Common use of Maximum Lawful Rate Clause in Contracts

Maximum Lawful Rate. In no event shall the interest charged hereunder with respect to the Obligations exceed the maximum amount permitted under the Laws of the State of Maryland. Notwithstanding anything to the contrary in any Financing Document, if at any time the rate of interest payable hereunder (the “Stated Rate”) would exceed the highest rate of interest permitted under any applicable Law to be charged (the “Maximum Lawful Rate”), then for so long as the Maximum Lawful Rate would be so exceeded, the rate of interest payable shall be equal to the Maximum Lawful Rate; provided, however, that if at any time thereafter the Stated Rate is less than the Maximum Lawful Rate, Borrower shall, to the extent permitted by Law, continue to pay interest at the Maximum Lawful Rate until such time as the total interest received is equal to the total interest which would have been received had the Stated Rate been (but for the operation of this provision) the interest rate payable. Thereafter, the interest rate payable shall be the Stated Rate unless and until the Stated Rate again would exceed the Maximum Lawful Rate, in which event this provision shall again apply. In no event shall the total interest received by any Lender exceed the amount which it could lawfully have received, had the interest been calculated for the full term hereof at the Maximum Lawful Rate. If, notwithstanding the prior sentence, any Lender has received interest hereunder in excess of the Maximum Lawful Rate, such excess amount shall be applied to the reduction of the principal balance of such Lender’s Credit Extensions or to other amounts (other than interest) payable hereunder, and if no such Credit Extensions or other amounts are then outstanding, such excess or part thereof remaining shall be paid to Borrower. In computing interest payable with reference to the Maximum Lawful Rate applicable to any Lender, such interest shall be calculated at a daily rate equal to the Maximum Lawful Rate divided by the number of days in the year in which such calculation is made.

Maximum Lawful Rate. In no event shall the interest charged hereunder with respect to the Obligations exceed the maximum amount permitted under the Laws of the State of MarylandNew York. Notwithstanding anything to the contrary in any Financing Document, if at any time the rate of interest payable hereunder (the “Stated Rate”) would exceed the highest rate of interest permitted under any applicable Law to be charged (the “Maximum Lawful Rate”), then for so long as the Maximum Lawful Rate would be so exceeded, the rate of interest payable shall be equal to the Maximum Lawful Rate; provided, however, that if at any time thereafter the Stated Rate is less than the Maximum Lawful Rate, Borrower shall, to the extent permitted by Law, continue to pay interest at the Maximum Lawful Rate until such time as the total interest received is equal to the total interest which would have been received had the Stated Rate been (but for the operation of this provision) the interest rate payable. Thereafter, the interest rate payable shall be the Stated Rate unless and until the Stated Rate again would exceed the Maximum Lawful Rate, in which event this provision shall again apply. In no event shall the total interest received by any Lender exceed the amount which it could lawfully have received, had the interest been calculated for the full term hereof at the Maximum Lawful Rate. If, notwithstanding the prior sentence, any Lender has received interest hereunder in excess of the Maximum Lawful Rate, such excess amount shall be applied to the reduction of the principal balance of such Lender’s Credit Extensions or to other amounts (other than interest) payable hereunder, and if no such Credit Extensions or other amounts are then outstanding, such excess or part thereof remaining shall be paid to Borrower. In computing interest payable with reference to the Maximum Lawful Rate applicable to any Lender, such interest shall be calculated at a daily rate equal to the Maximum Lawful Rate divided by the number of days in the year in which such calculation is made.

Maximum Lawful Rate. In no event shall the interest charged hereunder hereunder, with respect to the Obligations notes (if any) or any other obligations of Borrower under any of the Loan Documents exceed the maximum amount permitted under the Laws of the State of Maryland. Notwithstanding anything to the contrary in any Financing Documentherein or elsewhere, if at any time the rate of interest payable hereunder or under any note or other Loan Document (the “Stated Rate”) would exceed the highest rate of interest permitted under any applicable Law to be charged (the “Maximum Lawful Rate”), then for so long as the Maximum Lawful Rate would be so exceeded, the rate of interest payable shall be equal to the Maximum Lawful Rate; provided, however, that if at any time thereafter the Stated Rate is less than the Maximum Lawful Rate, Borrower shall, to the extent permitted by Law, continue to pay interest at the Maximum Lawful Rate until such time as the total interest received is equal to the total interest which would have been received had the Stated Rate been (but for the operation of this provision) the interest rate payable. Thereafter, the interest rate payable shall be the Stated Rate unless and until the Stated Rate again would exceed the Maximum Lawful Rate, in which event this provision shall again apply. In no event shall the total interest received by any Lender exceed the amount which it could lawfully have received, had the interest been calculated for the full term hereof at the Maximum Lawful Rate. If, notwithstanding the prior sentence, any Lender has received interest hereunder in excess of the Maximum Lawful Rate, then such excess amount shall be applied to the reduction of the principal balance of such Lender’s Credit Extensions Term Loan or to other amounts (other than interest) payable hereunder, and if no such Credit Extensions principal or other amounts are then outstanding, such excess or part thereof remaining shall be paid to Borrower. In computing interest payable with reference to the Maximum Lawful Rate applicable to any Lender, such interest shall be calculated at a daily rate equal to the Maximum Lawful Rate divided by the number of days in the year in which such calculation is made.

Maximum Lawful Rate. In no event shall the interest charged hereunder hereunder, with respect to the Obligations notes (if any) or any other obligations of Borrower under any Loan Documents exceed the maximum amount permitted under the Laws of the State of Maryland. Notwithstanding anything to the contrary in any Financing Documentherein or elsewhere, if at any time the rate of interest payable hereunder or under any note or other Loan Document (the “Stated Rate”) would exceed the highest rate of interest permitted under any applicable Law to be charged (the “Maximum Lawful Rate”), then for so long as the Maximum Lawful Rate would be so exceeded, the rate of interest payable shall be equal to the Maximum Lawful Rate; provided, however, that if at any time thereafter the Stated Rate is less than the Maximum Lawful Rate, Borrower shall, to the extent permitted by Law, continue to pay interest at the Maximum Lawful Rate until such time as the total interest received is equal to the total interest which would have been received had the Stated Rate been (but for the operation of this provision) the interest rate payable. Thereafter, the interest rate payable shall be the Stated Rate unless and until the Stated Rate again would exceed the Maximum Lawful Rate, in which event this provision shall again apply. In no event shall the total interest received by any Lender exceed the amount which it could lawfully have received, had the interest been calculated for the full term hereof at the Maximum Lawful Rate. If, notwithstanding the prior sentence, any Lender has received interest hereunder in excess of the Maximum Lawful Rate, such excess amount shall be applied to the reduction of the principal balance of such Lender’s Credit Extensions Term Loan or to other amounts (other than interest) payable hereunder, and if no such Credit Extensions principal or other amounts are then outstanding, such excess or part thereof remaining shall be paid to Borrower. In computing interest payable with reference to the Maximum Lawful Rate applicable to any Lender, such interest shall be calculated at a daily rate equal to the Maximum Lawful Rate divided by the number of days in the year in which such calculation is made.

Maximum Lawful Rate. In no event shall the interest charged hereunder with respect to the Obligations any Note or any other Obligation exceed the maximum amount permitted under the Laws laws of the State of MarylandNew York or of any other applicable jurisdiction. Notwithstanding anything to the contrary in any Financing Documentherein or elsewhere, if at any time the rate of interest payable hereunder or under any Note or other Financing Document (the “Stated Rate”) would exceed the highest rate of interest permitted under any applicable Law to be charged (the “Maximum Lawful Rate”), then for so long as the Maximum Lawful Rate would be so exceeded, the rate of interest payable shall be equal to the Maximum Lawful Rate; provided, however, provided that if at any time thereafter the Stated Rate is less than the Maximum Lawful Rate, Borrower the Issuer shall, to the extent permitted by Law, continue to pay interest at the Maximum Lawful Rate until such time as the total interest received is equal to the total interest which would have been received had the Stated Rate been (but for the operation of this provision) the interest rate payable. Thereafter, the interest rate payable shall be the Stated Rate unless and until the Stated Rate again would exceed the Maximum Lawful Rate, in which event this provision shall again apply. In no event shall the total interest received by any Lender Purchaser exceed the amount which it could lawfully have received, received had the interest been calculated for the full term hereof at the Maximum Lawful Rate. If, notwithstanding the prior sentence, any Lender Purchaser has received interest hereunder in excess of the Maximum Lawful Rate, such excess amount shall be applied to the reduction of the principal balance of such Lender’s Credit Extensions the Notes or to other amounts (other than interest) payable hereunder, and if . If no such Credit Extensions principal or other amounts are then outstanding, such excess or part thereof remaining shall be paid to Borrowerthe Issuer. In computing interest payable with reference to the Maximum Lawful Rate applicable to any LenderPurchaser, such interest shall be calculated at a daily rate equal to the Maximum Lawful Rate divided by the number of days in the year in which such calculation is made.

