notes at such indebtedness such that it does not exceed the maximum lawful amount permitted by applicable law, and/or (d) allocate interest between portions of such indebtedness, to the end that no such portion shall bear interest at a rate under greater than that permitted by applicable law.

Maximum Interest Rate. Regardless No provision of any provisions contained in this Amendment Agreement or in of any other Loan Documents, Lenders Document shall never be deemed to have contracted for require the payment or be entitled to receive, collect or apply as interest on the Notes or otherwise any amount in excess collection of the maximum rate of interest permitted to be charged by applicable law, and if Lenders ever receive, collect or apply as interest any such excess, or if acceleration of the maturity of the Notes or if any prepayment by Borrower results in Borrower having paid any interest in excess of the maximum rateamount permitted by applicable law. If any excess of interest in such respect is hereby provided for, or shall be adjudicated to be so provided, in any Loan Document or otherwise in connection with this loan transaction, the provisions of this Section shall govern and prevail and neither the Borrower nor the sureties, guarantors, successors, or assigns of the Borrower shall be obligated to pay the excess amount of such interest or any other excess sum paid for the use, forbearance, or detention of sums loaned pursuant hereto. In the event any Lender ever receives, collects, or applies as interest any such sum, such amount which would be excessive interest in excess of the maximum amount permitted by applicable law shall be applied to the as a payment and reduction of the unpaid principal balance of the indebtedness evidenced by the Notes for which such excess was received, collected or applied, and the LC Participations; and, if the principal balances of the Notes are and the LC Participations has been paid in full, any remaining excess shall forthwith be paid to the Borrower. All sums paid or agreed to be paid to Lenders for the use, forbearance or detention of the indebtedness evidenced by the Notes and/or the Credit Agreement, as amended by this Amendment, shall, to the extent permitted by applicable law, be amortized, prorated, allocated and spread throughout the full term of such indebtedness until payment in full so that the rate or amount of interest on account of such indebtedness does not exceed the maximum lawful rate permitted under applicable law. In determining whether or not the interest paid or payable under any specific contingency exceeds the maximum rate of interest permitted by lawMaximum Rate, the Borrower and Lenders each Lender shall, to the maximum extent permitted under by applicable law, (ia) characterize any non-principal payment as an expense, fee fee, or premium, premium rather than as interest; and , (iib) exclude voluntary prepayments and the effect effects thereof; , and (iiic) compare amortize, prorate, allocate, and spread in equal or unequal parts the total amount of interest contracted for, charged or received with the total amount of interest which could be contracted for, charged or received throughout the entire contemplated term of the indebtedness evidenced by the Notes at and LC Participations so that interest for the maximum lawful rate under applicable lawentire term does not exceed the Maximum Rate.

Maximum Interest Rate. Regardless of any provisions contained in this Amendment AGREEMENT or in any other Loan DocumentsLOAN DOCUMENTS, Lenders BANKS shall never be deemed to have contracted for or be entitled to receive, collect or apply as interest on the Notes or otherwise LOANS any amount in excess of the maximum rate of interest permitted to be charged allowed by applicable law, and if Lenders in the event any BANK ever receivereceives, collect collects or apply applies as interest any such excess, or if acceleration of the maturity of the Notes or if any prepayment by Borrower results in Borrower having paid any interest in excess of the maximum rate, such amount which would be excessive interest shall be applied to the reduction of the unpaid principal balance of the Notes LOAN for which such excess was received, collected or applied, and, if the principal balances balance of Notes are such LOAN is paid in full, any remaining excess shall forthwith be paid to BorrowerBORROWER. All sums paid or agreed to be paid to Lenders the BANKS for the use, forbearance or detention of the indebtedness evidenced by the Notes NOTES and/or the Credit Agreement, as amended by this Amendment, AGREEMENT shall, to the extent permitted by applicable law, be amortized, prorated, allocated and spread throughout the full term of such indebtedness until payment in full so that the rate or amount of interest on account of such indebtedness does not exceed the maximum lawful rate permitted under applicable allowed by law. In determining whether or not the interest paid or payable under any specific contingency exceeds the maximum rate of interest permitted by law, Borrower BORROWER and Lenders BANKS shall, to the maximum extent permitted under applicable law, (i) characterize any non-principal payment as an expense, fee or premium, rather than as interest; and (ii) exclude voluntary prepayments and the effect thereof; and (iii) compare the total amount of interest contracted for, charged or received with the total amount of interest which could be contracted for, charged or received throughout the entire contemplated term of the Notes LOANS at the maximum lawful rate under applicable allowed by law.

