3. Manner of Payment. All payments of principal and accrued interest on the Loansshall be made by the Company to Holder in immediately available funds and in lawful money of theUnited States of America at the address set forth in Section 11 or to such account as is designatedby Holder in writing to the Company.     4. Events of Default. The following shall constitute “Events of Default” with respectto this Note:     (a) Failure of the Company to pay when due, in the manner provided herein, theprincipal or interest with respect to any Loan under this Note; or     (b) The Company shall make an assignment for the benefit of creditors, or shall admitin writing its inability to pay its debts as they become due, or shall file a voluntarypetition for relief under Title 11 of the United States Code (the “Bankruptcy Code”), orshall file any other petition or similar request with a court or governmental agency havingcompetent jurisdiction for voluntary relief, looking to reorganization, arrangement,composition, readjustment, liquidation, custodianship, dissolution, winding-up or similarrelief under the Bankruptcy Code or any other similar present or future statute, law orregulation, or shall file any answer admitting or not contesting the material allegations ofa petition filed against it in any such proceeding, or shall in any such proceeding seek orconsent to or acquiesce in the appointment of any trustee, receiver, custodian or liquidatorof it or of all or any substantial part of its properties; or     (c) The filing against the Company of an involuntary petition for relief under theBankruptcy Code or the commencement of any proceeding against the Company in a court orbefore a governmental agency having competent jurisdiction, looking to reorganization,arrangement, composition, readjustment, liquidation, custodianship, dissolution or similarrelief under the Bankruptcy Code or any other similar present or future statute, law orregulation, and such petition or proceeding shall not have been vacated, dismissed or stayedwithin sixty (60) days thereafter, or if there is appointed in any such proceeding, withoutthe consent or acquiescence of the Company, any trustee, receiver, custodian, liquidator, orother similar official for it or for all or any substantial part of its properties, and suchappointment shall not have been vacated, dismissed or stayed within sixty (60) daysthereafter; or     (d) The Company shall default in the due observance or performance of anycovenant, condition or agreement contained herein and such default shall continueunremedied for a period of thirty (30) days.     5. Consequences of Event of Default. Upon the occurrence of any such Event ofDefault and during the continuation thereof, Holder, by written notice to the Company, mayterminate its commitment to make Loans pursuant to Section 1 and declare the unpaid principalbalance of all Loans and accrued and unpaid interest thereon to be immediately due and payablenotwithstanding the Maturity Date thereof. Upon any such declaration of acceleration, suchprincipal and interest shall become immediately due and payable and Holder shall have allother rights and remedies provided by applicable law.
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     6. Costs of Collection. In the event that any amounts due under this Note are not paidwhen due, the Company shall also pay or reimburse Holder for all reasonable costs and expenses ofcollection, including, without limitation, reasonable attorneys’ fees.     7. Certain Acceleration Events. Upon a Sale, Holder may, by notice to the Company,terminate its commitment to make Loans pursuant to Section 1 hereof and declare the unpaidprincipal balance of all Loans under this Note and accrued and unpaid interest thereon to beimmediately due and payable, whereupon the same shall become immediately due and payablenotwithstanding the Maturity Date thereof. For purposes of this Section 7, a “Sale” means (a) asale of all or substantially all of the assets of the Company or (b) any extraordinary corporatetransaction, such as a merger, consolidation, issuance of capital stock or other businesscombination involving the Company pursuant to which any person or group of persons acquires atleast 50% of the voting power of the Company, or in which the Company is not the survivingcorporation.     8. Governing Law. This Note shall be governed by and construed in accordance with thelaws of the State of North Carolina, other than the conflicts of law provisions thereof.     9. Waiver. The Company waives presentment for payment, demand, protest, notice ofdishonor, notice of protest, diligence on bringing suit against any party hereto, and all defenseson the ground of any extension of the time of payment that may be given by Holder to it.     10. No Right of Set-Off. As of the date hereof, the Company represents that it has noclaims or offsets against Holder in breach of contract, negligence or for any other type of legalaction under this Note.     11. Notices. Any notice pursuant to this Note must be in writing and will be deemedeffectively given to another party on the earliest of the date (a) three business days after suchnotice is sent by registered U.S. mail, return receipt requested, (b) upon receipt of confirmationif such notice is sent by facsimile, (c) one business day after delivery of such notice into thecustody and control of an overnight courier service for next day delivery, (d) upon delivery ofsuch notice in person and (e) such notice is received by that party; in each case to theappropriate address below (or to such other address as a party may designate by notice to the otherparty):The Company:Piedmont Coca-Cola Bottling Partnership