Common use of Maximum Interest Payable Clause in Contracts

Maximum Interest Payable. The Issuer, the Indenture Trustee and the Holders of the Notes specifically intend and agree to limit contractually the amount of interest payable under this Indenture, the Notes and all other instruments and agreements related hereto and thereto to the maximum amount of interest lawfully permitted to be charged under applicable law. Therefore, none of the terms of this Indenture, the Notes or any instrument pertaining to or relating to or executed in connection with this Indenture or the Notes shall ever be construed to create a contract to pay interest (or amounts deemed to be interest under applicable law) at a rate in excess of the maximum rate permitted to be charged under applicable law, and neither the Issuer nor any other party liable or to become liable hereunder, under the Notes or under any other instruments and agreements related hereto and thereto shall ever be liable for interest in excess of the amount determined at such maximum rate, and the provisions of this Section shall control over all other provisions of this Indenture, the Notes or any other instrument pertaining to or relating to the transactions herein or therein contemplated. If any amount of interest taken or received by the Indenture Trustee or any Holder of a Note shall be in excess of said maximum amount of interest which, under applicable law, could lawfully have been collected by the Indenture Trustee or such Holder incident to such transactions, then such excess shall be deemed to have been the result of a mathematical error by all parties hereto and shall be automatically applied to the reduction of the principal amount owing under the Notes or if such excessive interest exceeds the unpaid principal balance of the Notes, such excess shall be refunded promptly by the Person receiving such amount to the party paying such amount. All amounts paid or agreed to be paid in connection with such transactions which would under applicable law be deemed “interest” shall, to the extent permitted by such applicable law, be amortized, prorated, allocated and spread throughout the stated term of this Indenture. “

Maximum Interest Payable. The Issuer, the Indenture Trustee and the Holders of the Notes specifically intend and agree to limit contractually the amount of interest payable under this Indenture, the Notes and all other instruments and agreements related hereto and thereto to the maximum amount of interest lawfully permitted to be charged under applicable law. Therefore, none of the terms of this Indenture, the Notes or any instrument pertaining to or relating to or executed in connection with this Indenture or the Notes shall ever be construed to create a contract to pay interest (or amounts deemed to be interest under applicable law) at a rate in excess of the maximum rate permitted to be charged under applicable law, and neither the Issuer nor any other party liable or to become liable hereunder, under the Notes or under any other instruments and agreements related hereto and thereto shall ever be liable for interest in excess of the amount determined at such maximum rate, and the provisions of this Section shall control over all other provisions of this Indenture, the Notes or any other instrument pertaining to or relating to the transactions herein or therein contemplated. If any amount of interest taken or received by the Indenture Trustee or any Holder of a Note shall be in excess of said maximum amount of interest which, under applicable law, could lawfully have been collected by the Indenture Trustee or such Holder incident to such transactions, then such excess shall be deemed to have been the result of a mathematical error by all parties hereto and shall be automatically applied to the reduction of the principal amount owing under the Notes or if such excessive interest exceeds the unpaid principal balance of the Notes, such excess shall be refunded promptly by the Person receiving such amount to the party paying such amount. All amounts paid or agreed to be paid in connection with such transactions which would under applicable law be deemed “interest” shall, to the extent permitted by such applicable law, be amortized, prorated, allocated and spread throughout the stated term of this the Indenture. “

Maximum Interest Payable. The Issuer, the Indenture Trustee and the Holders of the Class A Notes specifically intend and agree to limit contractually the amount of interest payable under this Indenture, the Class A Notes and all other instruments and agreements related hereto and thereto to the maximum amount of interest lawfully permitted to be charged under applicable law. Therefore, none of the terms of this Indenture, the Class A Notes or any instrument pertaining to or relating to or executed in connection with this Indenture or the Class A Notes shall ever be construed to create a contract to pay interest (or amounts deemed to be interest under applicable law) at a rate in excess of the maximum rate permitted to be charged under applicable law, and neither the Issuer nor any other party liable or to become liable hereunder, under the Class A Notes or under any other instruments and agreements related hereto and thereto shall ever be liable for interest in excess of the amount determined at such maximum rate, and the provisions of this Section shall control over all other provisions of this Indenture, the Class A Notes or any other instrument pertaining to or relating to the transactions herein or therein contemplated. If any amount of interest taken or received by the Indenture Trustee or any Holder of a Class A Note shall be in excess of said maximum amount of interest which, under applicable law, could lawfully have been collected by the Indenture Trustee or such Holder incident to such transactions, then such excess shall be deemed to have been the result of a mathematical error by all parties hereto and shall be automatically applied to the reduction of the principal amount owing under the Class A Notes or if such excessive interest exceeds the unpaid principal balance of the Class A Notes, such excess shall be refunded promptly by the Person receiving such amount to the party paying such amount. All amounts paid or agreed to be paid in connection with such transactions which would under applicable law be deemed “"interest” " shall, to the extent permitted by such applicable law, be amortized, prorated, allocated and spread throughout the stated term of this the Indenture. “"

Maximum Interest Payable. The Issuer, the Indenture Trustee and the Holders of the Class A Notes specifically intend and agree to limit contractually the amount of interest payable under this Indenture, the Class A Notes and all other instruments and agreements related hereto and thereto to the maximum amount of interest lawfully permitted to be charged under applicable law. Therefore, none of the terms of this Indenture, the Class A Notes or any instrument pertaining to or relating to or executed in connection with this Indenture or the Class A Notes shall ever be construed to create a contract to pay interest (or amounts deemed to be interest under applicable law) at a rate in excess of the maximum rate permitted to be charged under applicable law, and neither the Issuer nor any other party liable or to become liable hereunder, under the Class A Notes or under any other instruments and agreements related hereto and thereto shall ever be liable for interest in excess of the amount determined at such maximum rate, and the provisions of this Section shall control over all other provisions of this Indenture, the Class A Notes or any other instrument pertaining to or relating to the transactions herein or therein contemplated. If any amount of interest taken or received by the Indenture Trustee or any Holder of a Class A Note shall be in excess of said maximum amount of interest which, under applicable law, could lawfully have been collected by the Indenture Trustee or such Holder incident to such transactions, then such excess shall be deemed to have been the result of a mathematical error by all parties hereto and shall be automatically applied to the reduction of the principal amount owing under the Class A Notes or if such excessive interest exceeds the unpaid principal balance of the Class A Notes, such excess shall be refunded promptly by the Person receiving such amount to the party paying such amount. All amounts paid or agreed to be paid in connection with such transactions which would under applicable law be deemed “interest” shall, to the extent permitted by such applicable law, be amortized, prorated, allocated and spread throughout the stated term of this Indenture. “,

