BETWEEN
THEM IN CONNECTION WITH THIS NOTE, ANY OTHER RELATED AGREEMENT OR THE
TRANSACTIONS RELATED HERETO OR THERETO.
4.8
SEVERABILITY.
IN THE EVENT THAT ANY PROVISION OF THIS NOTE IS
INVALID OR UNENFORCEABLE UNDER ANY APPLICABLE STATUTE OR RULE OF LAW, THEN SUCH
PROVISION SHALL BE DEEMED INOPERATIVE TO THE EXTENT THAT IT MAY CONFLICT
THEREWITH AND SHALL BE DEEMED MODIFIED TO CONFORM WITH SUCH STATUTE OR RULE OF
LAW.
ANY SUCH PROVISION WHICH MAY PROVE INVALID OR UNENFORCEABLE UNDER ANY LAW
SHALL NOT AFFECT THE VALIDITY OR ENFORCEABILITY OF ANY OTHER PROVISION OF THIS
NOTE.
4.9
MAXIMUM PAYMENTS.
NOTHING CONTAINED HEREIN SHALL BE DEEMED TO
ESTABLISH OR REQUIRE THE PAYMENT OF A RATE OF INTEREST OR OTHER CHARGES IN
EXCESS OF THE MAXIMUM PERMITTED BY APPLICABLE LAW.
IN THE EVENT THAT THE RATE
OF INTEREST REQUIRED TO BE PAID OR OTHER CHARGES HEREUNDER EXCEED THE MAXIMUM
RATE PERMITTED BY SUCH LAW, ANY PAYMENTS IN EXCESS OF SUCH MAXIMUM RATE SHALL BE
CREDITED AGAINST AMOUNTS OWED BY THE COMPANY TO THE HOLDER AND THUS REFUNDED TO
THE COMPANY.
4.10
SECURITY INTEREST.
THE HOLDER HAS BEEN GRANTED A SECURITY INTEREST
IN CERTAIN ASSETS OF THE COMPANY AS MORE FULLY DESCRIBED IN THE MASTER SECURITY
AGREEMENT DATED AS OF THE DATE HEREOF.
THE OBLIGATIONS OF THE COMPANY UNDER
THIS NOTE ARE GUARANTEED BY CERTAIN SUBSIDIARIES OF THE COMPANY PURSUANT TO THE
SUBSIDIARY GUARANTY DATED AS OF THE DATE HEREOF.
4.11
CONSTRUCTION.
EACH PARTY ACKNOWLEDGES THAT ITS LEGAL COUNSEL
PARTICIPATED IN THE PREPARATION OF THIS NOTE AND, THEREFORE, STIPULATES THAT THE
RULE OF CONSTRUCTION THAT AMBIGUITIES ARE TO BE RESOLVED AGAINST THE DRAFTING
PARTY SHALL NOT BE APPLIED IN THE INTERPRETATION OF THIS NOTE TO FAVOR ANY PARTY
AGAINST THE OTHER.
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IN WITNESS WHEREOF, the Company has caused this Secured Convertible Term Note to
be signed in its name effective as of this
day of June, 2005.
IMPLANT SCIENCES CORPORATION
By:
Name:
Title:
WITNESS:
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