Maximum Lawful Rate. In no event shall Notwithstanding any provision of this Agreement or the interest charged hereunder with respect other Loan Documents to the Obligations exceed contrary, it is the maximum intent of Lender and Borrower, that neither Lender nor any successor or assign shall be entitled to receive, collect, reserve or apply, as interest, any amount permitted under the Laws in excess of the State amount determined by application of Maryland. Notwithstanding anything to the contrary in any Financing Document, if at any time the rate of interest payable hereunder (the “Stated Rate”) would exceed the highest rate of interest permitted under any applicable Law to be charged (the “Maximum Lawful Rate”), then for so long as the Maximum Lawful Rate would be so exceeded, of Interest. In the rate event this Agreement or the other Loan Documents calls for an interest payment that exceeds the amount determined by application of interest payable shall be equal to the Maximum Lawful RateRate of Interest, such interest shall not be received, collected, charged or reserved until such time as that interest together with all other interest then payable, falls within the amount determined by application of the Maximum Lawful Rate of Interest. In the event Lender receives any such interest in excess of the amount determined by the application of the Maximum Lawful Rate of Interest, such amount which would be excessive interest shall be deemed a partial prepayment of principal and treated hereunder as such, or, if the principal indebtedness is paid in full, any remaining excess funds shall immediately be paid to Borrower. In determining whether or not the interest paid or payable, under any specific contingency, exceeds the amount determined by application of the Maximum Lawful Rate of Interest, Borrower and Lender shall, to the greatest extent permitted under applicable law, (a) exclude voluntary prepayments and the effects thereof, and (b) amortize, prorate, allocate, and spread, in equal parts, the total amount of interest throughout the entire term of the indebtedness; provided, however, that if at any time thereafter the Stated Rate indebtedness is less than the Maximum Lawful Rate, Borrower shall, paid in full then to the extent permitted end of the full contemplated term hereof; and if the interest received for the actual period of existence hereof exceeds the amount determined by Law, continue to pay interest at application of the applicable Maximum Lawful Rate until of Interest, Lender shall refund to Borrower the amount of such time excess or credit the amount of such excess against the principal portion of the indebtedness as of the total interest received is equal to the total interest which would have been received had the Stated Rate been (but for the operation of this provision) the interest rate payable. Thereafterdate it was received, the interest rate payable shall be the Stated Rate unless and until the Stated Rate again would exceed the Maximum Lawful Rateand, in which event this provision such event, Lender shall again apply. In no event shall the total interest received not be subject to any penalties provided by any Lender exceed the amount which it could lawfully have receivedlaws for contracting for, had the charging, reserving, collecting or receiving interest been calculated for the full term hereof at the Maximum Lawful Rate. If, notwithstanding the prior sentence, any Lender has received interest hereunder in excess of the Maximum Lawful Rate, such excess amount shall be applied to determined by the reduction application of the principal balance of such Lender’s Credit Extensions or to other amounts (other than interest) payable hereunder, and if no such Credit Extensions or other amounts are then outstanding, such excess or part thereof remaining shall be paid to Borrower. In computing interest payable with reference to the applicable Maximum Lawful Rate applicable to any Lender, such interest shall be calculated at a daily rate equal to the Maximum Lawful Rate divided by the number of days in the year in which such calculation is madeInterest.

Maximum Lawful Rate. In no event shall the interest charged hereunder hereunder, with respect to the Obligations notes (if any) or any other obligations of Borrower under any Loan Documents exceed the maximum amount permitted under the Laws of the State of MarylandMaryland or of any other applicable jurisdiction. Notwithstanding anything to the contrary in any Financing Documentherein or elsewhere, if at any time the rate of interest payable hereunder or under any note or other Loan Document (the “Stated Rate”) would exceed the highest rate of interest permitted under any applicable Law to be charged (the “Maximum Lawful Rate”), then for so long as the Maximum Lawful Rate would be so exceeded, the rate of interest payable shall be equal to the Maximum Lawful Rate; provided, however, that if at any time thereafter the Stated Rate is less than the Maximum Lawful Rate, Borrower shall, to the extent permitted by Law, continue to pay interest at the Maximum Lawful Rate until such time as the total interest received is equal to the total interest which would have been received had the Stated Rate been (but for the operation of this provision) the interest rate payable. Thereafter, the interest rate payable shall be the Stated Rate unless and until the Stated Rate again would exceed the Maximum Lawful Rate, in which event this provision shall again apply. In no event shall the total interest received by any Lender exceed the amount which it could lawfully have received, had the interest been calculated for the full term hereof at the Maximum Lawful Rate. If, notwithstanding the prior sentence, any Lender has received interest hereunder in excess of the Maximum Lawful Rate, such excess amount shall be applied to the reduction of the principal balance of such Lender’s Credit Extensions the Growth Capital Advances or to other amounts (other than interest) payable hereunder, and if no such Credit Extensions principal or other amounts are then outstanding, such excess or part thereof remaining shall be paid to Borrower. In computing interest payable with reference to the Maximum Lawful Rate applicable to any Lender, such interest shall be calculated at a daily rate equal to the Maximum Lawful Rate divided by the number of days in the year in which such calculation is made.

Maximum Lawful Rate. In no event shall the interest charged hereunder with respect to the Obligations exceed the maximum amount permitted under the Laws of the State of Maryland. Notwithstanding anything to the contrary set forth in any Financing Documentthis Section 2.9, if at any time a court of competent jurisdiction determines in a final order that the rate of interest payable hereunder (the “Stated Rate”) would exceed exceeds the highest rate of interest permitted permissible under any applicable Law to be charged law (the “"Maximum Lawful Rate”"), then for so long as the Maximum Lawful Rate would be so exceeded, the rate of interest payable hereunder shall be equal to the Maximum Lawful Rate; provided, however, that if at any time thereafter the Stated Rate rate of interest payable hereunder is less than the Maximum Lawful Rate, Borrower shall, to the extent permitted by Law, shall continue to pay interest hereunder at the Maximum Lawful Rate until such time as the total interest received by Lenders is equal to the total interest which that would have been received had the Stated Rate interest rate payable hereunder been (but for the operation of this provisionparagraph) the interest rate payablepayable since the Closing Date as otherwise provided in this Agreement. Thereafter, the interest rate payable hereunder shall be paid at the Stated Rate rate(s) of interest and in the manner provided in clauses (a) through (d) of this Section 2.9, unless and until the Stated Rate rate of interest again would exceed exceeds the Maximum Lawful Rate, in which event and at that time this provision paragraph shall again apply. In no event shall the total interest received by any Lender pursuant to the terms hereof exceed the amount which it that such Lender could lawfully have received, received had the interest due hereunder been calculated for the full term hereof at the Maximum Lawful Rate. If, notwithstanding the prior sentence, any Lender has received interest hereunder in excess of the Maximum Lawful Rate, such excess amount shall be applied to the reduction of the principal balance of such Lender’s Credit Extensions or to other amounts (other than interest) payable hereunder, and if no such Credit Extensions or other amounts are then outstanding, such excess or part thereof remaining shall be paid to Borrower. In computing interest payable with reference to If the Maximum Lawful Rate applicable is calculated pursuant to any Lenderthis paragraph, such interest shall be calculated at a daily rate equal to the Maximum Lawful Rate divided by the number of days in the year in which such calculation is made. If, notwithstanding the provisions of this Section 2.9(d), a court of competent jurisdiction shall finally determine that any Lender has received interest hereunder in excess of the Maximum Lawful Rate, such Lender shall, to the extent permitted by applicable law, promptly apply such excess in the order specified in Section 2.12 and thereafter shall refund any excess to Borrower or as a court of competent jurisdiction may otherwise order.

Maximum Lawful Rate. In no event shall the any charges that may constitute interest charged hereunder with respect to the Obligations exceed the maximum amount permitted under the Laws of the State of Maryland. Notwithstanding anything to the contrary in any Financing Document, if at any time the rate of interest payable hereunder (the “Stated Rate”) would exceed the highest rate of interest permitted under any applicable Law to be charged (the “Maximum Lawful Rate”), then for so long as the Maximum Lawful Rate would be so exceeded, the rate of interest payable shall be equal to the Maximum Lawful Rate; provided, however, that if at any time thereafter the Stated Rate is less than the Maximum Lawful Rate, Borrower shall, to the extent permitted by Law, continue to pay interest at the Maximum Lawful Rate until such time as the total interest received is equal to the total interest which would have been received had the Stated Rate been (but for the operation of this provision) the interest rate payable. Thereafter, the interest rate payable shall be the Stated Rate unless and until the Stated Rate again would exceed the Maximum Lawful Rate, in which event this provision shall again applylaw. In no the event shall the total interest received by any Lender exceed the amount which it could lawfully have received, had the interest been calculated for the full term hereof at the Maximum Lawful Rate. If, notwithstanding the prior sentence, any Lender that a court of competent jurisdiction makes a final determination that Purchaser has received interest hereunder in excess of the Maximum Lawful Ratemaximum lawful rate, then such excess shall be deemed a payment of principal and the interest payable hereunder deemed amended to the amount payable under the maximum lawful rate. Crediting Customer Payments. To allow for application of payments and for purposes of computing Finance Fees, all payments shall be applied to the reduction Obligations on that number of business days identified on Schedule 1 after payments are received by Purchaser (the "Customer Payments"). Payments received after 12:00 p.m. (Pacific Standard Time) on any business day shall be deemed to have been received on the following business day. So long as no Event of Default has occurred or is continuing, Purchaser shall credit such Customer Payment to the amount outstanding with respect to the Purchased Account for which such payment was made. If Purchaser receives a Customer Payment and is unable to identify where funds are to be applied, Purchaser shall inform Seller and hold said funds in suspense. Funds will remain in suspense and will not be considered an applied payment until Purchaser and Seller agree as to the application of funds. Customer Payments held in suspense will not be credited until after that number of business days identified on Schedule 1 after payments are the Customer Payment has been released from the suspense account. Notwithstanding the foregoing, upon the occurrence of an Event of Default and following the Termination Date, Seller hereby irrevocably waives the right to direct the application of any and all such payments received from or on behalf of Seller, and Seller hereby irrevocably agrees that Purchaser shall have the continuing exclusive right to apply any and all such payments, including Customer Payments, to the Obligations in such order and manner as Purchaser shall, in its sole discretion, determine. Notwithstanding the foregoing, if any Customer Payment is subsequently dishonored or Purchaser does not receive good funds for any reason, the amount of such uncollected Customer Payment shall be included in the Obligations as if such Customer Payment had not been received, and Finance Fees shall accrue thereon, and the credit to the Obligations shall be reversed. Optional Repurchase. Seller shall have the option at any time to repurchase any Purchased Accounts by paying the outstanding amount of all Advances with respect to such Purchased Account together with all Finance Fees and all other Obligations accrued and unpaid as of the principal balance date of such Lender’s Credit Extensions or repurchase with respect to other amounts such Purchased Account and by paying a repurchase fee identified in Schedule 1 (other than interest) payable hereunder, and if no such Credit Extensions or other amounts are then outstanding, such excess or part thereof remaining shall be paid to Borrower. In computing interest payable with reference to the Maximum Lawful Rate applicable to any Lender, such interest shall be calculated at a daily rate equal to the Maximum Lawful Rate divided by the number of days in the year in which such calculation is made"Repurchase Fee").