Maximum Interest Payable. The IssuerCompany, the Indenture Trustee you and the Holders all other holders of the Notes specifically intend and agree to limit contractually the amount of interest payable under this IndentureRestructuring Agreement, the Notes and all other instruments and agreements related hereto and thereto to the maximum amount of interest lawfully permitted to be charged under applicable law. Therefore, none of the terms of this IndentureRestructuring Agreement, the Notes or any instrument pertaining to or relating to or executed in connection with this Indenture Restructuring Agreement or the Notes shall ever be construed to create a contract to pay interest (or amounts deemed to be interest under applicable law) at a rate in excess of the maximum rate permitted to be charged under applicable law, and neither the Issuer Company, any guarantor nor any other party liable or to become liable hereunder, under the Notes Notes, any guaranty or under any other instruments and agreements related hereto and thereto shall ever be liable for interest in excess of the amount determined at such maximum rate, and the provisions of this Section 12.16 shall control over all other provisions of this IndentureRestructuring Agreement, the Notes any Notes, any guaranty or any other instrument pertaining to or relating to the transactions herein or therein contemplated. If any amount of interest taken or received by the Indenture Trustee you or any Holder holder of a Note shall be in excess of said maximum amount of interest which, under applicable law, could lawfully have been collected by the Indenture Trustee you or such Holder holder incident to such transactions, then such excess shall be deemed to have been the result of a mathematical error by all parties hereto and shall be automatically applied to the reduction of the principal amount owing under the Notes or if such excessive interest exceeds the unpaid principal balance of the Notes, such excess shall be refunded promptly by the Person receiving such amount to the party paying such amount, or, at the option of the recipient, credited ratably against the unpaid principal amount of the Note or Notes held by you or such holder, respectively. All amounts paid or agreed to be paid in connection with such transactions which would under applicable law be deemed “"interest” " shall, to the extent permitted by such applicable law, be amortized, prorated, allocated and spread throughout the stated term of this IndentureRestructuring Agreement and the Notes. “"Applicable law" as used in this Section means that law in effect from time to time which permits the charging and collection of the highest permissible lawful, nonusurious rate of interest on the transactions herein contemplated including laws of the State of New York and of the United States of America, and "maximum rate" as used in this Section means, with respect to each of the Notes, the maximum lawful, nonusurious rates of interest (if any) which under applicable law may be charged to the Company from time to time with respect to such Notes.

Maximum Interest Payable. The IssuerCompany, the Indenture Trustee each Purchaser and the Holders any other holder of the Notes specifically intend and agree to limit contractually the amount of interest payable under this IndentureAgreement, the Notes and all other instruments and agreements related hereto and thereto to the maximum amount of interest lawfully permitted to be charged under applicable law. Therefore, none of the terms of this IndentureAgreement, the Notes or any instrument pertaining to or relating to or executed in connection with this Indenture Agreement or the Notes shall ever be construed to create a contract to pay interest (or amounts deemed to be interest under applicable law) at a rate in excess of the maximum rate permitted to be charged under applicable law, and neither the Issuer Company, any guarantor nor any other party liable or to become liable hereunder, under the Notes Notes, any guaranty or under any other instruments and agreements related hereto and thereto shall ever be liable for interest in excess of the amount determined at such maximum rate, and the provisions of this Section paragraph 11T shall control over all other provisions of this IndentureAgreement, the Notes Notes, any guaranty or any other instrument pertaining to or relating to the transactions herein or therein contemplated. If any amount of interest taken or received by the Indenture Trustee a Purchaser or any Holder holder of a Note shall be in excess of said maximum amount of interest which, under applicable law, could lawfully have been collected by the Indenture Trustee such Purchaser or such Holder holder incident to such transactions, then such excess shall be deemed to have been the result of a mathematical error by all parties hereto and shall be automatically applied to the reduction of the principal amount owing under the Notes or if such excessive interest exceeds the unpaid principal balance of the Notes, such excess shall be refunded promptly by the Person receiving such amount to the party paying such amount, or, at the option of the recipient, credited ratably against the unpaid principal amount of the Note or Notes held by a Purchaser or such holder, respectively. All amounts paid or agreed to be paid in connection with such transactions which would under applicable law be deemed “interest” shall, to the extent permitted by such applicable law, be amortized, prorated, allocated and spread throughout the stated term of this IndentureAgreement and the Notes. The term “applicable law” as used in this paragraph means that law in effect from time to time which permits the charging and collection of the highest permissible lawful, nonusurious rate of interest on the transactions herein contemplated including laws of the State of New York and of the United States of America, and the term “maximum rate” as used in this paragraph means, with respect to each of the Notes, the maximum lawful, nonusurious rates of interest (if any) which under applicable law may be charged to the Company from time to time with respect to such Notes.

