the Contractors, be paid
by the Distributor through the issuance to the Contractors of Distributor's
Notes.
19.
USERY SAVING CLAUSE; INDEPENDENT ADVICE.
(a)
Notwithstanding anything to the contrary provided in this
Agreement, or elsewhere, the Contractors shall never be entitled to charge,
receive or collect, nor shall amounts received by the Contractor be credited as
interest (and/or deemed interest) so that the Contractor shall be paid by the
Distributor, a sum greater than interest (and/or deemed interest) at the maximum
nonusurious interest rate, if any, that at any time may be contracted for,
charged, received, or collected the Distributor's financial obligations to the
Contractors under this Agreement and/or under any other Transaction Document,
under applicable law (the "Maximum Rate"). It is the intention of the
Distributor and the Contractor that this Agreement and the other Transaction
Documents comply with all applicable law. If the Contractor ever contracts for,
charges, receives, or collects, anything of value from the Distributor which is
deemed to be interest (and/or deemed interest) under applicable law, and if the
occurrence of any circumstance, event or contingency, should cause such interest
(and/or deemed interest) to exceed the Maximum Rate, any such excess amount
shall be applied to the reduction of any Notes and if all of such Notes are
already paid in full, any remaining excess shall be deducted from funds owed to
the Contractors pursuant to this Agreement and the other Transaction Documents
with any excess being paid to the Distributor. In determining whether or not
interest (and/or deemed interest) paid or payable exceeds the Maximum Amount,
the Distributor and the Contractors shall, to the maximum extent permitted by
applicable law, (i) characterize any nonprincipal payment as an expense, fee or
premium rather than as interest (and/or deemed interest), (ii) amortize,
prorate, allocate and spread the total amount of interest (and/or deemed
interest) throughout the full term of the Notes so that the actual rate of
interest (and/or deemed interest)on account of such indebtedness is uniform
throughout the term of the Notes and/or (iii) allocate interest (and/or deemed
interest) between portions of any notes and/or other obligations, to the end
that no such portion shall bear interest (and/or deemed interest) at a rate
greater than that permitted by applicable law. The terms and provisions of this
Section 19 shall control and supersede every other conflicting provision of all
agreements between the Distributor and the Contractors.
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(b)
The Distributor hereby acknowledges, represents and warrants that
it (i) has been advised by the Contractor to seek the advice of its legal, tax
and accounting experts in the connection with the Transaction Documents and the
transactions set forth in the Transaction Documents, as to, among other items,
the tax and accounting effects thereof, and (ii) it has had the opportunity and
has obtained the advice of legal counsel of the Distributor's choice in
connection with the transactions set forth in the Transaction Documents.
20.
CONTRACTORS RIGHT TO APPOINT AGENTS
(a)
The Contractors shall, in their sole discretion, have