Maximum Lawful Rate. In no event shall the interest charged hereunder with respect to the Obligations exceed the maximum amount permitted under the Laws of the State of Maryland. Notwithstanding anything to the contrary set forth in any Financing Documentthis Section 2.9, if at any time a court of competent jurisdiction determines in a final order that the rate of interest payable hereunder (the “Stated Rate”) would exceed exceeds the highest rate of interest permitted permissible under any applicable Law to be charged law (the “"Maximum Lawful Rate”"), then for so long as the Maximum Lawful Rate would be so exceeded, the rate of interest payable hereunder shall be equal to the Maximum Lawful Rate; provided, however, that if at any time thereafter the Stated Rate rate of interest payable hereunder is less than the Maximum Lawful Rate, Borrower shall, to the extent permitted by Law, shall continue to pay interest hereunder at the Maximum Lawful Rate until such time as the total interest received by Lenders is equal to the total interest which that would have been received had the Stated Rate interest rate payable hereunder been (but for the operation of this provisionparagraph) the interest rate payablepayable since the Closing Date as otherwise provided in this Agreement. Thereafter, the interest rate payable hereunder shall be paid at the Stated Rate rate(s) of interest and in the manner provided in clauses (a) through (c) of this Section 2.9, unless and until the Stated Rate rate of interest again would exceed exceeds the Maximum Lawful Rate, in which event and at that time this provision paragraph shall again apply. In no event shall the total interest received by any Lender pursuant to the terms hereof exceed the amount which it that such Lender could lawfully have received, received had the interest due hereunder been calculated for the full term hereof at the Maximum Lawful Rate. If, notwithstanding the prior sentence, any Lender has received interest hereunder in excess of the Maximum Lawful Rate, such excess amount shall be applied to the reduction of the principal balance of such Lender’s Credit Extensions or to other amounts (other than interest) payable hereunder, and if no such Credit Extensions or other amounts are then outstanding, such excess or part thereof remaining shall be paid to Borrower. In computing interest payable with reference to If the Maximum Lawful Rate applicable is calculated pursuant to any Lenderthis paragraph, such interest shall be calculated at a daily rate equal to the Maximum Lawful Rate divided by the number of days in the year in which such calculation is made. If, notwithstanding the provisions of this Section 2.9(d), a court of competent jurisdiction shall finally determine that any Lender has received interest hereunder in excess of the Maximum Lawful Rate, such Lender shall, to the extent permitted by applicable law, promptly apply such excess in the order specified in Section 2.12 and thereafter shall refund any excess to Borrower or as a court of competent jurisdiction may otherwise order.

Maximum Lawful Rate. In no event shall the interest charged hereunder with respect to the Obligations exceed the maximum amount permitted under the Laws of the State of Maryland. Notwithstanding anything to the contrary set forth in any Financing Documentthis Section 1.4, if at any time a court of competent jurisdiction determines in a final order that the rate of interest payable hereunder (the “Stated Rate”) would exceed exceeds the highest rate of interest permitted permissible under any applicable Law to be charged law (the “Maximum Lawful Ratemaximum lawful rate”), then for so long as the Maximum Lawful Rate maximum lawful rate would be so exceeded, the rate of interest payable hereunder shall be equal to the Maximum Lawful Ratemaximum lawful rate; provided, however, that if at any time thereafter the Stated Rate rate of interest payable hereunder is less than the Maximum Lawful Ratemaximum lawful rate, Borrower shall, to the extent permitted by Law, shall continue to pay interest hereunder at the Maximum Lawful Rate maximum lawful rate until such time as the total interest received by Lender is equal to the total interest which that would have been received had the Stated Rate interest rate payable hereunder been (but for the operation of this provisionparagraph) the interest rate payablepayable since the applicable Closing Date as otherwise provided in this Agreement. Thereafter, the interest rate payable hereunder shall be paid at the Stated Rate rate(s) of interest and in the manner provided in Sections 1.4(a) through (e), unless and until the Stated Rate rate of interest again would exceed exceeds the Maximum Lawful Ratemaximum lawful rate, in which event and at that time this provision paragraph shall again apply. In no event shall the total interest received by any Lender pursuant to the terms hereof exceed the amount which it that Lender could lawfully have received, received had the interest due hereunder been calculated for the full term hereof at the Maximum Lawful Ratemaximum lawful rate. If, notwithstanding If the prior sentence, any Lender has received interest hereunder in excess of the Maximum Lawful Rate, such excess amount shall be applied maximum lawful rate is calculated pursuant to the reduction of the principal balance of such Lender’s Credit Extensions or to other amounts (other than interest) payable hereunder, and if no such Credit Extensions or other amounts are then outstanding, such excess or part thereof remaining shall be paid to Borrower. In computing interest payable with reference to the Maximum Lawful Rate applicable to any Lenderthis paragraph, such interest shall be calculated at a daily rate equal to the Maximum Lawful Rate maximum lawful rate divided by the number of days in the year in which such calculation is made. If, notwithstanding the provisions of this Section 1.4(f), a court of competent jurisdiction shall finally determine that Lender has received interest hereunder in excess of the maximum lawful rate, Lender shall, to the extent permitted by applicable law, promptly apply such excess in the order specified in Section 1.4(c) and thereafter shall refund any excess to Borrower or as a court of competent jurisdiction may otherwise order.

Maximum Lawful Rate. In no event shall the interest charged hereunder with respect to the Obligations exceed the maximum amount permitted under the Laws of the State of Maryland. Notwithstanding anything to the contrary set forth in any Financing Documentthis Section 2.9, if at any time a court of competent jurisdiction determines in a final order that the rate of interest payable hereunder (the “Stated Rate”) would exceed exceeds the highest rate of interest permitted permissible under any applicable Law to be charged law (the “Maximum Lawful Rate”), then for so long as the Maximum Lawful Rate would be so exceeded, the rate of interest payable hereunder shall be equal to the Maximum Lawful Rate; provided, however, that if at any time thereafter the Stated Rate rate of interest payable hereunder is less than the Maximum Lawful Rate, the Borrower shall, to the extent permitted by Law, shall continue to pay interest hereunder at the Maximum Lawful Rate until such time as the total interest received by Lenders is equal to the total interest which that would have been received had the Stated Rate interest rate payable hereunder been (but for the operation of this provisionparagraph) the interest rate payablepayable since the Closing Date as otherwise provided in this Agreement. Thereafter, the interest rate payable hereunder shall be paid at the Stated Rate rate(s) of interest and in the manner provided in clauses (a) through (c) of this Section 2.9, unless and until the Stated Rate rate of interest again would exceed exceeds the Maximum Lawful Rate, in which event and at that time this provision paragraph shall again apply. In no event shall the total interest received by any Lender pursuant to the terms hereof exceed the amount which it that such Lender could lawfully have received, received had the interest due hereunder been calculated for the full term hereof at the Maximum Lawful Rate. If, notwithstanding the prior sentence, any Lender has received interest hereunder in excess of the Maximum Lawful Rate, such excess amount shall be applied to the reduction of the principal balance of such Lender’s Credit Extensions or to other amounts (other than interest) payable hereunder, and if no such Credit Extensions or other amounts are then outstanding, such excess or part thereof remaining shall be paid to Borrower. In computing interest payable with reference to If the Maximum Lawful Rate applicable is calculated pursuant to any Lenderthis paragraph, such interest shall be calculated at a daily rate equal to the Maximum Lawful Rate divided by the number of days in the year in which such calculation is made. If, notwithstanding the provisions of this Section 2.9(d), a court of competent jurisdiction shall finally determine that any Lender has received interest hereunder in excess of the Maximum Lawful Rate, such Lender shall, to the extent permitted by applicable law, promptly apply such excess in the order specified in Section 2.12 and thereafter shall refund any excess to the Borrower or as a court of competent jurisdiction may otherwise order.

Maximum Lawful Rate. In no event shall the interest charged hereunder with respect to the Obligations exceed the maximum amount permitted under the Laws of the State of MarylandNew York. Notwithstanding anything to the contrary in any Financing Loan Document, if at any time the rate of interest payable hereunder (the “Stated Rate”) would exceed the highest rate of interest permitted under any applicable Law to be charged (the “Maximum Lawful Rate”), then for so long as the Maximum Lawful Rate would be so exceeded, the rate of interest payable shall be equal to the Maximum Lawful Rate; provided, however, that if at any time thereafter the Stated Rate is less than the Maximum Lawful Rate, Borrower shall, to the extent permitted by Law, continue to pay interest at the Maximum Lawful Rate until such time as the total interest received is equal to the total interest which would have been received had the Stated Rate been (but for the operation of this provision) the interest rate payable. Thereafter, the interest rate payable shall be the Stated Rate unless and until the Stated Rate again would exceed the Maximum Lawful Rate, in which event this provision shall again apply. In no event shall the total interest received by any Lender exceed the amount which it could lawfully have received, had the interest been calculated for the full term hereof at the Maximum Lawful Rate. If, notwithstanding the prior sentence, any Lender has received interest hereunder in excess of the Maximum Lawful Rate, such excess amount shall be applied to the reduction of the principal balance of such Lender’s Credit Extensions or to other amounts (other than interest) payable hereunder, and if no such Credit Extensions or other amounts are then outstanding, such excess or part thereof remaining shall be paid to Borrower. In computing interest payable with reference to the Maximum Lawful Rate applicable to any Lender, such interest shall be calculated at a daily rate equal to the Maximum Lawful Rate divided by the number of days in the year in which such calculation is made.