Maximum Interest Rate. Regardless It is the intent of the Agent, the Banks and the Borrower in the execution and performance of this Agreement and the other Loan Documents to remain in strict compliance with applicable Texas law from time to time in effect (or applicable United States federal law to the extent it preempts Texas law and permits the Agent or any Bank to contract for, charge, take, reserve or receive a greater amount of interest than under Texas law). In furtherance thereof, the Agent, the Banks and the Borrower stipulate and agree that none of the terms and provisions contained in this Amendment or in any Agreement and the other Loan Documents, Lenders Documents shall never ever be deemed construed to have contracted for or be entitled create a contract to receive, collect or apply as interest on the Notes or otherwise any amount in excess of the maximum rate of interest permitted to be charged by applicable law, and if Lenders ever receive, collect or apply as interest any such excess, or if acceleration of the maturity of the Notes or if any prepayment by Borrower results in Borrower having paid any interest in excess of the maximum rate, such amount which would be excessive interest shall be applied to the reduction of the unpaid principal balance of the Notes for which such excess was received, collected or applied, and, if the principal balances of Notes are paid in full, any remaining excess shall forthwith be paid to Borrower. All sums paid or agreed to be paid to Lenders pay for the use, forbearance or detention of money with interest at a rate or in an amount in excess of the indebtedness evidenced Maximum Rate or the amount of interest permitted to be charged under applicable law. For purposes of this Agreement and the other Loan Documents, "interest" shall include the aggregate of all charges which constitute interest under applicable law that are contracted for, charged, reserved, received or paid under this Agreement and the other Loan Documents. The Borrower shall never be required to pay unearned interest and shall never be required to pay interest at a rate or in an amount in excess of the Maximum Rate or the amount of interest that may be lawfully charged under applicable law, and the provisions of this paragraph shall control over all other provisions of this Agreement or the Notes, and of any other instrument pertaining to or securing this Agreement or the Notes, which may be in actual or apparent conflict herewith. If the Notes are prepaid, or if the maturity of the Notes is accelerated for any reason, or if under any other contingency the effective rate or amount of interest which would otherwise be payable under the Notes and this Agreement would exceed the Maximum Rate or the amount of interest any Bank or any other holder of a Note is allowed by applicable law to charge, contract for, take, reserve or receive, or in the event any Bank or any holder of a Note shall charge, contract for, take, reserve or receive monies that are deemed to constitute interest which would, in the absence of this provision, increase the effective rate or amount of interest payable under this Agreement or the Notes to a rate or amount in excess of that permitted to be charged, contracted for, taken, reserved or received under applicable law then in effect, then this Agreement, the Notes and the other Loan Documents shall immediately be deemed reformed and the amounts thereafter collectible hereunder and thereunder shall be reduced to the amount allowed under applicable law as now or hereinafter construed by the Notes and/or courts having jurisdiction without the Credit Agreementnecessity of the execution of any new document, so as amended by this Amendmentto comply with applicable law, shallbut so as to permit the recovery of the fullest amount otherwise called for hereunder and thereunder. In addition, all such moneys so charged, contracted for, taken, reserved or received that are deemed to constitute interest in excess of the extent Maximum Rate or the amount of interest permitted by applicable lawlaw shall be automatically cancelled, ab initio, and all amounts in excess of the Maximum Rate theretofore collected by any Bank shall be amortizedcredited to the account of the Borrower upon such determination (or, proratedif all of the Obligations have been or would thereby be paid in full, allocated refunded to the Borrower). The Agent, the Banks and spread throughout the full term Borrower further stipulate and agree that, without limitation of such indebtedness until payment in full so that the foregoing, all calculations of the rate or amount of interest on account contracted for, charged, taken, reserved or received under this Agreement, the Notes and the other Loan Documents which are made for the purpose of such indebtedness does not exceed the maximum lawful rate permitted under applicable law. In determining whether such rate or not the interest paid or payable under any specific contingency amount exceeds the maximum rate of interest permitted by lawMaximum Rate or amount, Borrower and Lenders shallshall be made, to the maximum extent permitted under not prohibited by applicable law, by (i) characterize characterizing any non-principal payment as an expense, fee fee, or premium, premium rather than as interest; and , (ii) exclude excluding voluntary prepayments and the effect effects thereof; , and (iii) compare amortizing, prorating, allocating and spreading, using the total amount actuarial method, during the period of the full stated term of the indebtedness evidenced by the Notes, all interest at any time contracted for, charged charged, taken, reserved or received with from the total amount Borrower or otherwise by any Bank or any other holder of interest which could be contracted for, charged or received throughout the entire contemplated term of the Notes at the maximum lawful rate under applicable lawa Note.

