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

Compliance with Usury Laws. The Mortgage Rate (exclusive of any default interest, late charges, yield maintenance charge, or prepayment premiums) of such Mortgage Loan complied as of the date of origination with, or was exempt from, applicable state or federal laws, regulations and other requirements pertaining to usury.

Authorized to do Business

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 shall 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 Savings Clause. Maker expressly agrees and acknowledges that Maker and Holder intend and agree that this Note shall not be subject to the usury laws of any state other than the State of Nevada. Notwithstanding anything contained in this Note to the contrary, if collection from Maker of interest at the rate set forth herein would be contrary to applicable laws of such State, then the applicable interest rate upon default shall be the highest interest rate that may be collected from Maker under applicable laws at such time.

Savings Clause. It is the intention of the parties to comply strictly with applicable usury laws. Accordingly, notwithstanding any provision to the contrary in this Agreement, in no event shall this Agreement require the payment or permit the payment,

at the time of origination of such Receivable, the related Cutoff Date and any Determination Date, is not subject to any right of rescission, cancellation, set-off, claim, counterclaim or defense (including the defense of usury), and the operation of any of the terms of any contract, or the exercise of any right thereunder, will not render the related Receivable unenforceable in whole or in part or subject to any right of rescission, setoff, counterclaim or defense (including the defense of usury) and no [[Servicer:Organization]] Entity has received written notice of the assertion of any such right of rescission, setoff, counterclaim or defense with respect thereto;

3.5Interest. Subject to the limits imposed by any applicable usury law, interest shall accrue on payments made more than ten (10) days after they are due at the rate of eighteen percent (18%) per annum, compounded daily, from the due date until paid.

CONFORMITY WITH LAW. It is the intention of [[Organization B:Organization]] and of [[Organization A:Organization]] to conform strictly to applicable usury and similar laws. Accordingly, notwithstanding anything to the contrary in this Note, it is agreed that the aggregate of all charges which constitute interest under applicable usury and similar laws that are contracted for, chargeable or receivable under or in respect of this Note, shall under no circumstances exceed the maximum amount of interest permitted by such laws, and any excess, whether occasioned by acceleration or maturity of this Note or otherwise, shall be canceled automatically, and if theretofore paid, shall be either refunded to [[Organization B:Organization]] or credited on the Principal Amount of this Note.

Each Contract and related Security Documents are free of any claim for credit, deduction, discount, allowance, defense (including the defense of usury), dispute, counterclaim or setoff except to the extent that such claims could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.