Maximum Lawful Rate. In no event shall the interest charged hereunder with respect to the Obligations exceed the maximum amount permitted under the Laws of the State of Maryland. Notwithstanding anything to the contrary in any Financing Documentcontained herein, if at any time a court of competent jurisdiction determines in a final order that the effective rate of interest payable hereunder (the “Stated Rate”) would exceed exceeds the highest rate of interest permitted permissible under any applicable Law to be charged law (the “Maximum Lawful Rate”"MAXIMUM LAWFUL RATE"), then for so long as the Maximum Lawful Rate would be so exceeded, the effective rate of interest payable hereunder shall be equal to the Maximum Lawful Rate; provided, however, that if at any time thereafter the Stated Rate effective rate of interest payable hereunder is less than the Maximum Lawful Rate, Borrower shall, to the extent permitted by Law, Borrowers shall continue to pay interest hereunder at the Maximum Lawful Rate until such time as the total interest received by Investment Manager, on behalf of Lender, is equal to the total interest which that would have been received had the Stated Rate effective interest rate payable hereunder been (but for the operation of this provisionparagraph) the interest rate payablepayable since the Closing Date as otherwise provided in this Agreement. Thereafter, the effective interest rate payable hereunder shall be paid at the Stated Rate rate(s) of interest and in the manner provided hereunder, unless and until the Stated Rate rate of interest again would exceed exceeds the Maximum Lawful Rate, in which event and at that time this provision paragraph shall again apply. In no event shall the total interest received by any Lender pursuant to the terms hereof exceed the amount which it that such Lender could lawfully have received, received had the interest due hereunder been calculated for the full term hereof at the Maximum Lawful Rate. If, notwithstanding the prior sentence, any Lender has received interest hereunder in excess of the Maximum Lawful Rate, such excess amount shall be applied to the reduction of the principal balance of such Lender’s Credit Extensions or to other amounts (other than interest) payable hereunder, and if no such Credit Extensions or other amounts are then outstanding, such excess or part thereof remaining shall be paid to Borrower. In computing interest payable with reference to If the Maximum Lawful Rate applicable is calculated pursuant to any Lenderthis paragraph, such interest shall be calculated at a daily rate equal to the Maximum Lawful Rate divided by the number of days in the year in which such calculation is made. If, notwithstanding the provisions of this SECTION 1.10, a court of competent jurisdiction shall determine by a final, non-appealable order that Lender has received interest hereunder in excess of the Maximum Lawful Rate, Investment Manager shall, to the extent permitted by applicable law, promptly apply such excess to the outstanding principal amount of the Loan and thereafter, Lender shall refund any excess to Borrowers or as such court of competent jurisdiction may otherwise order.

Maximum Lawful Rate. In no event shall the interest charged hereunder hereunder, with respect to the Obligations notes (if any) or any other obligations of Borrower under any Loan Documents exceed the maximum amount permitted under the Laws of the State of MarylandCalifornia. Notwithstanding anything to the contrary in any Financing Documentherein or elsewhere, if at any time the rate of interest payable hereunder or under any note or other Loan Document (the “Stated Rate”) would exceed the highest rate of interest permitted under any applicable Law to be charged (the “Maximum Lawful Rate”), then for so long as the Maximum Lawful Rate would be so exceeded, the rate of interest payable shall be equal to the Maximum Lawful Rate; provided, however, that if at any time thereafter the Stated Rate is less than the Maximum Lawful Rate, Borrower shall, to the extent permitted by Law, continue to pay interest at the Maximum Lawful Rate until such time as the total interest received is equal to the total interest which would have been received had the Stated Rate been (but for the operation of this provision) the interest rate payable. Thereafter, the interest rate payable shall be the Stated Rate unless and until the Stated Rate again would exceed the Maximum Lawful Rate, in which event this provision shall again apply. In no event shall the total interest received by any Lender exceed the amount which it could lawfully have received, had the interest been calculated for the full term hereof at the Maximum Lawful Rate. If, notwithstanding the prior sentence, any Lender has received interest hereunder in excess of the Maximum Lawful Rate, such excess amount shall be applied to the reduction of the principal balance of such Lender’s Credit Extensions Term Loan or to other amounts (other than interest) payable hereunder, and if no such Credit Extensions principal or other amounts are then outstanding, such excess or part thereof remaining shall be paid to Borrower. In computing interest payable with reference to the Maximum Lawful Rate applicable to any Lender, such interest shall be calculated at a daily rate equal to the Maximum Lawful Rate divided by the number of days in the year in which such calculation is made.

Maximum Lawful Rate. In no event shall the interest charged hereunder with respect to the Obligations exceed the maximum amount permitted under the Laws of the State of Maryland. Notwithstanding anything to the contrary in any Financing Documentcontained herein, if at any time a court of competent jurisdiction determines in a final order that the rate of interest effective Bridge Rate payable hereunder (the “Stated Rate”) would exceed exceeds the highest rate of interest permitted permissible under any applicable Law to be charged law (the “Maximum Lawful Rate”), then for so long as the Maximum Lawful Rate would be so exceeded, the rate of interest effective Bridge Rate payable hereunder shall be equal to the Maximum Lawful Rate; provided, however, that if at any time thereafter the Stated effective Bridge Rate payable hereunder is less than the Maximum Lawful Rate, Borrower shall, to the extent permitted by Law, shall continue to pay interest hereunder at the Maximum Lawful Rate until such time as the total interest received by Investment Manager, on behalf of Lender, is equal to the total interest which that would have been received had the Stated effective Bridge Rate payable hereunder been (but for the operation of this provisionparagraph) the interest rate payablepayable since the respective date of issuance of the subject Bridge Note as otherwise provided in this Agreement. Thereafter, the interest rate effective Bridge Rate payable hereunder shall be paid at the Stated Rate rate(s) of interest and in the manner provided hereunder, unless and until the Stated Rate rate of interest again would exceed exceeds the Maximum Lawful Rate, in which event and at that time this provision paragraph shall again apply. In no event shall the total interest received by any Lender under the Bridge Notes pursuant to the terms hereof exceed the amount which it that such Lender could lawfully have received, received had the Bridge Rate of interest due hereunder been calculated for the full term hereof of the Bridge Notes at the Maximum Lawful Rate. If, notwithstanding the prior sentence, any Lender has received interest hereunder in excess of the Maximum Lawful Rate, such excess amount shall be applied to the reduction of the principal balance of such Lender’s Credit Extensions or to other amounts (other than interest) payable hereunder, and if no such Credit Extensions or other amounts are then outstanding, such excess or part thereof remaining shall be paid to Borrower. In computing interest payable with reference to If the Maximum Lawful Rate applicable is calculated pursuant to any Lenderthis paragraph, such interest shall be calculated at a daily rate equal to the Maximum Lawful Rate divided by the number of days in the year in which such calculation is made. If, notwithstanding the provisions of this Section 1.10, a court of competent jurisdiction shall determine by a final, non-appealable order that Lender has received interest on the Bridge Notes in excess of the Maximum Lawful Rate, the Investment Manager shall, to the extent permitted by applicable law, promptly apply such excess to the outstanding principal amount of the outstanding Bridge Loan(s) and thereafter, Lender shall refund any excess to Borrower or as such court of competent jurisdiction may otherwise order.

Maximum Lawful Rate. In no event shall the interest charged hereunder with respect to the Obligations exceed the maximum amount permitted under the Laws of the State of Maryland. Notwithstanding anything to the contrary set forth in any Financing Documentthis Section 1.3, if at any time a court of competent jurisdiction determines in a final order that the rate of interest payable hereunder (the “Stated Rate”) would exceed exceeds the highest rate of interest permitted permissible under any applicable Law to be charged law (the “"Maximum Lawful Rate”"), then for so long as the Maximum Lawful Rate would be so exceeded, the rate of interest payable hereunder shall be equal to the Maximum Lawful Rate; provided, however, that if at any time thereafter the Stated Rate rate of interest payable hereunder is less than the Maximum Lawful Rate, Borrower shall, to the extent permitted by Law, Co-Borrowers shall continue to pay interest hereunder at the Maximum Lawful Rate until such time as the total interest received by Administrative Agent, on behalf of Lenders, is equal to the total interest which would have been received had the Stated Rate interest rate payable hereunder been (but for the operation of this provisionparagraph) the interest rate payablepayable since the initial Borrowing Date as otherwise provided in this Agreement. Thereafter, the interest rate payable hereunder shall be paid at the Stated Rate rate(s) of interest and in the manner provided in Sections 1.3(a) through (f) above, unless and until the Stated Rate rate of interest again would exceed exceeds the Maximum Lawful Rate, in which event and at that time this provision paragraph shall again apply. In no event shall the total interest received by any Lender pursuant to the terms hereof exceed the amount which it such Lender could lawfully have received, received had the interest due hereunder been calculated for the full term hereof at the Maximum Lawful Rate. If, notwithstanding the prior sentence, any Lender has received interest hereunder in excess of the Maximum Lawful Rate, such excess amount shall be applied to the reduction of the principal balance of such Lender’s Credit Extensions or to other amounts (other than interest) payable hereunder, and if no such Credit Extensions or other amounts are then outstanding, such excess or part thereof remaining shall be paid to Borrower. In computing interest payable with reference to If the Maximum Lawful Rate applicable is calculated pursuant to any Lenderthis paragraph, such interest shall be calculated at a daily rate equal to the Maximum Lawful Rate divided by the number of days in the year in which such calculation is made.