Maximum Interest Payable. The Issuer, the Indenture Trustee each Purchaser and the Holders any other holder of the Notes specifically intend and agree to limit contractually the amount of interest payable under this IndentureAgreement, the Notes and all other instruments and agreements related hereto and thereto to the maximum amount of interest lawfully permitted to be charged under applicable law. Therefore, none of the terms of this IndentureAgreement, the Notes or any instrument pertaining to or relating to or executed in connection with this Indenture Agreement or the Notes shall ever be construed to create a contract to pay interest (or amounts deemed to be interest under applicable law) at a rate in excess of the maximum rate permitted to be charged under applicable law, and neither the Issuer Issuer, nor any guarantor or any other party liable or to become liable hereunder, under the Notes Notes, any guaranty or under any other instruments and agreements related hereto and thereto shall ever be liable for interest in excess of the amount determined at such maximum rate, and the provisions of this Section paragraph 11T shall control over all other provisions of this IndentureAgreement, the Notes Notes, any guaranty or any other instrument pertaining to or relating to the transactions herein or therein contemplated. If any amount of interest taken or received by the Indenture Trustee a Purchaser or any Holder holder of a Note shall be in excess of said maximum amount of interest which, under applicable law, could lawfully have been collected by the Indenture Trustee such Purchaser or such Holder holder incident to such transactions, then such excess shall be deemed to have been the result of a mathematical error by all parties hereto and shall be automatically applied to the reduction of the principal amount owing under the Notes or if such excessive interest exceeds the unpaid principal balance of the Notes, such excess shall be refunded promptly by the Person receiving such amount to the party paying such amount, or, at the option of the recipient, credited ratably against the unpaid principal amount of the Note or Notes held by a Purchaser or such holder, respectively. All amounts paid or agreed to be paid in connection with such transactions which would under applicable law be deemed “interest” shall, to the extent permitted by such applicable law, be amortized, prorated, allocated and spread throughout the stated term of this IndentureAgreement and the Notes. “Applicable law” as used in this paragraph means that law in effect from time to time which permits the charging and collection of the highest permissible lawful, nonusurious rate of interest on the transactions herein contemplated including laws of the State of New York and of the United States of America, and “maximum rate” as used in this paragraph means, with respect to each of the Notes, the maximum lawful, nonusurious rates of interest (if any) which under applicable law may be charged to the Issuer from time to time with respect to such Notes.

Maximum Interest Payable. The Issuer, the Indenture Trustee and the Holders of the Notes specifically intend and agree to limit contractually the amount of interest payable under this Indenture, the Notes and all other instruments and agreements related hereto and thereto to the maximum amount of interest lawfully permitted to be charged under applicable law. Therefore, none of the terms of this Indenture, the Notes or any instrument pertaining to or relating to or executed in connection with this Indenture or the Notes shall ever be construed to create a contract to pay interest (or amounts deemed to be interest under applicable law) at a rate in excess of the maximum rate permitted to be charged under applicable law, and neither the Issuer nor any other party liable or to become liable hereunder, under the Notes or under any other instruments and agreements related hereto and thereto shall ever be liable for interest in excess of the amount determined at such maximum rate, and the provisions of this Section shall control over all other provisions of this Indenture, the Notes or any other instrument pertaining to or relating to the transactions herein or therein contemplated. If any amount of interest taken or received by the Indenture Trustee or any Holder of a Note shall be in excess of said maximum amount of interest which, under applicable law, could lawfully have been collected by the Indenture Trustee or such Holder incident to such transactions, then such excess shall be deemed to have been the result of a mathematical error by all parties hereto and shall be automatically applied to the reduction of the principal amount owing under the Notes or if such excessive interest exceeds the unpaid principal balance of the Notes, such excess shall be refunded promptly by the Person receiving such amount to the party paying such amount. All amounts paid or agreed to be paid in connection with such transactions which would under applicable law be deemed “interest” shall, to the extent permitted by such applicable law, be amortized, prorated, allocated and spread throughout the stated term of this Indenture. “such

Maximum Interest Payable. The Issuer, the Indenture Trustee and the Holders of the Notes specifically intend and agree to limit contractually the amount of interest payable under this Indenture, the Notes and all other instruments and agreements related hereto and thereto to the maximum amount of interest lawfully permitted to be charged under applicable law. Therefore, none of the terms of this Indenture, the Notes or any instrument pertaining to or relating to or executed in connection with this Indenture or the Notes shall ever be construed to create a contract to pay interest (or amounts deemed to be interest under applicable law) at a rate in excess of the maximum rate permitted to be charged under applicable law, and neither the Issuer nor any other party liable or to become liable hereunder, under the Notes or under any other instruments and agreements related hereto and thereto shall ever be liable for interest in excess of the amount determined at such maximum rate, and the provisions of this Section shall control over all other provisions of this Indenture, the Notes or any other instrument pertaining to or relating to the transactions herein or therein contemplated. If any amount of interest taken or received by the Indenture Trustee or any Holder of a Note shall be in excess of said maximum amount of interest which, under applicable law, could lawfully have been collected by the Indenture Trustee or such Holder incident to such transactions, then such excess shall be deemed to have been the result of a mathematical error by all parties hereto and shall be automatically applied to the reduction of the principal amount owing under the Notes or if such excessive interest exceeds the unpaid principal balance of the Notes, such excess shall be refunded promptly by the Person receiving such amount to the party paying such amount. All amounts paid or agreed to be paid in connection with such transactions which would under applicable law be deemed “interest” shall, to the extent permitted by such applicable law, be amortized, prorated, allocated and spread throughout the stated term of this Indenture. “,

