PAYMENT OF THE BALANCE (PRINCIPAL, INTEREST, FEES, PREMIUMS,
CHARGES AND COSTS AND EXPENSES) OWING UNDER THIS NOTE.
THE FAILURE BY BANK TO
EXERCISE ANY OF ITS OPTIONS SHALL NOT CONSTITUTE A WAIVER OF THE RIGHT TO
EXERCISE SAME IN THE EVENT OF ANY SUBSEQUENT DEFAULT.
MISCELLANEOUS.
USE OF TERMS. THE TERM "NOTE" REFERS TO THIS COMMERCIAL PROMISSORY NOTE: C & I;
THE TERM "LOAN DOCUMENT" REFERS TO THIS NOTE, THE COMMITMENT LETTER, THE LOAN
AND SECURITY AGREEMENT AND ANY SECURITY DOCUMENTS AND OTHER DOCUMENTS AND
AGREEMENTS EXECUTED AND DELIVERED TO BANK OR OTHERS ON BANK'S BEHALF IN
CONNECTION WITH THIS NOTE; AND THE TERM "BORROWER" REFERS TO ALL SIGNATORIES OF
THIS NOTE COLLECTIVELY AND SEVERALLY, AS THE CONTEXT OF THIS NOTE REQUIRES, AND
ALL SIGNATORIES OF THIS NOTE SHALL BE AND THE SAME ARE JOINTLY AND SEVERALLY
LIABLE HEREUNDER.
WAIVER.
BORROWER WAIVES PRESENTMENT, DEMAND, PROTEST AND NOTICE OF DISHONOR,
WAIVES ANY RIGHTS WHICH IT MAY HAVE TO REQUIRE BANK TO PROCEED AGAINST ANY OTHER
PERSON OR PROPERTY, AGREES THAT WITHOUT NOTICE TO ANY PERSON AND WITHOUT
AFFECTING ANY PERSON'S LIABILITY UNDER THIS NOTE, BANK, AT ANY TIME OR TIMES,
MAY GRANT EXTENSIONS OF THE TIME FOR PAYMENT OR OTHER INDULGENCES TO ANY PERSON
OR PERMIT THE RENEWAL, AMENDMENT OR MODIFICATION OF THIS NOTE OR ANY OTHER
AGREEMENT EXECUTED AND DELIVERED BY ANY PERSON IN CONNECTION WITH THIS NOTE, OR
PERMIT THE SUBSTITUTION, EXCHANGE OR RELEASE OF ANY SECURITY FOR THIS NOTE AND
MAY ADD OR RELEASE ANY PERSON PRIMARILY OR SECONDARILY LIABLE, AND AGREES THAT
BANK MAY APPLY ALL MONEYS MADE AVAILABLE TO IT FROM ANY PART OF THE PROCEEDS
FROM THE DISPOSITION OF ANY SECURITY FOR THIS NOTE EITHER TO THIS NOTE OR TO ANY
OTHER OBLIGATION OF BORROWER TO BANK, AS BANK MAY ELECT FROM TIME TO TIME.
JURY AND JURISDICTION.
THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE SUBSTANTIVE LAWS OF THE STATE OF GEORGIA, EXCLUDING,
HOWEVER, THE CONFLICT OF LAW AND CHOICE OF LAW PROVISIONS THEREOF.
BORROWER, TO
THE EXTENT PERMITTED BY LAW, WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION
ARISING FROM OR RELATED TO THIS NOTE.
SUCCESSORS AND ASSIGNS.
THIS NOTE SHALL APPLY TO AND BIND BORROWER'S AND BANK'S
HEIRS, PERSONAL REPRESENTATIVES, SUCCESSORS AND ASSIGNS.
ALL REFERENCES IN THIS
NOTE TO BANK SHALL INCLUDE THE HOLDER HEREOF AND THIS NOTE SHALL INURE TO THE
BENEFIT OF ANY HOLDER, ITS SUCCESSORS AND ASSIGNS; AND, BORROWER WAIVES AND WILL
NOT ASSERT AGAINST ANY TRANSFEREE OR ASSIGNEE OF THIS NOTE ANY CLAIMS, DEFENSES,
SET-OFFS OR RIGHTS OF RECOUPMENT WHICH BORROWER COULD ASSERT AGAINST BANK,
EXCEPT DEFENSES WHICH BORROWER CANNOT WAIVE.
BORROWER ACKNOWLEDGES THAT
CUSTOMER NUMBERS AND LOAN NUMBERS MAY BE ADDED TO THIS NOTE AFTER EXECUTION AND
DELIVERY OF THIS NOTE BY BORROWER AND IF THERE IS A SECTION DENOTED "BANK USE
ONLY", THE INFORMATION UNDER SUCH SECTION MAY ALSO BE COMPLETED BY BANK
iii
AFTER EXECUTION AND DELIVERY OF THIS NOTE. IN ADDITION, IN THE EVENT THE DATE