Maximum Lawful Rate. In no event shall the interest charged hereunder hereunder, with respect to the Obligations notes (if any) or any other obligations of Borrower under any Loan Documents exceed the maximum amount permitted under the Laws of the State of MarylandNew York. Notwithstanding anything to the contrary in any Financing Documentherein or elsewhere, if at any time the rate of interest payable hereunder or under any note or other Loan Document (the “Stated Rate”) would exceed the highest rate of interest permitted under any applicable Law to be charged (the “Maximum Lawful Rate”), then for so long as the Maximum Lawful Rate would be so exceeded, the rate of interest payable shall be equal to the Maximum Lawful Rate; provided, however, that if at any time thereafter the Stated Rate is less than the Maximum Lawful Rate, Borrower shall, to the extent permitted by Law, continue to pay interest at the Maximum Lawful Rate until such time as the total interest received is equal to the total interest which would have been received had the Stated Rate been (but for the operation of this provision) the interest rate payable. Thereafter, the interest rate payable shall be the Stated Rate unless and until the Stated Rate again would exceed the Maximum Lawful Rate, in which event this provision shall again apply. In no event shall the total interest received by any Lender exceed the amount which it could lawfully have received, had the interest been calculated for the full term hereof at the Maximum Lawful Rate. If, notwithstanding the prior sentence, any Lender has received interest hereunder in excess of the Maximum Lawful Rate, such excess amount shall be applied to the reduction of the principal balance of such Lender’s applicable Credit Extensions Extension or to other amounts (other than interest) payable hereunder, and if no such Credit Extensions principal or other amounts are then outstanding, such excess or part thereof remaining shall be paid to Borrower. In computing interest payable with reference to the Maximum Lawful Rate applicable to any Lender, such interest shall be calculated at a daily rate equal to the Maximum Lawful Rate divided by the number of days in the year in which such calculation is made.

Maximum Lawful Rate. In no event shall the interest charged hereunder hereunder, with respect to the Obligations notes (if any) or any other obligations of Borrower under any of the Loan Documents exceed the maximum amount permitted under the Laws of the State of Maryland. Notwithstanding anything to the contrary in any Financing Documentherein or elsewhere, if at any time the rate of interest payable hereunder or under any note or other Loan Document (the “Stated Rate”) would exceed the highest rate of interest permitted under any applicable Law to be charged (the “Maximum Lawful Rate”), then for so long as the Maximum Lawful Rate would be so exceeded, the rate of interest payable shall be equal to the Maximum Lawful Rate; provided, however, that if at any time thereafter the Stated Rate is less than the Maximum Lawful Rate, Borrower shall, to the extent permitted by Law, continue to pay interest at the Maximum Lawful Rate until such time as the total interest received is equal to the total interest which would have been received had the Stated Rate been (but for the operation of this provision) the interest rate payable. Thereafter, the interest rate payable shall be the Stated Rate unless and until the Stated Rate again would exceed the Maximum Lawful Rate, in which event this provision shall again apply. In no event shall the total interest received by any Lender exceed the amount which it could lawfully have received, had the interest been calculated for the full term hereof at the Maximum Lawful Rate. If, notwithstanding the prior sentence, any Lender has received interest hereunder in excess of the Maximum Lawful Rate, then such excess amount shall be applied to the reduction of the principal balance of such Lender’s Credit Extensions Term Loan or to other amounts (other than interest) payable hereunder, and if no such Credit Extensions principal or other amounts are then outstanding, such excess or part thereof remaining shall be paid to Borrower. In computing interest payable with reference to the Maximum Lawful Rate applicable to any Lender, such interest shall be calculated at a daily rate equal to the Maximum Lawful Rate divided by the number of days in the year in which such calculation is made.to

Maximum Lawful Rate. In no event shall the interest charged hereunder hereunder, with respect to the Secured Promissory Notes or any other Obligations of Borrower under any Loan Documents exceed the maximum amount permitted under the Laws of the State of Maryland. Notwithstanding anything to the contrary in any Financing Documentherein or elsewhere, if at any time the rate of interest payable hereunder or under any note or other Loan Document (the “Stated Rate”) would exceed the highest rate of interest permitted under any applicable Law to be charged (the “Maximum Lawful Rate”), then for so long as the Maximum Lawful Rate would be so exceeded, the rate of interest payable shall be equal to the Maximum Lawful Rate; provided, however, that if at any time thereafter the Stated Rate is less than the Maximum Lawful Rate, Borrower shall, to the extent permitted by Law, continue to pay interest at the Maximum Lawful Rate until such time as the total interest received is equal to the total interest which would have been received had the Stated Rate been (but for the operation of this provision) the interest rate payable. Thereafter, the interest rate payable shall be the Stated Rate unless and until the Stated Rate again would exceed the Maximum Lawful Rate, in which event this provision shall again apply. In no event shall the total interest received by any Lender exceed the amount which it could lawfully have received, had the interest been calculated for the full term hereof at the Maximum Lawful Rate. If, notwithstanding the prior sentence, any Lender has received interest hereunder in excess of the Maximum Lawful Rate, such excess amount shall be applied to the reduction of the principal balance of such Lender’s Credit Extensions Term Loan or to other amounts (other than interest) payable hereunder, and if no such Credit Extensions principal or other amounts are then outstanding, such excess or part thereof remaining shall be paid to Borrower. In computing interest payable with reference to the Maximum Lawful Rate applicable to any Lender, such interest shall be calculated at a daily rate equal to the Maximum Lawful Rate divided by the number of days in the year in which such calculation is made.

Maximum Lawful Rate. 4.1. It is the intent of the Company and the Holders and all other parties to the Note Purchase Agreement, Note and Security Documents to conform to and contract in strict compliance with applicable usury law from time to time in effect. All agreements between Holders or any other holder hereof and the Company (or any other party liable with respect to any indebtedness under the Note Purchase Agreement, Note and Security Documents) are hereby limited by the provisions of this paragraph which shall override and control all such agreements, whether now existing or hereafter arising and whether written or oral. In no way, nor in any event or contingency (including but not limited to prepayment, default, demand for payment, or acceleration of the maturity of any obligation), shall the interest taken, reserved, contracted for, charged hereunder with respect to the Obligations or received under this Note or otherwise, exceed the maximum nonusurious amount permitted permissible under the Laws applicable law. If, from any possible construction of any document, interest would otherwise be payable in excess of the State of Maryland. Notwithstanding anything maximum nonusurious amount, any such construction shall be subject to the contrary in any Financing Document, if at any time provisions of this paragraph and such document shall be automatically reformed and the rate of interest payable hereunder (the “Stated Rate”) would exceed the highest rate of interest permitted under any applicable Law to be charged (the “Maximum Lawful Rate”), then for so long as the Maximum Lawful Rate would be so exceeded, the rate of interest payable shall be automatically reduced to the maximum nonusurious amount permitted under applicable law, without the necessity of execution of any amendment or new document. If the Holder hereof shall ever receive anything of value which is characterized as interest under applicable law and which would apart from this provision be in excess of the maximum lawful amount, an amount equal to the Maximum Lawful Rate; provided, however, that if at any time thereafter the Stated Rate is less than the Maximum Lawful Rate, Borrower shall, to the extent permitted by Law, continue to pay interest at the Maximum Lawful Rate until such time as the total interest received is equal to the total interest amount which would have been received had the Stated Rate been (but for the operation of this provision) the excessive interest rate payable. Thereaftershall, the interest rate payable shall be the Stated Rate unless and until the Stated Rate again would exceed the Maximum Lawful Ratewithout penalty, in which event this provision shall again apply. In no event shall the total interest received by any Lender exceed the amount which it could lawfully have received, had the interest been calculated for the full term hereof at the Maximum Lawful Rate. If, notwithstanding the prior sentence, any Lender has received interest hereunder in excess of the Maximum Lawful Rate, such excess amount shall be applied to the reduction of the principal balance amount owing on the indebtedness evidenced hereby in the inverse order of its maturity and not to the payment of interest, or refunded to the Company or the other payor thereof if and to the extent such amount which would have been excessive exceeds such unpaid principal. The right to accelerate maturity of this Note or any other indebtedness does not include the right to accelerate any interest which has not otherwise accrued on the date of such Lender’s Credit Extensions or to other amounts (other than interest) payable hereunderacceleration, and if no such Credit Extensions the Holder hereof does not intend to charge or other amounts are then outstanding, such excess receive any unearned interest in the event of acceleration. All interest paid or part thereof remaining shall agreed to be paid to Borrower. In computing interest payable with reference the holder hereof shall, to the Maximum Lawful Rate extent permitted by applicable to law, be amortized, prorated, allocated and spread throughout the full stated term (including any Lenderrenewal or extension) of such indebtedness so that the amount of interest on account of such indebtedness does not exceed the maximum nonusurious amount permitted by applicable law. As used in this paragraph, the term "applicable law" shall mean the laws of the State of Texas or the federal laws of the United States, whichever laws allow the greater interest, as such interest shall laws now exist or may be calculated at a daily rate equal to the Maximum Lawful Rate divided by the number of days changed or amended or come into effect in the year in which such calculation is madefuture.