Maximum Interest Payable. The IssuerCompany, the Indenture Trustee you and the Holders any other holders of the Notes specifically intend and agree to limit contractually the amount of interest payable under this IndentureAgreement, the Notes and all other instruments and agreements related hereto and thereto to the maximum amount of interest lawfully permitted to be charged under applicable law. Therefore, none of the terms of this IndentureAgreement, the Notes or any instrument pertaining to or relating to or executed in connection with this Indenture Agreement or the Notes shall ever be construed to create a contract to pay interest (or amounts deemed to be interest under applicable law) at a rate in excess of the maximum rate permitted to be charged under applicable law, and neither the Issuer Company, any guarantor nor any other party liable or to become liable hereunder, under the Notes Notes, any guaranty or under any other instruments and agreements related hereto and thereto shall ever be liable for interest in excess of the amount determined at such maximum rate, and the provisions of this Section paragraph 12Q shall control over all other provisions of this IndentureAgreement, the Notes any Notes, any guaranty or any other instrument pertaining to or relating to the transactions herein or therein contemplated. If any such excess of interest is contracted for, charged or received under this Agreement, a Note, or the Guaranty or if the maturity of the indebtedness evidenced by a Note is accelerated in whole or in part, or in the event that all or part of the principal of or interest on a Note shall be prepaid, so that under any of such circumstances the amount of interest taken contracted for, charged or received Agreement, a Note or the Guaranty, on the amount of principal actually outstanding from time to time under a Note shall exceed the maximum amount of interest permitted by applicable usury laws, then in any such event (i) the Indenture Trustee provisions of this paragraph shall govern and control, (ii) neither the Company nor any other person now or any Holder hereafter liable under a Note for the payment of a Note shall be obligated to pay the amount of such interest to the extent that it is in excess of said the maximum amount of interest whichpermitted to be contracted for by, charged to or received from the person obligated thereon under applicable lawusury laws, could lawfully (iii) any such excess which may have been collected by the Indenture Trustee or such Holder incident to such transactions, then such excess either shall be deemed applied as a credit against the then unpaid principal amount on such Note or refunded to have been the result Company or other person paying the same, at the holder's option, and (iv) the effective rate of a mathematical error by all parties hereto and interest shall be automatically applied reduced to the reduction maximum lawful rate of interest permitted under applicable usury laws as now or hereafter construed by the courts having jurisdiction thereof. All calculations of the principal amount owing rate of interest contracted for, charged or received under a Note which are made for the Notes or if purpose of determining whether such excessive interest rate exceeds the unpaid principal balance maximum lawful rate of the Notes, such excess interest shall be refunded promptly by the Person receiving such amount to the party paying such amount. All amounts paid or agreed to be paid in connection with such transactions which would under applicable law be deemed “interest” shallmade, to the extent permitted by such applicable lawusury laws, be amortizedby amortizing, proratedprorating, allocated allocating and spread throughout spreading in equal parts during the period of the full stated term of the indebtedness evidenced by such Note, all interest at any time contracted for, charged or received from the Company or otherwise by the holder or holders thereof in connection with this IndentureAgreement, a Note, or the Guaranty. “"APPLICABLE LAW" as used in this paragraph means that law in effect from time to time

Maximum Interest Payable. The IssuerCompany, the Indenture Trustee you and the Holders all other holders of the Notes specifically intend and agree to limit contractually the amount of interest payable under this IndentureRestructuring Agreement, the Notes and all other instruments and agreements related hereto and thereto to the maximum amount of interest lawfully permitted to be charged under applicable law. Therefore, none of the terms of this IndentureRestructuring Agreement, the Notes or any instrument pertaining to or relating to or executed in connection with this Indenture Restructuring Agreement or the Notes shall ever be construed to create a contract to pay interest (or amounts deemed to be interest under applicable law) at a rate in excess of the maximum rate permitted to be charged under applicable law, and neither the Issuer Company, any guarantor nor any other party liable or to become liable hereunder, under the Notes Notes, any guaranty or under any other instruments and agreements related hereto and thereto shall ever be liable for interest in excess of the amount determined at such maximum rate, and the provisions of this Section 12.16 shall control over all other provisions of this IndentureRestructuring Agreement, the Notes any Notes, any guaranty or any other instrument pertaining to or relating to the transactions herein or therein contemplated. If any amount of interest taken or received by the Indenture Trustee you or any Holder holder of a Note shall be in excess of said maximum amount of interest which, under applicable law, could lawfully have been collected by the Indenture Trustee you or such Holder holder incident to such transactions, then such excess shall be deemed to have been the result of a mathematical error by all parties hereto and shall be automatically applied to the reduction of the principal amount owing under the Notes or if such excessive interest exceeds the unpaid principal balance of the Notes, such excess shall be refunded promptly by the Person receiving such amount to the party paying such amount, or, at the option of the recipient, credited ratably against the unpaid principal amount of the Note or Notes held by you or such holder, respectively. All amounts paid or agreed to be paid in connection with such transactions which would under applicable law be deemed “"interest” " shall, to the extent permitted by such applicable law, be amortized, prorated, allocated and spread throughout the stated term of this IndentureRestructuring Agreement and the Notes. “"APPLICABLE LAW" as used in this Section means that law in effect from time to time which permits the charging and collection of the highest permissible lawful, nonusurious rate of interest on the transactions herein contemplated including laws of the State of New York and of the United States of America, and "MAXIMUM RATE" as used in this Section means, with respect to each of the Notes, the maximum lawful, nonusurious rates of interest (if any) which under applicable law may be charged to the Company from time to time with respect to such Notes.

Maximum Interest Payable. The IssuerCompany, the Indenture Trustee each Purchaser and the any other Holders of the Notes specifically intend and agree to limit contractually the amount of interest payable under this IndentureAgreement, the Notes Notes, the other Loan Documents and all other instruments and agreements related hereto and thereto to the maximum amount of interest lawfully permitted to be charged under applicable law. Therefore, none of the terms of this IndentureAgreement, the Notes Notes, the other Loan Documents or any instrument pertaining to or relating to or executed in connection with this Indenture Agreement, the Notes or the Notes other Loan Documents shall ever be construed to create a contract to pay interest (or amounts deemed to be interest under applicable law) at a rate in excess of the maximum rate permitted to be charged under applicable law, and neither the Issuer Company, any guarantor nor any other party liable or to become liable hereunder, hereunder or under the Notes Notes, any guaranty, any other Loan Document or under any other instruments and agreements related hereto and thereto shall ever be liable for interest in excess of the amount determined at such maximum rate, and the provisions of this Section paragraph 11S shall control over all other provisions of this IndentureAgreement, any Notes, the Notes other Loan Documents, any guaranty or any other instrument pertaining to or relating to the transactions herein or therein contemplated. If any amount of interest taken or received by the Indenture Trustee any Purchaser or any Holder of a Note shall be in excess of said maximum amount of interest which, under applicable law, could lawfully have been collected by the Indenture Trustee such Purchaser or such Holder incident to such transactions, then such excess shall be deemed to have been the result of a mathematical error by all parties hereto and shall be automatically applied to the reduction of the principal amount owing under the Notes or if such excessive interest exceeds the unpaid principal balance of the Notes, such excess shall be refunded promptly by the Person receiving such amount to the party paying such amount, or, at the option of the recipient, credited ratably against the unpaid principal amount of the Note or Notes held by such Purchaser or such Holder, respectively. All amounts paid or agreed to be paid in connection with such transactions which would under applicable law be deemed “interest” shall, to the extent permitted by such applicable law, be amortized, prorated, allocated and spread throughout the stated term of this IndentureAgreement and the Notes. “Applicable law” as used in this paragraph means that law in effect from time to time which permits the charging and collection of the highest permissible lawful, nonusurious rate of interest on the transactions herein contemplated, and “maximum rate” as used in this paragraph means, with respect to each of the Notes, the maximum lawful, nonusurious rates of interest (if any) which under applicable law may be charged to the Company from time to time with respect to such Notes.

