Usury Savings. This Agreement, the Note and the other Loan Documents are subject to the express condition that at no time shall ​ be obligated or required to pay interest on the principal balance of the Loan at a rate which could subject ​ to either civil or criminal liability as a result of being in excess of the Maximum Legal Rate. If, by the terms of this Agreement or the other Loan Documents, ​ is at any time required or obligated to pay interest on the principal balance due hereunder at a rate in excess of the Maximum Legal Rate, the Interest Rate or the Default Rate, as the case may be, shall be deemed to be immediately reduced to the Maximum Legal Rate and all previous payments in excess of the Maximum Legal Rate shall be deemed to have been payments in reduction of principal and not on account of the interest due hereunder. All sums paid or agreed to be paid to ​ for the use, forbearance, or detention of the sums due under the Loan, shall, to the extent permitted by applicable law, be amortized, prorated, allocated, and spread throughout the full stated term of the Loan until payment in full so that the rate or amount of interest on account of the Loan does not exceed the Maximum Legal Rate of interest from time to time in effect and applicable to the Loan for so long as the Loan is outstanding.

Usury Savings Clause. Notwithstanding any provision in this Note, the total liability for payments of interest and payments in the nature of interest, including, without limitation, all charges, fees, exactions, or other sums which may at any time be deemed to be interest, shall not exceed the limit imposed by the usury laws of the jurisdiction governing this Note or any other applicable law. In the event the total liability of payments of interest and payments in the nature of interest, including, without limitation, all charges, fees, exactions or other sums which may at any time be deemed to be interest, shall, for any reason whatsoever, result in an effective rate of interest, which for any month or other interest payment period exceeds the limit imposed by the usury laws of the jurisdiction governing this Note, all sums in excess of those lawfully collectible as interest for the period in question shall, without further agreement or notice by, between, or to any party hereto, be applied to the reduction of the outstanding principal balance of this Note immediately upon receipt of such sums by the Holder hereof, with the same force and effect as though the Company had specifically designated such excess sums to be so applied to the reduction of such outstanding principal balance and the Holder hereof had agreed to accept such sums as a penalty-free payment of principal; provided, however, that the Holder of this Note may, at any time and from time to time, elect, by notice in writing to the Company, to waive, reduce, or limit the collection of any sums in excess of those lawfully collectible as interest rather than accept such sums as a prepayment of the outstanding principal balance. It is the intention of the parties that the Company does not intend or expect to pay nor does the Holder intend or expect to charge or collect any interest under this Note greater than the highest non-usurious rate of interest which may be charged under applicable law.