Maximum Lawful Rate. In no event shall the interest charged hereunder with respect to the Obligations exceed the maximum amount permitted under the Laws of the State of Maryland. Notwithstanding anything to the contrary set forth in any Financing Documentthis Section 1.2, if at any time a court of competent jurisdiction determines in a final non-appealable order that the rate of interest payable hereunder (the “Stated Rate”) would exceed exceeds the highest rate of interest permitted permissible under any applicable Law to be charged law (the “Maximum Lawful Rate”), then for so long as the Maximum Lawful Rate would be so exceeded, the rate of interest payable hereunder shall be equal to the Maximum Lawful Rate; provided, however, that if at any time thereafter the Stated Rate rate of interest payable hereunder is less than the Maximum Lawful Rate, Borrower shall, to the extent permitted by Law, shall continue to pay interest hereunder at the Maximum Lawful Rate until such time as the total interest received by the Lenders, is equal to the total interest which that would have been received had the Stated Rate interest rate payable hereunder been (but for the operation of this provisionparagraph) the interest rate payablepayable since the Closing Date as otherwise provided in this Agreement. Thereafter, the interest rate payable hereunder shall be paid at the Stated Rate rate(s) of interest and in the manner provided in Sections 1.2(a) through (c), unless and until the Stated Rate rate of interest again would exceed exceeds the Maximum Lawful Rate, in which event and at that time this provision paragraph shall again apply. In no event shall the total interest received by any Lender the Lenders pursuant to the terms hereof exceed the amount which it that the Lenders could lawfully have received, received had the interest due hereunder been calculated for the full term hereof at the Maximum Lawful Rate. If, notwithstanding the prior sentence, any Lender has received interest hereunder in excess of the Maximum Lawful Rate, such excess amount shall be applied to the reduction of the principal balance of such Lender’s Credit Extensions or to other amounts (other than interest) payable hereunder, and if no such Credit Extensions or other amounts are then outstanding, such excess or part thereof remaining shall be paid to Borrower. In computing interest payable with reference to If the Maximum Lawful Rate applicable is calculated pursuant to any Lenderthis paragraph, such interest shall be calculated at a daily rate equal to the Maximum Lawful Rate divided by the number of days in the year in which such calculation is made. If, notwithstanding the provisions of this Section 1.2(d) a court of competent jurisdiction shall determine by a final, non-appealable order that the Lenders have received interest hereunder in excess of the Maximum Lawful Rate, the Lenders shall, to the extent permitted by applicable law, promptly apply such excess as specified in Section 1.6 and thereafter shall refund any excess to Borrower or as such court of competent jurisdiction may otherwise order.

Maximum Lawful Rate. In no event shall the interest charged hereunder with respect to the Obligations exceed the maximum amount permitted under the Laws of the State of MarylandNew York. Notwithstanding anything to the contrary in any Financing Document, if at any time the rate of interest payable hereunder (the “Stated Rate”) would exceed the highest rate of interest permitted under any applicable Law to be charged (the “Maximum Lawful Rate”), then for so long as the Maximum Lawful Rate would be so exceeded, the rate of interest payable shall be equal to the Maximum Lawful Rate; provided, however, that if at any time thereafter the Stated Rate is less than the Maximum Lawful Rate, Borrower shall, to the extent permitted by Law, continue to pay interest at the Maximum Lawful Rate until such time as the total interest received is equal to the total interest which would have been received had the Stated Rate been (but for the operation of this provision) the interest rate payable. Thereafter, the interest rate payable shall be the Stated Rate unless and until the Stated Rate again would exceed the Maximum Lawful Rate, in which event this provision shall again apply. In no event shall the total interest received by any Lender exceed the amount which it could lawfully have received, had the interest been calculated ​ ​ for the full term hereof at the Maximum Lawful Rate. If, notwithstanding the prior sentence, any Lender has received interest hereunder in excess of the Maximum Lawful Rate, such excess amount shall be applied to the reduction of the principal balance of such Lender’s Credit Extensions or to other amounts (other than interest) payable hereunder, and if no such Credit Extensions or other amounts are then outstanding, such excess or part thereof remaining shall be paid to Borrower. In computing interest payable with reference to the Maximum Lawful Rate applicable to any Lender, such interest shall be calculated at a daily rate equal to the Maximum Lawful Rate divided by the number of days in the year in which such calculation is made.

Maximum Lawful Rate. In no event shall the interest charged hereunder hereunder, with respect to the Obligations Term Loans and corresponding promissory notes (if any) or any other obligations of Borrower under any of the Loan Documents exceed the maximum amount permitted under the Laws of the State of Maryland. Notwithstanding anything to the contrary in any Financing Documentherein or elsewhere, if at any time the rate of interest payable hereunder or under any promissory note or other Loan Document (the “Stated Rate”) would exceed the highest rate of interest permitted under any applicable Law to be charged (the “Maximum Lawful Rate”), then for so long as the Maximum Lawful Rate would be so exceeded, the rate of interest payable shall be equal to the Maximum Lawful Rate; provided, however, that if at any time thereafter the Stated Rate is less than the Maximum Lawful Rate, Borrower shall, to the extent permitted by Law, continue to pay interest at the Maximum Lawful Rate until such time as the total interest received is equal to the total interest which would have been received had the Stated Rate been (but for the operation of this provision) the interest rate payable. Thereafter, the interest rate payable shall be the Stated Rate unless and until the Stated Rate again would exceed the Maximum Lawful Rate, in which event this provision shall again apply. In no event shall the total interest received by any Lender exceed the amount which it could lawfully have received, had the interest been calculated for the full term hereof at the Maximum Lawful Rate. If, notwithstanding the prior sentence, any Lender has received interest hereunder in excess of the Maximum Lawful Rate, then such excess amount shall be applied to the reduction of the principal balance of such Lender’s Credit Extensions Term Loan or to other amounts (other than interest) payable hereunder, and if no such Credit Extensions principal or other amounts are then outstanding, such excess or part thereof remaining shall be paid to Borrower. In computing interest payable with reference to the Maximum Lawful Rate applicable to any Lender, such interest shall be calculated at a daily rate equal to the Maximum Lawful Rate divided by the number of days in the year in which such calculation is made.

Maximum Lawful Rate. In no event shall the interest charged hereunder with respect to the Obligations exceed the maximum amount permitted under the Laws of the State of MarylandNew York. Notwithstanding anything to the contrary in any Financing Document, if at any time the rate of interest payable hereunder (the “Stated Rate”) would exceed the highest rate of interest permitted under any applicable Law to be charged (the “Maximum Lawful Rate”), then for so long as the Maximum Lawful Rate would be so exceeded, the rate of interest payable shall be equal to the Maximum Lawful Rate; provided, however, that if at any time thereafter the Stated Rate is less than the Maximum Lawful Rate, Borrower shall, to the extent permitted by Law, continue to pay interest at the Maximum Lawful Rate until such time as the total interest received is equal to the total interest which would have been received had the Stated Rate been (but for the operation of this provision) the interest rate payable. Thereafter, the interest rate payable shall be the Stated Rate unless and until the Stated Rate again would exceed the Maximum Lawful Rate, in which event this provision shall again apply. In no event shall the total interest received by any Lender exceed the amount which it could lawfully have received, had the interest been calculated for the full term hereof at the Maximum Lawful Rate. If, notwithstanding the prior sentence, any Lender has received interest hereunder in excess of the Maximum Lawful Rate, such excess amount shall be applied to the reduction of the principal balance of such Lender’s Credit Extensions or to other amounts (other than interest) payable hereunder, and if no such Credit Extensions or other amounts are then outstanding, such excess or part thereof remaining shall be paid to Borrower. In computing interest payable with reference to the Maximum Lawful CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. ​ Rate applicable to any Lender, such interest shall be calculated at a daily rate equal to the Maximum Lawful Rate divided by the number of days in the year in which such calculation is made.

Maximum Lawful Rate. In no event shall the interest charged hereunder hereunder, with respect to the Obligations Term Loan and corresponding promissory notes (if any) or any other obligations of Borrower under any of the Loan Documents exceed the maximum amount permitted under the Laws of the State of Maryland. Notwithstanding anything to the contrary in any Financing Documentherein or elsewhere, if at any time the rate of interest payable hereunder or under any promissory note or other Loan Document (the “Stated Rate”) would exceed the highest rate of interest permitted under any applicable Law to be charged (the “Maximum Lawful Rate”), then for so long as the Maximum Lawful Rate would be so exceeded, the rate of interest payable shall be equal to the Maximum Lawful Rate; provided, however, that if at any time thereafter the Stated Rate is less than the Maximum Lawful Rate, Borrower shall, to the extent permitted by Law, continue to pay interest at the Maximum Lawful Rate until such time as the total interest received is equal to the total interest which would have been received had the Stated Rate been (but for the operation of this provision) the interest rate payable. Thereafter, the interest rate payable shall be the Stated Rate unless and until the Stated Rate again would exceed the Maximum Lawful Rate, in which event this provision shall again apply. In no event shall the total interest received by any Lender exceed the amount which it could lawfully have received, had the interest been calculated for the full term hereof at the Maximum Lawful Rate. If, notwithstanding the prior sentence, any Lender has received interest hereunder in excess of the Maximum Lawful Rate, then such excess amount shall be applied to the reduction of the principal balance of such Lender’s Credit Extensions 's Term Loan or to other amounts (other than interest) payable hereunder, and if no such Credit Extensions principal or other amounts are then outstanding, such excess or part thereof remaining shall be paid to Borrower. In computing interest payable with reference to the Maximum Lawful Rate applicable to any Lender, such interest shall be calculated at a daily rate equal to the Maximum Lawful Rate divided by the number of days in the year in which such calculation is made.