Maximum Interest Payable. The Issuer, the Indenture Trustee and the Holders of the Notes specifically intend and agree to limit contractually the amount of interest payable under this Indenture, the Notes and all other instruments and agreements related hereto and thereto to the maximum amount of interest lawfully permitted to be charged under applicable law. Therefore, none of the terms of this Indenture, the Notes or any instrument pertaining to or relating to or executed in connection with this Indenture or the Notes shall ever be construed to create a contract to pay interest (or amounts deemed to be interest under applicable law) at a rate in excess of the maximum rate permitted to be charged under applicable law, and neither the Issuer nor any other party liable or to become liable hereunder, under the Notes or under any other instruments and agreements related hereto and thereto shall ever be liable for interest in excess of the amount determined at such maximum rate, and the provisions of this Section shall control over all other provisions of this Indenture, the Notes or any other instrument pertaining to or relating to the transactions herein or therein contemplated. If any amount of interest taken or received by the Indenture Trustee or any Holder of a Note shall be in excess of said maximum amount of interest which, under applicable law, could lawfully have been collected by the Indenture Trustee or such Holder incident to such transactions, then such excess shall be deemed to have been the result of a mathematical error by all parties hereto and shall be automatically applied to the reduction of the principal amount owing under the Notes or if such excessive interest exceeds the unpaid principal balance of the Notes, such excess shall be refunded promptly by the Person receiving such amount to the party paying such amount. All amounts paid or agreed to be paid in connection with such transactions which would under applicable law be deemed “interest” shall, to the extent permitted by such applicable law, be amortized, prorated, allocated and spread throughout the stated term of this Indenture. “a

Maximum Interest Payable. The Issuer(a) Regardless of any provision contained in this Mortgage, the Indenture Trustee and Note or in any other Loan Document, Mortgagee shall never be entitled to receive, collect or apply as interest on the Holders of the Notes specifically intend and agree to limit contractually the Note or on any other sums secured hereby, any amount of interest payable under this Indenture, the Notes and all other instruments and agreements related hereto and thereto to the maximum amount of interest lawfully permitted to be charged under applicable law. Therefore, none of the terms of this Indenture, the Notes or any instrument pertaining to or relating to or executed in connection with this Indenture or the Notes shall ever be construed to create a contract to pay interest (or amounts deemed to be interest under applicable law) at a rate in excess of the Highest Lawful Rate (hereinafter defined) and, in the event Mortgagee ever, receives, collects or applies as interest any such excess, such amount which would be excessive interest shall be deemed a partial prepayment of principal under the Note or, at Mortgagee's sole option, as a payment of any, other sums or Obligations owed or owing under this Mortgage or any other Loan Documents, and shall be treated as such; and, if the principal of the Note and any other sums or Obligation owed or owing under this Mortgage, the Note or other Loan Documents shall have been paid in full, any remaining excess shall forthwith be paid to Mortgagor. In determining whether or not the interest paid or payable, under any specific contingency, exceeds the Highest Lawful Rate, Mortgagor and Mortgagee shall, to the maximum rate extent permitted to be charged under applicable law, (i) characterize any non-principal payment as an expense, fee or premium rather than as interest, (ii) exclude voluntary prepayments and neither the Issuer nor any effects thereof, and (iii) amortize, prorate, allocate and spread, in equal parts, the total amount of interest throughout the entire contemplated term of the Note so that the interest rate is uniform throughout the entire term thereof; provided that if the Note and all other party liable sums or to become liable hereunder, Obligations hereunder or under the Notes Note and other Loan Documents are paid and performed in full prior to the end of the full contemplated term thereof, and if the interest received for the actual period of existence thereof exceeds the Highest Lawful Rate, Mortgagee shall refund to Mortgagor the amount of such excess or credit the amount of such excess against the principal of the Note or any sums or Obligations yet to be paid hereunder or under the Note or other Loan Documents, and, in such event, Mortgagee shall not be subject to any other instruments and agreements related hereto and thereto shall ever be liable penalties provided by any laws for interest contracting for, charging or receiving in excess of the amount determined at such maximum rate, and the provisions of this Section shall control over all other provisions of this Indenture, the Notes or any other instrument pertaining to or relating to the transactions herein or therein contemplatedHighest Lawful Rate. If any amount of interest taken or received by the Indenture Trustee or any Holder of a Note shall be in excess of said maximum amount of interest which, under applicable law, could lawfully have been collected by the Indenture Trustee or such Holder incident to such transactions, then such excess shall be deemed to have been the result of a mathematical error by all parties hereto and shall be automatically applied to the reduction of the principal amount owing under the Notes or if such excessive interest exceeds the unpaid principal balance of the Notes, such excess shall be refunded promptly by the Person receiving such amount to the party paying such amount. All amounts paid or agreed to be paid in connection with such transactions which would under applicable law be deemed “interest” shall, to the extent permitted by such applicable law, be amortized, prorated, allocated and spread throughout the stated term of this Indenture. “"