Usury Savings Provision. It is expressly stipulated to be the intent of [[Organization C:Organization]] and [[Organization B:Organization]], and understood and agreed by [[Organization C:Organization]] and [[Organization B:Organization]], that this Agreement: # does not represent a loan from [[Organization C:Organization]] to [[Organization B:Organization]]; and # allows [[Organization C:Organization]] to purchase the Participation Interests for its own account and for a short term investment. If, notwithstanding the foregoing or the terms of this Agreement, a court of competent jurisdiction establishes a loan or extension of credit within this Agreement from [[Organization C:Organization]] to [[Organization B:Organization]], then the parties to this Agreement hereby understand, acknowledge and agree that in such event: # [[Organization B:Organization]] shall be the underlying obligor of that loan or extension of credit established by such court of competent jurisdiction; # [[Organization B:Organization]] is utilizing the proceeds of that loan or extension of credit established by such court of competent jurisdiction for business, commercial, investment, or similar purposes; and # [[Organization B:Organization]] has determined that it is beneficial to use any and all proceeds of that loan or extension of credit established by such court of competent jurisdiction to establish collateral for that loan or extension of credit established by such court of competent jurisdiction by: # making deposits at [[Organization C:Organization]]; # purchasing certificates of deposit from [[Organization C:Organization]]; and/or # establishing other accounts at [[Organization C:Organization]]. Furthermore, it is [[Organization C:Organization]]’s and [[Organization B:Organization]]’s intention and agreement that if a court of competent jurisdiction establishes a loan or extension of credit from [[Organization C:Organization]] to [[Organization B:Organization]] under this Agreement, then any proceeds of that loan or extension of credit established by such court of competent jurisdiction deposited with [[Organization C:Organization]] as additional collateral for that loan or extension of credit: # shall be considered a compensating balance under and pursuant to Section 276.003 of the Texas Finance Code; and # shall not be considered a reduction in the amount of the proceeds of that loan and/or extension of credit from [[Organization C:Organization]] to [[Organization B:Organization]]. Additionally, it is the stipulated, understood and agreed to be the intent of [[Organization C:Organization]] and [[Organization B:Organization]] that this Agreement shall at all times comply strictly with the applicable Texas law governing the maximum rate or amount of interest payable on the Indebtedness (as hereinafter defined), if any, or applicable United States federal law to the extent that such law permits [[Organization C:Organization]] to contract for, charge, take, reserve or receive a greater amount of interest than under Texas law. For purposes of this provision, “Indebtedness” shall mean all indebtedness, if any, evidenced, referenced, described, or established by a court of competent jurisdiction under this Agreement, and all amounts payable in the performance of any covenant or obligation in any of the other documents or any other communication or writing by or between [[Organization C:Organization]] and [[Organization B:Organization]] related to the transaction or transactions that are the subject matter of this Agreement, or any part of such Indebtedness, if any. If the applicable law is ever judicially interpreted so as to render usurious any amount contracted for, charged, taken, reserved or received in respect of the Indebtedness, if any, including by reason of the acceleration of the maturity or the prepayment thereof, then it is [[Organization C:Organization]]’s and [[Organization B:Organization]]’s express intent that all amounts charged in excess of the Maximum Lawful Rate (as hereinafter defined), if any, shall be automatically canceled, ab initio, and all amounts in excess of the Maximum Lawful Rate theretofore collected by [[Organization C:Organization]], if any, shall be credited on the principal balance of the Indebtedness, if any, or, if the Indebtedness, if any, has been or would thereby be paid in full, refunded to [[Organization B:Organization]], and the provisions of this Agreement and any underlying documents shall immediately be deemed reformed and the amounts thereafter collectible hereunder and thereunder reduced, without the necessity of the execution of any new document, so as to comply with the applicable laws, but so as to permit the recovery of the fullest amount otherwise called for hereunder and thereunder; provided, however, if the Indebtedness has been paid in full before the end of the stated term hereof, then [[Organization C:Organization]] and [[Organization B:Organization]] agree that [[Organization C:Organization]] shall, with reasonable promptness after [[Organization C:Organization]] discovers or is advised by [[Organization B:Organization]] that interest was received in an amount in excess of the Maximum Lawful Rate, either credit such excess interest against the Indebtedness then owing by [[Organization B:Organization]] to [[Organization C:Organization]] and/or refund such excess interest to [[Organization B:Organization]]. If and to the extent Indebtedness is determined to exist by a court of competent jurisdiction, then [[Organization B:Organization]] hereby agrees that as a condition precedent to any claim seeking usury penalties against [[Organization C:Organization]], [[Organization B:Organization]] will provide written notice to [[Organization C:Organization]], advising [[Organization C:Organization]] in reasonable detail of the nature and amount of the violation, and [[Organization C:Organization]] shall have sixty (60) days after receipt of such notice in which to correct such usury violation, if any, by either refunding such excess interest to [[Organization B:Organization]] or crediting such excess interest against the Indebtedness, if any, then owing by [[Organization B:Organization]] to

Usury. If it shall be found that any interest or other amount deemed interest due hereunder violates the applicable law governing usury, the applicable provision shall automatically be revised to equal the maximum rate of interest or other amount deemed interest permitted under applicable law. The Borrower covenants (to the extent that it may lawfully do so) that it will not seek to claim or take advantage of any law that would prohibit or forgive the Borrower from paying all or a portion of the principal or interest on this Note.

USURY. In the event any interest is paid on this Note which is deemed to be in excess of the then legal maximum rate, then that portion of the interest payment representing an amount in excess of the then legal maximum rate shall be deemed a payment of principal and applied against the principal of this Note.

Savings Clause. If this Agreement or any portion thereof is invalidated on any ground by any court of competent jurisdiction, then the Company shall nevertheless indemnify Indemnitee as to Expenses, judgment, fines and penalties with respect to any Proceeding to the full extent permitted by any applicable portion of this Agreement that shall not have been invalidated or by any other applicable law.

Savings Clause. In the event that any provision or provisions of any of the covenants in Section 6, 7, 8 and 9 would otherwise be determined by any court of competent jurisdiction to be unenforceable in whole or in part by reason of being for too great a period of time or covering too great a geographical area or too broad a product market, or for any other reason, each such covenant shall nevertheless remain in full force and effect and be construed so as to be enforceable as to that period of time and geographical area and product market, and on such other conditions, as may be determined to be reasonable by the court.

Savings Clause. In the event any provision of the Plan shall be held illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining parts of the Plan, and the Plan shall be construed and enforced as if the illegal or invalid provision had not been included. Notwithstanding any provision to the contrary in this Plan, each provision in this Plan shall be interpreted to permit the deferral of compensation in accordance with Section 409A of the Internal Revenue Code of 1986, as amended, and any provision that would conflict with such requirements shall not be valid or enforceable.

Savings Clause. If at any time the interest rate set forth in this Note exceeds the maximum interest rate allowable under applicable law, the interest rate shall be deemed to be such maximum interest rate allowable under applicable law.

SAVINGS CLAUSE. Save and except as hereinabove expressly amended, the Plan Statement shall continue in full force and effect.