Maximum Lawful Rate. In no event shall the interest charged hereunder with respect to the Obligations exceed the maximum amount permitted under the Laws of the State of Maryland. Notwithstanding anything to the contrary set forth in any Financing DocumentSection 3.01 hereof, if at any time a court of competent jurisdiction determines in a final order that the rate of interest payable hereunder (the “Stated Rate”) would exceed exceeds the highest rate of interest permitted permissible under any applicable Law to be charged law (the “"Maximum Lawful Rate”"), then for so long as the Maximum Lawful Rate would be so exceeded, the rate of interest payable hereunder shall be equal to the Maximum Lawful Rate; provided, however, that if at any time thereafter the Stated Rate rate of interest payable hereunder is less than the Maximum Lawful Rate, the Borrower shall, to the extent permitted by Law, shall continue to pay interest hereunder at the Maximum Lawful Rate until such time as the total interest received by Lender is equal to the total interest which would have been received had the Stated Rate interest rate payable hereunder been (but for the operation of this provisionparagraph) the interest rate payablepayable pursuant to Section 3.01 hereof. Thereafter, the interest rate payable hereunder shall be paid at the Stated Rate rate(s) of interest and in the manner provided in Section 3.01 above, unless and until the Stated Rate rate of interest again would exceed exceeds the Maximum Lawful Rate, in which event and at that time this provision paragraph shall again apply. In no event shall the total interest received by any Lender pursuant to the terms hereof exceed the amount which it such Lender could lawfully have received, received had the interest due hereunder been calculated for the full term hereof at the Maximum Lawful Rate. If, notwithstanding the prior sentence, any Lender has received interest hereunder in excess of the Maximum Lawful Rate, such excess amount shall be applied to the reduction of the principal balance of such Lender’s Credit Extensions or to other amounts (other than interest) payable hereunder, and if no such Credit Extensions or other amounts are then outstanding, such excess or part thereof remaining shall be paid to Borrower. In computing interest payable with reference to If the Maximum Lawful Rate applicable is calculated pursuant to any Lenderthis paragraph, such interest shall be calculated at a daily rate equal to the Maximum Lawful Rate divided by the number of days in the year in which such calculation is made. If, notwithstanding the provisions of this Section 3.02, a court of competent jurisdiction shall finally determine that a Lender has received interest hereunder in excess of the Maximum Lawful Rate, the Lender shall, to the extent permitted by applicable law, promptly apply such excess in the order specified in Section 8.02 and thereafter shall refund any excess to the Borrower or as a court of competent jurisdiction may otherwise order.

Maximum Lawful Rate. In no event shall the interest charged hereunder with respect to the Obligations exceed the maximum amount permitted under the Laws of the State of Maryland. Notwithstanding anything to the contrary in any Financing Document, if at any time the rate of interest payable hereunder (the “Stated Rate”) would exceed the highest rate of interest permitted under any applicable Law to be charged (the “Maximum Lawful Rate”), then for so long as the Maximum Lawful Rate would be so exceeded, the rate of interest payable shall be equal to the Maximum Lawful Rate; provided, however, that that, if at any time thereafter the Stated Rate is less than the Maximum Lawful Rate, Borrower shall, to the extent permitted by Law, continue to pay interest at the Maximum Lawful Rate until such time as the total interest received is equal to the total interest which would have been received had the Stated Rate been (but for the operation of this provision) the interest rate payable. Thereafter, the interest rate payable shall be the Stated Rate unless and until the Stated Rate again would exceed the Maximum Lawful Rate, in which event this provision shall again apply. In no event shall the total interest received by any Lender exceed the amount which it could lawfully have received, had the interest been calculated for the full term hereof at the Maximum Lawful Rate. If, notwithstanding the prior sentence, any Lender has received interest hereunder in excess of the Maximum Lawful Rate, such excess amount shall be applied to the reduction of the principal balance of such Lender’s Credit Extensions or to other amounts (other than interest) payable hereunder, and and, if no such Credit Extensions or other amounts are then outstanding, such excess or part thereof remaining shall be paid to Borrower. In computing interest payable with reference to the Maximum Lawful Rate applicable to any Lender, such interest shall be calculated at a daily rate equal to the Maximum Lawful Rate divided by the number of days in the year in which such calculation is made. Certain information has been omitted from this exhibit in places marked “[***]” because it is both not material and would likely cause competitive harm to the registrant if publicly disclosed.

Maximum Lawful Rate. In no event shall the interest charged hereunder with respect to the Obligations exceed the maximum amount permitted under the Laws of the State of Maryland. Notwithstanding anything to the contrary set forth in any Financing Documentthis Section 1.4, if at any time a court of competent jurisdiction determines in a final order that the rate of interest payable hereunder (the “Stated Rate”) would exceed exceeds the highest rate of interest permitted permissible under any applicable Law to be charged law (the “Maximum Lawful Rate”"maximum lawful rate"), then for so long as the Maximum Lawful Rate maximum lawful rate would be so exceeded, the rate of interest payable hereunder shall be equal to the Maximum Lawful Ratemaximum lawful rate; provided, however, that if at any time thereafter the Stated Rate rate of interest payable hereunder is less than the Maximum Lawful Ratemaximum lawful rate, Borrower shall, to the extent permitted by Law, shall continue to pay interest hereunder at the Maximum Lawful Rate maximum lawful rate until such time as the total interest received by Lender is equal to the total interest which that would have been received had the Stated Rate interest rate payable hereunder been (but for the operation of this provisionparagraph) the interest rate payablepayable since the applicable Closing Date as otherwise provided in this Agreement. Thereafter, the interest rate payable hereunder shall be paid at the Stated Rate rate(s) of interest and in the manner provided in Sections 1.4(a) through (e), unless and until the Stated Rate rate of interest again would exceed exceeds the Maximum Lawful Ratemaximum lawful rate, in which event and at that time this provision paragraph shall again apply. In no event shall the total interest received by any Lender pursuant to the terms hereof exceed the amount which it that Lender could lawfully have received, received had the interest due hereunder been calculated for the full term hereof at the Maximum Lawful Ratemaximum lawful rate. If, notwithstanding If the prior sentence, any Lender has received interest hereunder in excess of the Maximum Lawful Rate, such excess amount shall be applied maximum lawful rate is calculated pursuant to the reduction of the principal balance of such Lender’s Credit Extensions or to other amounts (other than interest) payable hereunder, and if no such Credit Extensions or other amounts are then outstanding, such excess or part thereof remaining shall be paid to Borrower. In computing interest payable with reference to the Maximum Lawful Rate applicable to any Lenderthis paragraph, such interest shall be calculated at a daily rate equal to the Maximum Lawful Rate maximum lawful rate divided by the number of days in the year in which such calculation is made. If, notwithstanding the provisions of this Section 1.4(f), a court of competent jurisdiction shall finally determine that Lender has received interest hereunder in excess of the maximum lawful rate, Lender shall, to the extent permitted by applicable law, promptly apply such excess in the order specified in Section 1.4(c) and thereafter shall refund any excess to Borrower or as a court of competent jurisdiction may otherwise order.

Maximum Lawful Rate. In no event shall the interest charged hereunder with respect to the Obligations exceed the maximum amount permitted under the Laws of the State of Maryland. Notwithstanding anything to the contrary in any Financing Document, if at any time the rate of interest payable hereunder (the “"Stated Rate”") would exceed the highest rate of interest permitted under any applicable Law to be charged (the “"Maximum Lawful Rate”"), then for so long as the Maximum Lawful Rate would be so exceeded, the rate of interest payable shall be equal to the Maximum Lawful Rate; provided, however, that if at any time thereafter the Stated Rate is less than the Maximum Lawful Rate, Borrower shall, to the extent permitted by Law, continue to pay interest at the Maximum Lawful Rate until such time as the total interest received is equal to the total interest which would have been received had the Stated Rate been (but for the operation of this provision) the interest rate payable. Thereafter, the interest rate payable shall be the Stated Rate unless and until the Stated Rate again would exceed the Maximum Lawful Rate, in which event this provision shall again apply. In no event shall the total interest received by any Lender exceed the amount which it could lawfully have received, had the interest been calculated for the full term hereof at the Maximum Lawful Rate. If, notwithstanding the prior sentence, any Lender has received interest hereunder in excess of the Maximum Lawful Rate, such excess amount shall be applied to the reduction of the principal balance of such Lender’s 's Credit Extensions or to other amounts (other than interest) payable hereunder, and if no such Credit Extensions or other amounts are then outstanding, such excess or part thereof remaining shall be paid to Borrower. In computing interest payable with reference to the Maximum Lawful Rate applicable to any Lender, such interest shall be calculated at a daily rate equal to the Maximum Lawful Rate divided by the number of days in the year in which such calculation is made.