Maximum Interest Rate. Regardless Borrower acknowledges and agrees that 12 U.S.C. (section) 2205 provides that institutions of the Farm Credit System are not subject to any provisions contained interest rate limitation imposed by any state constitution or statute or other laws, and that any such limitations are preempted, and that therefore interest owing under the Notes, to the extent funded by an institution of the Farm Credit System, is not subject to any ceiling. Nonetheless, in this Amendment the event it is ever determined by a court of competent jurisdiction that interest owing on the Notes, or in some of them, is subject to any limitations imposed by the laws of the State of Colorado or Texas or any other Loan Documentsjurisdiction, Lenders it is the intent of Borrower, and the Syndication Parties to, notwithstanding the provisions of Section 4.1 hereof, at all times comply with the applicable usury laws relating to this Credit Agreement or the Notes now or hereafter in effect including, without limitation, Title 4 of the Texas Finance Code and any subsequent revisions or judicial interpretations thereof if, and to the extent, determined by a court to be applicable to the Notes. It is agreed that the aggregate of all interest and other charges constituting interest, or adjudicated as constituting interest, and contracted for, chargeable, or receivable in connection with the Notes shall never be deemed under no circumstances exceed the maximum nonusurious amount of interest permitted by applicable law. If the applicable laws are ever revised or judicially interpreted so as to have contracted render usurious any amount called for under this Credit Agreement or be entitled to receive, collect or apply as interest on the Notes or otherwise any amount in excess of contracted for, charged, chargeable, received or receivable with respect to this Credit Agreement or the maximum rate of interest permitted to be charged by applicable law, and if Lenders ever receive, collect or apply as interest any such excessNotes, or if acceleration the exercise of the option to accelerate the maturity of the Notes Notes, or if any prepayment by Borrower payment, results in Borrower having paid any interest on one or more of the Notes in excess of the maximum ratethat permitted by applicable law, any such amount which would be excessive interest construction shall be applied subject to the reduction provisions of this Section and, to the unpaid extent permitted by applicable law all excess amounts collected on such Notes shall be credited on the principal balance of the such Notes for which such excess was received, collected or applied, and(or, if the principal balances of Notes are it has been paid in full, any remaining excess shall forthwith be paid refunded to Borrower), and those provisions shall immediately be deemed reformed and the amounts thereafter collectible will be reduced, without the necessity of the execution of any new documents, so as to comply with the then applicable law, but so as to permit the recovery of the fullest amount of interest otherwise lawfully called for under this Credit Agreement or the Notes. All In the event the maturity of any Note is accelerated, then earned interest may never include more than the maximum amount of interest permitted by applicable law from the date of each advance of the proceeds of such Note until paid. Specifically, but without in any way limiting the generality of the foregoing, if from any circumstances whatsoever fulfillment of any provision of this Credit Agreement or the Notes, at the time performance of such provision is due, would cause the interest contracted for, charged, chargeable, received or receivable with respect to this Credit Agreement or any of the Notes to exceed the amount permitted by applicable law, then ipso facto and notwithstanding anything to the contrary contained herein, Borrower shall only be required to pay interest on each such Note in an amount equal to the lesser of the amounts payable under this Credit Agreement and the maximum amount permitted by applicable law. In determining whether the amount of interest contracted for, charged, chargeable, received or receivable with respect to this Credit Agreement or any of the Notes would ever exceed the amount permitted by applicable law, all sums charged, paid or agreed to be paid to Lenders under this Credit Agreement for the use, forbearance forbearance, or detention of the indebtedness evidenced by of Borrower to the Notes Administrative Agent and/or the Credit Agreement, as amended by this Amendment, Syndication Parties shall, to the extent permitted by possible under applicable law, be amortized, prorated, allocated allocated, and spread throughout the full term of such indebtedness the Notes (including any renewal or extension), until payment in full so that full. The provisions of this Section control all agreements between the rate Administrative Agent and/or the Syndication Parties and Borrower relative to the Notes. In the event any interest is required to be credited to principal or amount refunded to Borrower with respect to some, but not all, of interest on the Notes, such adjustment shall be for the account of the Syndication Party which is the payee under such indebtedness does Note or Notes, and shall not exceed affect the maximum lawful rate permitted other Notes or the Syndication Parties which are the payees under applicable law. In determining whether or not the interest paid or payable under any specific contingency exceeds the maximum rate of interest permitted by law, Borrower and Lenders shall, to the maximum extent permitted under applicable law, (i) characterize any non-principal payment as an expense, fee or premium, rather than as interest; and (ii) exclude voluntary prepayments and the effect thereof; and (iii) compare the total amount of interest contracted for, charged or received with the total amount of interest which could be contracted for, charged or received throughout the entire contemplated term of the Notes at the maximum lawful rate under applicable lawsuch other Notes.