Maximum Interest Payable. The Issuer, All agreements between the Indenture Trustee undersigned and the Holders holder hereof, whether now existing or hereafter arising and whether written or oral, are hereby limited so that in no contingency, whether by reason of acceleration of the Notes specifically intend and agree maturity hereof or otherwise, shall the interest contracted for, charged, received, paid or agreed to limit contractually be paid to the amount of interest payable under this Indenture, the Notes and all other instruments and agreements related hereto and thereto to holder hereof exceed the maximum amount of interest lawfully permitted to be charged permissible under applicable law. ThereforeIf, none of from any circumstance whatsoever, interest would otherwise be payable to the terms of this Indenture, the Notes or any instrument pertaining to or relating to or executed in connection with this Indenture or the Notes shall ever be construed to create a contract to pay interest (or amounts deemed to be interest under applicable law) at a rate holder hereof in excess of the maximum rate lawful amount, the interest payable to the holder hereof shall be reduced to the maximum amount permitted to be charged under applicable law, ; and neither if from any circumstance the Issuer nor any other party liable or to become liable hereunder, under the Notes or under any other instruments and agreements related hereto and thereto holder hereof shall ever be liable for receive anything of value deemed interest by applicable law in excess of the maximum lawful amount, an amount determined at such maximum rate, and the provisions of this Section shall control over all other provisions of this Indenture, the Notes or equal to any other instrument pertaining to or relating to the transactions herein or therein contemplated. If any amount of excessive interest taken or received by the Indenture Trustee or any Holder of a Note shall be in excess of said maximum amount of interest which, under applicable law, could lawfully have been collected by the Indenture Trustee or such Holder incident to such transactions, then such excess shall be deemed to have been the result of a mathematical error by all parties hereto and shall be automatically applied to the reduction of the principal amount owing under hereof and not to the Notes payment of interest, or if such excessive interest exceeds the unpaid principal balance of the Notesprincipal hereof, such excess shall be refunded promptly by the Person receiving such amount to the party paying such amountundersigned. All amounts interest paid or agreed to be paid in connection with such transactions which would under applicable law be deemed “interest” to the holder hereof shall, to the extent permitted by such applicable law, be amortized, prorated, allocated allocated, and spread throughout the stated term full period until payment in full of the principal (including the period of any renewal or extension hereof) so that the interest hereon for such full period shall not exceed the maximum amount permitted by applicable law. This paragraph shall control all agreements between the undersigned and the holder hereof. /s/ Xxxxx X. Xxxxxxxxx --------------------------------------------- Xxxxx X. Xxxxxxxxx STOCK PLEDGE AGREEMENT This STOCK PLEDGE AGREEMENT (this Indenture. “"Agreement") is made and entered into as of April 15, 1997 by and between XXXXX X. XXXXXXXXX, an individual ("Pledgor") and THE IMMUNE RESPONSE CORPORATION, a Delaware corporation ("Pledgee") with reference to the facts set forth in the Recitals below:

Maximum Interest Payable. The IssuerCompany, the Indenture Trustee any Purchaser and the Holders any other holders of the Notes specifically intend and agree to limit contractually the amount of interest payable under this IndentureAgreement, the Notes and all other instruments and agreements related hereto and thereto to the maximum amount of interest lawfully permitted to be charged under applicable law. Therefore, none of the terms of this IndentureAgreement, the Notes or any instrument pertaining to or relating to or executed in connection with this Indenture Agreement or the Notes shall ever be construed to create a contract to pay interest (or amounts deemed to be interest under applicable law) at a rate in excess of the maximum rate permitted to be charged under applicable law, and neither the Issuer Company, any Guarantor nor any other party liable or to become liable hereunder, under the Notes Notes, any guaranties or under any other instruments and agreements related hereto and thereto shall ever be liable for interest in excess of the amount determined at such maximum rate, and the provisions of this Section paragraph shall control over all other provisions of this IndentureAgreement, the Notes Notes, any guaranties or any other instrument pertaining to or relating to the transactions herein or therein contemplated. If any amount of interest taken or received by the Indenture Trustee any Purchaser or any Holder holder of a Note shall be in excess of said maximum amount of interest which, under applicable law, could lawfully have been collected by the Indenture Trustee any Purchaser or such Holder holder incident to such transactions, then such excess shall be deemed to have been the result of a mathematical error by all parties hereto and shall be automatically applied to the reduction of the principal amount owing under the Notes or if such excessive interest exceeds the unpaid principal balance of the Notes, such excess shall be refunded promptly by the Person receiving such amount to the party paying such amount, or, at the option of the recipient, credited ratably against the unpaid principal amount of the Note or Notes held by such Purchaser or such holder, respectively. All amounts paid or agreed to be paid in connection with such transactions which would under applicable law be deemed “"interest” " shall, to the extent permitted by such applicable law, be amortized, prorated, allocated and spread throughout the stated term of this IndentureAgreement. “"Applicable law" as used in this paragraph means that law governing this Agreement in effect from time to time which permits the charging and collection of the highest permissible lawful, nonusurious rate of interest on the transactions herein contemplated and"maximum rate" as used in this paragraph means, with respect to each of the Notes, the maximum lawful, nonusurious rates of interest (if any) which under applicable law may be charged to the Company from time to time with respect to such Notes.

Maximum Interest Payable. The IssuerCompany, the Indenture Trustee you and the Holders all other holders of the Notes specifically intend and agree to limit contractually the amount of interest payable under this IndentureAgreement, the Notes and all other instruments and agreements related hereto and thereto to the maximum amount of interest lawfully permitted to be charged under applicable law. Therefore, none of the terms of this IndentureAgreement, the Notes or any instrument pertaining to or relating to or executed in connection with this Indenture Agreement or the Notes shall ever be construed to create a contract to pay interest (or amounts deemed to be interest under applicable law) at a rate in excess of the maximum rate permitted to be charged under applicable law, and neither the Issuer Company, any guarantor nor any other party liable or to become liable hereunder, under the Notes Notes, any guaranty or under any other instruments and agreements related hereto and thereto shall ever be liable for interest in excess of the amount determined at such maximum rate, and the provisions of this Section paragraph 12P shall control over all other provisions of this IndentureAgreement, the Notes any Notes, any guaranty or any other instrument pertaining to or relating to the transactions herein or therein contemplated. If any amount of interest taken or received by the Indenture Trustee you or any Holder holder of a Note shall be in excess of said maximum amount of interest which, under applicable law, could lawfully have been collected by the Indenture Trustee you or such Holder holder incident to such transactions, then such excess shall be deemed to have been the result of a mathematical error by all parties hereto and shall be automatically applied to the reduction of the principal amount owing under the Notes or if such excessive interest exceeds the unpaid principal balance of the Notes, such excess shall be refunded promptly by the Person receiving such amount to the party paying such amount, or, at the option of the recipient, credited ratably against the unpaid principal amount of the Note or Notes held by you or such holder, respectively. All amounts paid or agreed to be paid in connection with such transactions which would under applicable law be deemed “"interest” " shall, to the extent permitted by such applicable law, be amortized, prorated, allocated and spread throughout the stated term of this IndentureAgreement and the Notes. “"APPLICABLE LAW" as used in this paragraph means that law in effect from time to time which permits the charging and collection of the highest permissible lawful, nonusurious rate of interest on the transactions herein contemplated including laws of the State of New York and of the United States of America, and "MAXIMUM RATE" as used in this paragraph means, with respect to each of the Notes, the maximum lawful, nonusurious rates of interest (if any) which under applicable law may be charged to the Company from time to time with respect to such Notes.