Maximum Lawful Rate. In no event shall the interest charged hereunder with respect to the Obligations exceed the maximum amount permitted under the Laws of the State of Maryland. Notwithstanding anything to the contrary in any Financing Document, if at any time the rate of interest payable hereunder (the “Stated Rate”) would exceed the highest rate of interest permitted under any applicable Law to be charged (the “Maximum Lawful Rate”), then for so long as the Maximum Lawful Rate would be so exceeded, the rate of interest payable shall be equal to the Maximum Lawful Rate; provided, however, that if at any time thereafter the Stated Rate is less than the Maximum Lawful Rate, Borrower shall, to the extent permitted by Law, continue to pay interest at the Maximum Lawful Rate until such time as the total interest received is equal to the total interest which would have been received had the Stated Rate been (but for the operation of this provision) the interest rate payable. Thereafter, the interest rate payable shall be the Stated Rate unless and until the Stated Rate again would exceed the Maximum Lawful Rate, in which event this provision shall again apply. In no event shall the total interest received by any Lender exceed the amount which it could lawfully have received, had the interest been calculated for the full term hereof at the Maximum Lawful Rate. If, notwithstanding the prior sentence, any Lender has received interest hereunder in excess of the Maximum Lawful Rate, such excess amount shall be applied to the reduction of the principal balance of such Lender’s Credit Extensions or to other amounts (other than interest) payable hereunder, and if no such Credit Extensions or other amounts are then outstanding, such excess or part thereof remaining shall be paid to Borrower. In computing interest payable with reference to the Maximum Lawful Rate applicable to any Lender, such interest shall be calculated at a daily rate equal to the Maximum Lawful Rate divided by the number of days in the year in which such calculation is made.. ​ ​ MidCap / Ocular / 4th A&R Credit Agreement

Maximum Lawful Rate. In no event shall the interest charged hereunder with respect to the Obligations exceed the maximum amount permitted under the Laws of the State of MarylandNew York. Notwithstanding anything to the contrary in any Financing Document, if at any time the rate of interest payable hereunder (the “Stated Rate”) would exceed the highest rate of interest permitted under any applicable Law to be charged (the “Maximum Lawful Rate”), then for so long as the Maximum Lawful Rate would be so exceeded, the rate of interest payable shall be equal to the Maximum Lawful Rate; provided, however, that if at any time thereafter the Stated Rate is less than the Maximum Lawful Rate, Borrower shall, to the extent permitted by Law, continue to pay interest at the Maximum Lawful Rate until such time as the total interest received is equal to the total interest which would have been received had the Stated Rate been (but for the operation of this provision) the interest rate payable. Thereafter, the interest rate payable shall be the Stated Rate unless and until the Stated Rate again would exceed the Maximum Lawful Rate, in which event this provision shall again apply. In no event shall the total interest received by any Lender exceed the amount which it could lawfully have received, had the interest been calculated for the full term hereof at the Maximum Lawful Rate. If, notwithstanding the prior sentence, any Lender has received interest hereunder in excess of the Maximum Lawful Rate, such excess amount shall be applied to the reduction of the principal balance of such Lender’s Credit Extensions or to other amounts (other than interest) payable hereunder, and if no such Credit Extensions or other amounts are then outstanding, such excess or part thereof remaining shall be paid to Borrower. In computing interest payable with reference to the Maximum Lawful Rate applicable to any Lender, such interest shall be calculated at a daily rate equal to the Maximum Lawful Rate divided by the number of days in the year in which such calculation is made.. Confidential Treatment Requested by BioDelivery Sciences International, Inc., Confidential treatment requested with respect to certain portions hereof denoted with “***”

Maximum Lawful Rate. In no event shall the interest charged hereunder with respect to the Obligations exceed the maximum amount permitted under the Laws of the State of Maryland. Notwithstanding anything to the contrary set forth in any Financing Documentthis Credit Agreement, if at any time until payment in full of all of the rate of interest Obligations, the Stated Rate or the Default Rate contracted for, charged or otherwise payable hereunder (the “Stated Rate”) would exceed exceeds the highest rate of interest permitted permissible under any law which a court of competent jurisdiction shall, in a final determination, deem applicable Law to be charged hereto (the “Maximum Lawful Rate”), then for in such event and so long as the Maximum Lawful Rate would be so exceeded, the rate of interest contracted for, charged or otherwise payable hereunder shall be equal to the Maximum Lawful Rate; provided, however, that if at any time thereafter the Stated Rate or the Default Rate, as applicable, is less than the Maximum Lawful Rate, the Borrower shall, to the extent permitted by Law, shall continue to pay interest hereunder at the Maximum Lawful Rate until such time as the total interest received by the Banks from the making of Revolving Credit Loans hereunder is equal to the total interest which the Banks would have been received had the Stated Rate been or the Default Rate otherwise payable hereunder (but for the operation of this provision§5.10) been the interest rate payablepayable pursuant to the terms of this Credit Agreement. Thereafter, the interest rate contracted for, charged or otherwise payable hereunder shall be the Stated Rate or the Default Rate, as the case may be, unless and until the Stated Rate then applicable rate again would exceed exceeds the Maximum Lawful Rate, in which event this provision §5.10 shall again apply. In no event shall the total interest contracted for, charged or otherwise received by any Lender the Banks pursuant to the terms hereof exceed the amount which it the Banks could lawfully have received, received had the interest due hereunder been calculated for the full term hereof at the Maximum Lawful Rate. If, notwithstanding In the prior sentence, any Lender has received interest hereunder in excess of the Maximum Lawful Rate, such excess amount shall be applied to the reduction of the principal balance of such Lender’s Credit Extensions or to other amounts (other than interest) payable hereunder, and if no such Credit Extensions or other amounts are then outstanding, such excess or part thereof remaining shall be paid to Borrower. In computing interest payable with reference to event that the Maximum Lawful Rate applicable is calculated pursuant to any Lenderthis §5.10, such interest shall be calculated at a daily rate equal to the Maximum Lawful Rate divided by the number of days in the year in which such calculation is made. In the event that a court of competent jurisdiction, notwithstanding the provisions of this §5.10, shall make a final determination that any Bank has contracted for, charged or otherwise received interest hereunder or under any of the other Loan Documents in excess of the Maximum Lawful Rate, such Bank shall, to the extent permissible by applicable law, promptly apply such excess first to any interest due and not yet paid under its Notes, then to the principal amount of its Notes (without premium or penalty), then to the other unpaid Obligations and thereafter shall refund any excess to the Borrower or as a court of competent jurisdiction may otherwise order.

Maximum Lawful Rate. In no event shall the interest charged hereunder with respect to the Obligations exceed the maximum amount permitted under the Laws of the State of Maryland. Notwithstanding anything to the contrary set forth in any Financing Documentthis Section 1.2, if at any time a court of competent jurisdiction determines in a final non-appealable order that the rate of interest payable hereunder (the “Stated Rate”) would exceed exceeds the highest rate of interest permitted permissible under any applicable Law to be charged law (the “Maximum Lawful Rate”), then for so long as the Maximum Lawful Rate would be so exceeded, the rate of interest payable hereunder shall be equal to the Maximum Lawful Rate; provided, however, that if at any time thereafter the Stated Rate rate of interest payable hereunder is less than the Maximum Lawful Rate, Borrower shall, to the extent permitted by Law, shall continue to pay interest hereunder at the Maximum Lawful Rate until such time as the total interest received by Lender, is equal to the total interest which that would have been received had the Stated Rate interest rate payable hereunder been (but for the operation of this provisionparagraph) the interest rate payablepayable since the Closing Date as otherwise provided in this Agreement. Thereafter, the interest rate payable hereunder shall be paid at the Stated Rate rate(s) of interest and in the manner provided in Sections 1.2(a) through (c), unless and until the Stated Rate rate of interest again would exceed exceeds the Maximum Lawful Rate, in which event and at that time this provision paragraph shall again apply. In no event shall the total interest received by any Lender pursuant to the terms hereof exceed the amount which it that Lender could lawfully have received, received had the interest due hereunder been calculated for the full term hereof at the Maximum Lawful Rate. If, notwithstanding the prior sentence, any Lender has received interest hereunder in excess of the Maximum Lawful Rate, such excess amount shall be applied to the reduction of the principal balance of such Lender’s Credit Extensions or to other amounts (other than interest) payable hereunder, and if no such Credit Extensions or other amounts are then outstanding, such excess or part thereof remaining shall be paid to Borrower. In computing interest payable with reference to If the Maximum Lawful Rate applicable is calculated pursuant to any Lenderthis paragraph, such interest shall be calculated at a daily rate equal to the Maximum Lawful Rate divided by the number of days in the year in which such calculation is made. If, notwithstanding the provisions of this Section 1.2(d) a court of competent jurisdiction shall determine by a final, non-appealable order that Lender has received interest hereunder in excess of the Maximum Lawful Rate, Lender shall, to the extent permitted by applicable law, promptly apply such excess as specified in Section 1.7 and thereafter shall refund any excess to Borrower or as such court of competent jurisdiction may otherwise order.

Maximum Lawful Rate. In no event shall the interest charged hereunder with respect to the Obligations exceed the maximum amount permitted under the Laws of the State of MarylandNew York. Notwithstanding anything to the contrary in any Financing Document, if at any time the rate of interest payable hereunder (the “Stated Rate”) would exceed the highest rate of interest permitted under any applicable Law to be charged (the “Maximum Lawful Rate”), then for so long as the Maximum Lawful Rate would be so exceeded, the rate of interest payable shall be equal to the Maximum Lawful Rate; provided, however, that if at any time thereafter the Stated Rate is less than the Maximum Lawful Rate, Borrower shall, to the extent permitted by Law, continue to pay interest at the Maximum Lawful Rate until such time as the total interest received is equal to the total interest which would have been received had the Stated Rate been (but for the operation of this provision) the interest rate payable. Thereafter, the interest rate payable shall be the Stated Rate unless and until the Stated Rate again would exceed the Maximum Lawful Rate, in which event this provision shall again apply. In no event shall the total interest received by any Lender exceed the amount which it could lawfully have received, had the interest been calculated for the full term hereof at the Maximum Lawful Rate. If, notwithstanding the prior sentence, any Lender has received interest hereunder in excess of the Maximum Lawful Rate, such excess amount shall be applied to the reduction of the principal balance of such Lender’s Credit Extensions or to other amounts (other than interest) payable hereunder, and if no such Credit Extensions or other amounts are then outstanding, such excess or part thereof remaining shall be paid to Borrower. In computing interest payable with reference to the Maximum Lawful Rate applicable to any Lender, such interest shall be calculated at a daily rate equal to the Maximum Lawful Rate divided by the number of days in the year in which such calculation is made.. Confidential Treatment Requested by BioDelivery Sciences International, Inc. IRS Employer Identification No. 35-208985 Confidential treatment requested with respect to certain portions hereof denoted with “***”