Maximum Interest Rate. Regardless No provision of any provisions contained in this Amendment Agreement or in of any other Loan Documents, Lenders Documents shall never be deemed to have contracted for require the payment or be entitled to receive, collect or apply as interest on the Notes or otherwise any amount in excess collection of the maximum rate of interest permitted to be charged by applicable law, and if Lenders ever receive, collect or apply as interest any such excess, or if acceleration of the maturity of the Notes or if any prepayment by Borrower results in Borrower having paid any interest in excess of the maximum ratepermitted by applicable law. If any excess of interest in such respect is hereby provided for, or shall be adjudicated to be so provided, in any other Loan Documents or otherwise in connection with this loan transaction, the provisions of this Section shall govern and prevail and neither any Borrower nor the sureties, guarantors, successors, or assigns of any Borrower shall be obligated to pay the excess amount of such interest or any other excess sum paid for the use, forbearance, or detention of sums loaned pursuant hereto. In the event Agent, Issuing Bank or any Lender ever receives, collects, or applies as interest any such sum, such amount which would be excessive interest in excess of the maximum amount permitted by applicable law shall be applied to the as a payment and reduction of the unpaid principal balance of the Notes for which such excess was received, collected or applied, indebtedness evidenced by the Notes; and, if the principal balances of the Notes are has been paid in full, any remaining excess shall forthwith be paid to Borrower. All sums paid or agreed to be paid to Lenders for the use, forbearance or detention of the indebtedness evidenced by the Notes and/or the Credit Agreement, as amended by this Amendment, shall, to the extent permitted by applicable law, be amortized, prorated, allocated and spread throughout the full term of such indebtedness until payment in full so that the rate or amount of interest on account of such indebtedness does not exceed the maximum lawful rate permitted under applicable lawBorrowers. In determining whether or not the interest paid or payable under any specific contingency exceeds the maximum rate of interest permitted by lawMaximum Rate, Borrower Borrowers and Agent, Issuing Bank and Lenders shall, to the maximum extent permitted under by applicable law, (ia) characterize any non-principal payment as an expense, fee fee, or premium, premium rather than as interest; and , (iib) exclude voluntary prepayments and the effect -55- effects thereof; , and (iiic) compare amortize, prorate, allocate, and spread in equal or unequal parts the total amount of interest contracted for, charged or received with the total amount of interest which could be contracted for, charged or received throughout the entire contemplated term of the indebtedness evidenced by the Notes at so that interest for the maximum lawful rate under applicable lawentire term does not exceed the Maximum Rate.

Maximum Interest Rate. Regardless (1) In the event that any provision of this Agreement would oblige the Borrower to make any provisions contained in this Amendment payment of interest or in any other Loan Documentspayment which is construed by a court of competent jurisdiction to be interest in an amount or calculated at a rate which would be prohibited by law or would result in a receipt by the Lender of interest at a criminal rate, Lenders then notwithstanding such provision, such amount or rate shall never be deemed to have contracted been adjusted nunc pro tunc 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 the Lender of interest at a criminal rate, such adjustment to be effected, to the extent necessary, as follows: (i) firstly, by reducing the amount or rate of interest required to be paid under Section 5.01 of this Agreement; and (ii) thereafter, by reducing any fees, commissions, premiums and other amounts which would constitute interest for or be entitled the purposes of the Applicable Law; (2) If, notwithstanding the provisions of clause (1) of this Section and after giving effect to receiveall adjustments contemplated thereby, collect or apply as interest on the Notes or otherwise any Lender shall have received an amount in excess of the maximum rate of interest permitted to be charged by applicable lawsuch clause, and if Lenders ever receive, collect or apply as interest any then such excess, or if acceleration of the maturity of the Notes or if any prepayment by Borrower results in Borrower having paid any interest in excess of the maximum rate, such amount which would be excessive interest shall be applied by the Lender to the reduction of the unpaid principal balance of the Notes for which Outstanding Borrowings and not to the payment of interest or if such excessive interest exceeds such principal balance, such excess was received, collected or applied, and, if the principal balances of Notes are paid in full, any remaining excess shall forthwith be paid to Borrower. All sums paid or agreed to be paid to Lenders for the use, forbearance or detention of the indebtedness evidenced by the Notes and/or the Credit Agreement, as amended by this Amendment, shall, refunded to the extent permitted by applicable law, be amortized, prorated, allocated and spread throughout the full term of such indebtedness until payment in full so that the rate Borrower; and (3) Any amount or amount of interest on account of such indebtedness does not exceed the maximum lawful rate permitted under applicable law. In determining whether or not the interest paid or payable under any specific contingency exceeds the maximum rate of interest permitted by lawreferred to in this Section shall be determined in accordance with GAAP at an effective annual rate of interest over the term of this Agreement on the assumption that any charges, Borrower and Lenders fees or expenses that fall within the meaning of “interest” (as defined under Applicable Law) shall, if they relate to a specific period of time, be prorated over that period of time and otherwise be prorated over the maximum extent permitted under applicable lawTerm of this Agreement and, (i) characterize any non-principal payment as an expensein the event of dispute, fee or premium, rather than as interest; and (ii) exclude voluntary prepayments and a certificate of a nationally recognized independent auditor appointed by the effect thereof; and (iii) compare Lender shall be conclusive for the total amount purposes of interest contracted for, charged or received with the total amount of interest which could be contracted for, charged or received throughout the entire contemplated term of the Notes at the maximum lawful rate under applicable lawsuch determination.

Maximum Interest Rate. Regardless No provision of any provisions contained in this Amendment Agreement or in any other Loan Documents, Lenders Document shall never be deemed to have contracted for require the payment or be entitled to receive, collect or apply as interest on the Notes or otherwise any amount in excess collection of the maximum rate of interest permitted to be charged by applicable law, and if Lenders ever receive, collect or apply as interest any such excess, or if acceleration of the maturity of the Notes or if any prepayment by Borrower results in Borrower having paid any interest in excess of the maximum rateamount permitted by applicable law. If any excess of interest in such respect is hereby provided for, or shall be adjudicated to be so provided, in any Loan Document or otherwise in connection with this loan transaction, the provisions of this Section shall govern and prevail and neither the Borrower nor the sureties, guarantors, successors, or assigns of the Borrower shall be obligated to pay the excess amount of such interest or any other excess sum paid for the use, forbearance, or detention of sums loaned pursuant hereto. In the event the Bank ever receives, collects, or applies as interest any such sum, such amount which would be excessive interest in excess of the maximum amount permitted by applicable law shall be applied to the as a payment and reduction of the unpaid principal balance of the Notes for which such excess was received, collected indebtedness evidenced by the Note or applied, any other promissory note executed in connection with the Loan; and, if the principal balances of Notes are the Note has been paid in full, any remaining excess shall forthwith be paid to the Borrower. All sums paid or agreed to be paid to Lenders for the use, forbearance or detention of the indebtedness evidenced by the Notes and/or the Credit Agreement, as amended by this Amendment, shall, to the extent permitted by applicable law, be amortized, prorated, allocated and spread throughout the full term of such indebtedness until payment in full so that the rate or amount of interest on account of such indebtedness does not exceed the maximum lawful rate permitted under applicable law. In determining whether or not the interest paid or payable under any specific contingency exceeds the maximum rate of interest permitted by lawMaximum Rate, the Borrower and Lenders the Bank shall, to the maximum extent permitted under by applicable law, (ia) characterize any non-principal payment as an expense, fee fee, or premium, premium rather than as interest; and , (iib) exclude voluntary prepayments and the effect effects thereof; , and (iiic) compare amortize, prorate, allocate, and spread in equal or unequal parts the total amount of interest contracted for, charged or received with the total amount of interest which could be contracted for, charged or received throughout the entire contemplated term of the Notes at indebtedness evidenced by the Note so that interest for the entire term does not exceed the maximum lawful rate under allowed by applicable law, as it changes from time to time.

Maximum Interest Rate. Regardless of any provisions contained in this Amendment Agreement or in any other Loan Documentsdocuments and instruments referred to herein, the Lenders shall never be deemed to have contracted for or be entitled to receive, collect or apply as interest on the Notes or otherwise any amount in excess of the Maximum Rate or the maximum rate amount of interest permitted to be charged by under applicable law, and if Lenders in the event any Lender ever receivereceives, collect collects or apply applies as interest any such excess, or if an acceleration of the maturity maturities of the any Notes or if any prepayment by the Borrower results in the Borrower having paid any interest in excess of the Maximum Rate or the maximum rateamount of interest permitted under applicable law, such amount which would be excessive interest shall be applied to the reduction of the unpaid principal balance of the Notes for which such excess was received, collected or applied, and, if the principal balances balance of Notes are such Note is paid in full, any remaining excess shall forthwith be paid to the Borrower. All sums paid or agreed to be paid to the Lenders for the use, forbearance or detention of the indebtedness evidenced by the Notes and/or the Credit Agreement, as amended by this Amendment, Agreement shall, to the extent permitted by applicable law, be amortized, prorated, allocated and spread throughout the full term of such indebtedness until payment in full so that the rate or amount of interest on account of such indebtedness does not exceed the maximum lawful rate permitted under applicable lawMaximum Rate. In determining whether or not the interest paid or payable under any specific contingency exceeds the maximum rate Maximum Rate of interest permitted by law, the Borrower and the Lenders shall, to the maximum extent permitted under applicable law, (i) characterize any non-principal payment as an expense, fee or premium, rather than as interest; and (ii) exclude voluntary prepayments and the effect thereof; and (iii) compare the total amount of interest contracted for, charged or received with the total amount of interest which could be contracted for, charged or received throughout the entire contemplated term of the Notes Note at the maximum lawful rate under applicable lawMaximum Rate.

Maximum Interest Rate. Regardless of any provisions contained in this Amendment Agreement or in any other Loan Documentsdocuments and instruments referred to herein, Lenders the Banks shall never be deemed to have contracted for or be entitled to receive, collect or apply as interest on the Notes or otherwise any amount in excess of the maximum rate of interest permitted to be charged by applicable lawMaximum Rate, and if Lenders in the event any Bank ever receivereceives, collect collects or apply applies as interest any such excess, or if an acceleration of the maturity maturities of the any Notes or if any prepayment by the Borrower results in the Borrower having paid any interest in excess of the maximum rateMaximum Rate, such amount which would be excessive interest shall be applied to the reduction of the unpaid principal balance of the Notes for which such excess was received, collected or applied, and, if the principal balances balance of Notes are such Note is paid in full, any remaining excess shall forthwith be paid to the Borrower. All sums paid or agreed to be paid to Lenders the Banks for the use, forbearance or detention of the indebtedness evidenced by the Notes and/or the Credit Agreement, as amended by this Amendment, Agreement shall, to the extent permitted by applicable law, be amortized, prorated, allocated and spread throughout the full term of such indebtedness until payment in full so that the rate or amount of interest on account of such indebtedness does not exceed the maximum lawful rate permitted under applicable lawMaximum Rate. In determining whether or not the interest paid or payable under any specific contingency exceeds the maximum rate Maximum Rate of interest permitted by law, the Borrower and Lenders the Banks shall, to the maximum extent permitted under applicable law, (i) characterize any non-non- principal payment as an expense, fee or premium, rather than as interest; and (ii) exclude voluntary prepayments and the effect thereof; and (iii) compare the total amount of interest contracted for, charged or received with the total amount of interest which could be contracted for, charged or received throughout the entire contemplated term of the Notes Note at the maximum lawful rate under applicable lawMaximum Rate.

Maximum Interest Rate. Regardless No provision of any provisions contained in this Amendment Agreement or in of any other Loan Documents, Lenders Documents shall never be deemed to have contracted for require the payment or be entitled to receive, collect or apply as interest on the Notes or otherwise any amount in excess collection of the maximum rate of interest permitted to be charged by applicable law, and if Lenders ever receive, collect or apply as interest any such excess, or if acceleration of the maturity of the Notes or if any prepayment by Borrower results in Borrower having paid any interest in excess of the maximum rateMaximum Rate. If any excess of interest in such respect is hereby provided for, or shall be adjudicated to be so provided, in any other Loan Documents or otherwise in connection with this loan transaction, the provisions of this Section shall govern and prevail and neither either Borrower nor the sureties, guarantors, successors, or assigns of either Borrower shall be obligated to pay the excess amount of such interest or any other excess sum paid for the use, forbearance, or detention of sums loaned pursuant hereto. In the event Agent, US Issuing Bank, Cdn. Issuing Bank or any Lender ever receives, collects, or applies as interest any such sum, such amount which would be excessive interest in excess of the maximum amount permitted by applicable law shall be applied to the as a payment and reduction of the unpaid principal balance of the Notes for which such excess was received, collected or applied, indebtedness evidenced by the Notes; and, if the principal balances of the Notes are has been paid in full, any remaining excess shall forthwith be paid to the Applicable Borrower. All sums paid or agreed to be paid to Lenders for the use, forbearance or detention of the indebtedness evidenced by the Notes and/or the Credit Agreement, as amended by this Amendment, shall, to the extent permitted by applicable law, be amortized, prorated, allocated and spread throughout the full term of such indebtedness until payment in full so that the rate or amount of interest on account of such indebtedness does not exceed the maximum lawful rate permitted under applicable law. In determining whether or not the interest paid or payable under any specific contingency exceeds the maximum rate of interest permitted by lawMaximum Rate, the Borrower and Agent, US Issuing Bank, Cdn. Issuing Bank and Lenders shall, to the maximum extent permitted under by applicable law, (ia) characterize any non-principal payment as an expense, fee fee, or premium, premium rather than as interest; and , (iib) exclude voluntary prepayments and the effect effects thereof; , and (iiic) compare amortize, prorate, allocate, and spread in equal or unequal parts the total amount of interest contracted for, charged or received with the total amount of interest which could be contracted for, charged or received throughout the entire contemplated term of the indebtedness evidenced by the Notes at so that interest for the maximum lawful rate under applicable lawentire term does not exceed the Maximum Rate.