Maximum Interest Payable. The IssuerCompany, the Indenture Trustee Purchasers and the Holders any other holders of the Notes specifically intend and agree to limit contractually the amount of interest payable under this IndentureAgreement, the Notes and all other instruments and agreements related hereto and thereto to the maximum amount of interest lawfully permitted to be charged under applicable law. Therefore, none of the terms of this IndentureAgreement, the Notes Notes, any other Senior Note Documents or any instrument pertaining to or relating to or executed in connection with this Indenture or Agreement, the Notes or any other Senior Note Documents shall ever be construed to create a contract to pay interest (or amounts deemed to be interest under applicable law) at a rate in excess of the maximum rate permitted to be charged under applicable law, and neither the Issuer Company, any guarantor nor any other party liable or to become liable hereunder, under the Notes Notes, any guaranty or under any other instruments and agreements related hereto and thereto shall ever be liable for interest in excess of the amount determined at such maximum rate, and the provisions of this Section paragraph 12Q shall control over all other provisions of this IndentureAgreement, the Notes any Notes, any guaranty or any other instrument pertaining to or relating to the transactions herein or therein contemplated. If any amount of interest taken or received by the Indenture Trustee or any Holder holder of a Note shall be in excess of said maximum amount of interest which, under applicable law, could lawfully have been collected by the Indenture Trustee or such Holder holder incident to such transactions, then such excess shall be deemed to have been the result of a mathematical error by all parties hereto and shall be automatically applied to the reduction of the principal amount owing under the Notes or if such excessive interest exceeds the unpaid principal balance of the Notes, such excess shall be refunded promptly by the Person receiving such amount to the party paying such amount, or, at the option of the recipient, credited ratably against the unpaid principal amount of the Note held by such holder. All amounts paid or agreed to be paid in connection with such transactions which would under applicable law be deemed “interest” shall, to the extent permitted by such applicable law, be amortized, prorated, allocated and spread throughout the stated term of this IndentureAgreement and the Notes. “Applicable law” as used in this paragraph means that law in effect from time to time which permits the charging and collection of the highest permissible lawful, non-usurious rate of interest on the transactions herein contemplated including laws of the State of New York and of the United States of America, and “maximum rate” as used in this paragraph means, with respect to each of the Notes, the maximum lawful, non-usurious rates of interest (if any) which under applicable law may be charged to the Company from time to time with respect to such Notes. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [***. . .***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

Maximum Interest Payable. The IssuerCompany, the Indenture Trustee you and the Holders any other holders of the Notes specifically intend and agree to limit contractually the amount of interest payable under this IndentureAgreement, the Notes and all other instruments and agreements related hereto and thereto to the maximum amount of interest lawfully permitted to be charged under applicable law. Therefore, none of the terms of this IndentureAgreement, the Notes or any instrument pertaining to or relating to or executed in connection with this Indenture Agreement or the Notes shall ever be construed to create a contract to pay interest (or amounts deemed to be interest under applicable law) at a rate in excess of the maximum rate permitted to be charged under applicable law, and neither the Issuer Company, any guarantor nor any other party liable or to become liable hereunder, under the Notes Notes, any guaranty or under any other instruments and agreements related hereto and thereto shall ever be liable for interest in excess of the amount determined at such maximum rate, and the provisions of this Section paragraph 12P shall control over all other provisions of this IndentureAgreement, the Notes any Notes, any guaranty or any other instrument pertaining to or relating to the transactions herein or therein contemplated. If any amount of interest taken or received by the Indenture Trustee you or any Holder holder of a Note shall be in excess of said maximum amount of interest which, under applicable law, could lawfully have been collected by the Indenture Trustee you or such Holder holder incident to such transactions, then such excess shall be deemed to have been the result of a mathematical error by all parties hereto and shall be automatically applied to the reduction of the principal amount owing under the Notes or if such excessive interest exceeds the unpaid principal balance of the Notes, such excess shall be refunded promptly by the Person receiving such amount to the party paying such amount, or, at the option of the recipient, credited ratably against the unpaid principal amount of the Note or Notes held by you or such holder, respectively. All amounts paid or agreed to be paid in connection with such transactions which would under applicable law be deemed “"interest” " shall, to the extent permitted by such applicable law, be amortized, prorated, allocated and spread throughout the stated term of this IndentureAgreement and the Notes. “"APPLICABLE LAW" as used in this paragraph means that law in effect from time to time which permits the charging and collection of the highest permissible lawful, nonusurious rate of interest on the transactions herein contemplated including laws of the State of New York and of the United States of America, and "MAXIMUM RATE" as used in this paragraph means, with respect to each of the Notes, the maximum lawful, nonusurious rates of interest (if any) which under applicable law may be charged to the Company from time to time with respect to such Notes.

Maximum Interest Payable. The Issuer, the Indenture Trustee and the Holders of the Notes specifically intend and agree to limit contractually the amount of interest payable under this Indenture, the Notes and all other instruments and agreements related hereto and thereto to the maximum amount of interest lawfully permitted to be charged under applicable law. Therefore, none of the terms of this Indenture, the Notes or any instrument pertaining to or relating to or executed in connection with this Indenture or the Notes shall ever be construed to create a contract to pay interest (or amounts deemed to be interest under applicable law) at a rate in excess of the maximum rate permitted to be charged under applicable law, and neither the Issuer nor any other party liable or to become liable hereunder, under the Notes or under any other instruments and agreements related hereto and thereto shall ever be liable for interest in excess of the amount determined at such maximum rate, and the provisions of this Section shall control over all other provisions of this Indenture, the Notes or any other instrument pertaining to or relating to the transactions herein or therein contemplated. If any amount of interest taken or received by the Indenture Trustee or any Holder of a Note shall be in excess of said maximum amount of interest which, under applicable law, could lawfully have been collected by the Indenture Trustee or such Holder incident to such transactions, then such excess shall be deemed to have been the result of a mathematical error by all parties hereto and shall be automatically applied to the reduction of the principal amount owing under the Notes or if such excessive interest exceeds the unpaid principal balance of the Notes, such excess shall be refunded promptly by the Person receiving such amount to the party paying such amount. All amounts paid or agreed to be paid in connection with such transactions which would under applicable law be deemed “interest” shall, to the extent permitted by such applicable law, be amortized, prorated, allocated and spread throughout the stated term of this Indenture. “be

