BETWEEN THE HOLDER, AND/OR ANY COMPANY ARISING OUT OF, CONNECTED WITH,
RELATED OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED BETWEEN THEM IN CONNECTION
WITH THIS NOTE, THE SECURITY AGREEMENT, ANY OTHER ANCILLARY AGREEMENT OR THE
TRANSACTIONS RELATED HERETO OR THERETO.
4.9
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.
4.10
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 COMPANIES TO THE HOLDER AND THUS
REFUNDED TO THE COMPANIES.
4.11
SECURITY INTEREST AND GUARANTEE.
THE HOLDER HAS
BEEN GRANTED A SECURITY INTEREST IN CERTAIN ASSETS OF THE COMPANIES AS MORE
FULLY DESCRIBED IN THE SECURITY AGREEMENT.
THE OBLIGATIONS OF THE COMPANIES
UNDER THIS NOTE ARE GUARANTEED BY CERTAIN SUBSIDIARIES OF THE COMPANIES PURSUANT
TO THE SUBSIDIARY GUARANTY DATED AS OF THE DATE HEREOF.
4.12
CONSTRUCTION.
EACH PARTY ACKNOWLEDGES THAT ITS
LEGAL COUNSEL PARTICIPATED IN THE PREPARATION OF THIS NOTE AND, THEREFORE,
STIPULATES THAT THE RULE OF CONSTRUCTION THAT
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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, each Company has caused this Secured Revolving Note to be
signed in its name effective as of this
day of August, 2005.
IWT TESORO CORPORATION
By:
Name:
Title:
WITNESS:
INTERNATIONAL WHOLESALE TILE, INC.
By:
Name:
Title:
WITNESS:
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EXHIBIT A
OTHER COMPANIES
International Wholesale Tile, Inc., a Florida corporation
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EXHIBIT B
NOTICE OF CONVERSION
(To be executed by the Holder in order to convert the Secured Revolving Note)
The undersigned hereby elects to convert $
of the principal and
$
of the interest due on the Secured Revolving Note dated as of
, 2005 (the "Note") issued by IWT TESORO CORPORATION (the
"Parent") and the other Companies named and as defined therein into shares of
Common Stock of the Parent ("Shares) in accordance with the terms and conditions
set forth in the Note, as of the date written below.
Date of Conversion:
Conversion Price:
Shares To Be Delivered:
Signature:
Print Name:
Address:
Holder DWAC instructions
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