Maximum Interest Rate. Regardless of any provisions contained in this Amendment Agreement or in any other Loan Documentsdocuments and instruments referred to herein, Lenders the Banks shall never be deemed to have contracted for or be entitled to receive, collect or apply as interest on the Notes or otherwise any amount in excess of the maximum rate of interest permitted to be charged by applicable lawMaximum Rate, and if Lenders in the event any Bank ever receivereceives, collect collects or apply applies as interest any such excess, or of if an acceleration of the maturity maturities of the any Notes or if any prepayment by Borrower results the Borrowers result in Borrower the Borrowers having paid any interest in excess of the maximum rateMaximum Rate, such amount which would be excessive interest shall be applied to the reduction of the unpaid principal balance of the Notes for which such excess was received, collected or applied, and, if the principal balances balance of Notes are such Note is paid in full, any remaining excess shall forthwith be paid to Borrowerthe Borrowers. All sums paid or agreed to be paid to Lenders the Banks for the use, forbearance or detention of the indebtedness evidenced by the Notes and/or the Credit Agreement, as amended by this Amendment, Agreement shall, to the extent permitted by applicable law, be amortized, prorated, allocated and spread throughout the full term of such indebtedness until payment in full so that the rate or amount of interest on account of such indebtedness does not exceed the maximum lawful rate permitted under applicable lawMaximum Rate. In determining whether or not the interest paid or payable under any specific contingency exceeds the maximum rate Maximum Rate of interest permitted by law, Borrower the Borrowers and Lenders the Banks shall, to the maximum extent permitted under applicable law, (i) characterize any non-principal payment as an expense, fee or premium, rather than as interest; and (ii) exclude voluntary prepayments and the effect thereof; and (iii) compare the total amount of interest contracted for, charged or received with the total amount of interest which could be contracted for, charged or received throughout the entire contemplated term of the Notes Note at the maximum lawful rate under applicable lawMaximum Rate.

Maximum Interest Rate. Regardless No provision of any provisions contained in this Amendment Agreement or in of any other Loan Documents, Lenders Documents shall never be deemed to have contracted for require the payment or be entitled to receive, collect or apply as interest on the Notes or otherwise any amount in excess collection of the maximum rate of interest permitted to be charged by applicable law, and if Lenders ever receive, collect or apply as interest any such excess, or if acceleration of the maturity of the Notes or if any prepayment by Borrower results in Borrower having paid any interest in excess of the maximum ratepermitted by applicable law. If any excess of interest in such respect is hereby provided for, or shall be adjudicated to be so provided, in any other Loan Documents or otherwise in connection with this loan transaction, the provisions of this Section shall govern and prevail and neither Borrower nor the sureties, guarantors, successors, or assigns of Borrower shall be obligated to pay the excess amount of such interest or any other excess sum paid for the use, forbearance, or detention of sums loaned pursuant hereto. In the event Agent, Issuing Bank or any Lender ever receives, collects, or applies as interest any such sum, such amount which would be excessive interest in excess of the maximum amount permitted by applicable law shall be applied to the as a payment and reduction of the unpaid principal balance of the Notes for which such excess was received, collected or applied, indebtedness evidenced by the Notes; and, if the principal balances of the Notes are has been paid in full, any remaining excess shall forthwith be paid to Borrower. All sums In determining whether or not the interest paid or agreed to be paid to payable exceeds the Maximum Rate, Borrower and Agent, Issuing Bank and Lenders for the use, forbearance or detention of the indebtedness evidenced by the Notes and/or the Credit Agreement, as amended by this Amendment, shall, to the extent permitted by applicable law, be amortized, prorated, allocated and spread throughout the full term of such indebtedness until payment in full so that the rate or amount of interest on account of such indebtedness does not exceed the maximum lawful rate permitted under applicable law. In determining whether or not the interest paid or payable under any specific contingency exceeds the maximum rate of interest permitted by law, Borrower and Lenders shall, to the maximum extent permitted under applicable law, (ia) characterize any non-principal payment as an expense, fee fee, or premium, premium rather than as interest; and , (iib) exclude voluntary prepayments and the effect effects thereof; , and (iiic) compare amortize, prorate, allocate, and spread in equal or unequal parts the total amount of interest contracted for, charged or received with the total amount of interest which could be contracted for, charged or received throughout the entire contemplated term of the indebtedness evidenced by the Notes at so that interest for the maximum lawful rate under applicable lawentire term does not exceed the Maximum Rate.

Maximum Interest Rate. Regardless No provision of any provisions contained in this Amendment Agreement or in of --------------------- any other Loan Documents, Lenders Document shall never be deemed to have contracted for require the payment or be entitled to receive, collect or apply as interest on permit the Notes or otherwise any amount in excess collection of the maximum rate of interest permitted to be charged by applicable law, and if Lenders ever receive, collect or apply as interest any such excess, or if acceleration of the maturity of the Notes or if any prepayment by Borrower results in Borrower having paid any interest in excess of the CREDIT AGREEMENT PAGE 56 ---------------- maximum ratepermitted by applicable Law. If any excess of interest in such respect is hereby provided for, or shall be adjudicated to be so provided, in any Loan Document or otherwise in connection with this loan transaction, the provisions of this Section shall govern and prevail and neither Borrower nor the sureties, guarantors, successors, or assigns of Borrower shall be obligated to pay the excess amount of such interest or any other excess sum paid for the use, forbearance, or detention of sums loaned pursuant hereto. In the event Agent or any Bank ever receives, collects, or applies as interest any such sum, such amount which would be excessive interest in excess of the maximum amount permitted by applicable law shall be applied to the as a payment and reduction of the unpaid principal balance of the Notes for which such excess was received, collected or applied, indebtedness evidenced by the Notes; and, if the principal balances of the Notes are has been paid in full, any remaining excess shall forthwith be paid to Borrower. All sums In determining whether or not the interest paid or agreed to be paid to Lenders for payable exceeds the useMaximum Rate, forbearance or detention of the indebtedness evidenced by the Notes and/or the Credit Agreement, as amended by this Amendment, Borrower and Bank shall, to the extent permitted by applicable law, be amortized, prorated, allocated and spread throughout the full term of such indebtedness until payment in full so that the rate or amount of interest on account of such indebtedness does not exceed the maximum lawful rate permitted under applicable law. In determining whether or not the interest paid or payable under any specific contingency exceeds the maximum rate of interest permitted by law, Borrower and Lenders shall, to the maximum extent permitted under applicable law, (ia) characterize any non-principal payment as an expense, fee fee, or premium, premium rather than as interest; and , (iib) exclude voluntary prepayments and the effect effects thereof; , and (iiic) compare amortize, prorate, allocate, and spread in equal or unequal parts the total amount of interest contracted for, charged or received with the total amount of interest which could be contracted for, charged or received throughout the entire contemplated term of the indebtedness evidenced by the Notes at so that interest for the maximum lawful rate under entire term does not exceed the Maximum Rate. In addition to the foregoing, the Bank shall be permitted to cure any violation or alleged violation of applicable lawusury laws in any manner permitted by Tex. Rev. Civ. Stat. Xxx. article 5069-1.06.

Maximum Interest Rate. Regardless No provision of any provisions contained in this Amendment Agreement, the Notes or in of any other Loan Documents, Lenders Document shall never be deemed to have contracted for require the payment or be entitled to receive, collect or apply as interest on the Notes or otherwise any amount in excess collection of the maximum rate of interest permitted to be charged by applicable law, and if Lenders ever receive, collect or apply as interest any such excess, or if acceleration of the maturity of the Notes or if any prepayment by Borrower results in Borrower having paid any interest in excess of the maximum rateamount permitted by applicable law. If any excess of interest in such respect is hereby provided for, or shall be adjudicated to be so provided, in any Loan Document or otherwise in connection with this loan transaction, the provisions of this Section shall govern and prevail and neither the Borrower nor the sureties, guarantors, successors, or assigns of the Borrower shall be obligated to pay the excess amount of such interest or any other excess sum paid for the use, forbearance, or detention of sums loaned pursuant hereto. In the event any Lender ever receives, collects, or applies as interest any such sum, such amount which would be excessive interest in excess of the maximum amount permitted by applicable law shall be applied to the as a payment and reduction of the unpaid principal balance of the Notes for which indebtedness evidenced by such excess was received, collected or applied, Lender's Notes; and, if the principal balances of such Lender's Notes are has been paid in full, any remaining excess shall forthwith be paid to the applicable Borrower. All sums paid or agreed to be paid to Lenders for the use, forbearance or detention of the indebtedness evidenced by the Notes and/or the Credit Agreement, as amended by this Amendment, shall, to the extent permitted by applicable law, be amortized, prorated, allocated and spread throughout the full term of such indebtedness until payment in full so that the rate or amount of interest on account of such indebtedness does not exceed the maximum lawful rate permitted under applicable law. In determining whether or not the interest paid or payable under any specific contingency exceeds the maximum rate of interest permitted by lawMaximum Rate, each Borrower and Lenders each Lender shall, to the maximum extent permitted under by applicable law, (ia) characterize any non-principal payment as an expense, fee fee, or premium, premium rather than as interest; and , (iib) exclude voluntary prepayments and the effect effects thereof; , and (iiic) compare amortize, prorate, allocate, and spread in equal or unequal parts the total amount of interest contracted for, charged or received with the total amount of interest which could be contracted for, charged or received throughout the entire contemplated term of the indebtedness evidenced by the Notes at so that interest for the maximum lawful rate under applicable lawentire term does not exceed the Maximum Rate.