Maximum Interest Payable. The IssuerIt is the intention of parties hereto to comply strictly with all applicable usury laws; and, the Indenture Trustee accordingly, in no event and the Holders of the Notes specifically intend and agree upon no contingency shall Mortgagee be entitled to limit contractually the amount of interest payable under this Indenturereceive, the Notes and all collect, or apply as interest, any interest, fees, charges, or other instruments and agreements related hereto and thereto payments equivalent to the maximum amount of interest lawfully permitted to be charged under applicable law. Thereforeinterest, none of the terms of this Indenture, the Notes or any instrument pertaining to or relating to or executed in connection with this Indenture or the Notes shall ever be construed to create a contract to pay interest (or amounts deemed to be interest under applicable law) at a rate in excess of the maximum rate permitted to amount which may be charged from time to time under applicable law; and, and neither in the Issuer nor event that any other party liable ever receives, collects, or to become liable hereunderapplies as interest any such excess, under the Notes or under any other instruments and agreements related hereto and thereto shall ever such amount which would be liable for excessive interest in excess of the amount determined at such maximum rate, and the provisions of this Section shall control over all other provisions of this Indenture, the Notes or any other instrument pertaining to or relating to the transactions herein or therein contemplated. If any amount of interest taken or received by the Indenture Trustee or any Holder of a Note shall be in excess of said maximum amount of interest which, under applicable law, could lawfully have been collected by the Indenture Trustee or such Holder incident to such transactions, then such excess shall be deemed to have been the result of a mathematical error by all parties hereto and shall be automatically applied to the reduction of the principal amount owing of the indebtedness evidenced hereby; and, if the principal amount of the indebtedness evidenced hereby and all interest thereon is paid in full, any remaining excess shall forthwith be paid to Mortgagor or other party lawfully entitled thereto. In determining whether or not the interest paid or payable, under the Notes or if such excessive interest any special contingency, exceeds the unpaid principal balance of the Notesmaximum which may be lawfully charged, such excess shall be refunded promptly by the Person receiving such amount to the party paying such amount. All amounts paid or agreed to be paid in connection with such transactions which would under applicable law be deemed “interest” Mortgagor and Mortgagee shall, to the maximum extent permitted by such under applicable law, characterize any non-principal payment as an expense, fee or premium, rather than as interest. Any provision hereof or of any other agreement between the parties hereto that operates to bind, obligate, or compel Mortgagor to pay interest in excess of such maximum rate, shall be amortized, prorated, allocated and spread throughout construed to require the stated term payment of this Indenture. “the maximum rate only.

Maximum Interest Payable. The Issuer, All agreements between the Indenture Trustee undersigned and the Holders holder hereof, whether now existing or hereafter arising and whether written or oral, are hereby limited so that in no contingency, whether by reason of acceleration of the Notes specifically intend and agree maturity hereof or otherwise, shall the interest contracted for, charged, received, paid or agreed to limit contractually be paid to the amount of interest payable under this Indenture, the Notes and all other instruments and agreements related hereto and thereto to holder hereof exceed the maximum amount of interest lawfully permitted to be charged permissible under applicable law. ThereforeIf, none of from any circumstance whatsoever, interest would otherwise be payable to the terms of this Indenture, the Notes or any instrument pertaining to or relating to or executed in connection with this Indenture or the Notes shall ever be construed to create a contract to pay interest (or amounts deemed to be interest under applicable law) at a rate holder hereof in excess of the maximum rate lawful amount, the interest payable to the holder hereof shall be reduced to the maximum amount permitted to be charged under applicable law, ; and neither if from any circumstance the Issuer nor any other party liable or to become liable hereunder, under the Notes or under any other instruments and agreements related hereto and thereto holder hereof shall ever be liable for receive anything of value deemed interest by applicable law in excess of the maximum lawful amount, an amount determined at such maximum rate, and the provisions of this Section shall control over all other provisions of this Indenture, the Notes or equal to any other instrument pertaining to or relating to the transactions herein or therein contemplated. If any amount of excessive interest taken or received by the Indenture Trustee or any Holder of a Note shall be in excess of said maximum amount of interest which, under applicable law, could lawfully have been collected by the Indenture Trustee or such Holder incident to such transactions, then such excess shall be deemed to have been the result of a mathematical error by all parties hereto and shall be automatically applied to the reduction of the principal amount owing under hereof and not to the Notes payment of interest, or if such excessive interest exceeds the unpaid principal balance of the Notesprincipal hereof, such excess shall be refunded promptly by the Person receiving such amount to the party paying such amountundersigned. All amounts interest paid or agreed to be paid in connection with such transactions which would under applicable law be deemed “interest” to the holder hereof shall, to the extent permitted by such applicable law, be amortized, prorated, allocated allocated, and spread throughout the stated term full period until payment in full of the principal (including the period of any renewal or extension hereof) so that the interest hereon for such full period shall not exceed the maximum amount permitted by applicable law. This paragraph shall control all agreements between the undersigned and the holder hereof. /s/ Xxxxxx X. Xxxxx, Ph.D. --------------------------------------- Xxxxxx X. Xxxxx, Ph.D. STOCK PLEDGE AGREEMENT This STOCK PLEDGE AGREEMENT (this Indenture. “"Agreement") is made and entered into as of April 15, 1997 by and among Xxxxxx X. Xxxxx, an individual ("Beneficiary"), Xxxxx X. Xxxxxxxxx, and individual ("Pledgor"), and THE IMMUNE RESPONSE CORPORATION, a Delaware corporation ("Pledgee") with reference to the facts set forth in the Recitals below: