IMMEDIATELY AVAILABLE IN THE PLACE DESIGNATED FOR
PAYMENT, RECEIVED BY BANK PRIOR TO 2:00 P.M. LOCAL TIME AT SAID PLACE OF
PAYMENT, SHALL BE CREDITED AS IF RECEIVED PRIOR TO CLOSE OF BUSINESS ON THE DAY
THE FUNDS ARE IMMEDIATELY AVAILABLE; WHILE OTHER PAYMENTS, AT THE OPTION OF
BANK, MAY NOT BE CREDITED UNTIL SUCH PAYMENTS ARE IMMEDIATELY AVAILABLE TO BANK,
IN FEDERAL FUNDS, IN THE PLACE DESIGNATED FOR PAYMENT, PRIOR TO 2:00 P.M. LOCAL
TIME AT SAID PLACE OF PAYMENT ON A DAY ON WHICH BANK IS OPEN FOR BUSINESS.
LOAN AGREEMENT AND SECURITY.
COMMITMENT LETTER.
THE LOAN EVIDENCED BY THIS NOTE WAS MADE PURSUANT TO A
COMMITMENT LETTER ("COMMITMENT LETTER") FROM BANK TO BORROWER DATED JUNE 9,
2006.
ii
LOAN AND SECURITY AGREEMENT.
BORROWER, RBC CENTURA BANK, AS COLLATERAL AGENT,
AND BANK AND RBC CENTURA BANK, AS LENDERS, HAVE ENTERED INTO A LOAN AND SECURITY
AGREEMENT, DATED AS OF EVEN DATE HEREWITH (AS AMENDED OR MODIFIED OR RESTATED
FROM TIME TO TIME, THE "LOAN AND SECURITY AGREEMENT").
THIS NOTE IS ALSO
SECURED BY (1) THE SECURITY DOCUMENTS AND OTHER SUPPORTING OBLIGATIONS
REFERENCED IN THE COMMITMENT LETTER AND BY THOSE REFERENCED IN THE LOAN AND
SECURITY AGREEMENT AND (2) THE SECURITY DOCUMENTS AND OTHER SUPPORTING
OBLIGATIONS WHICH REFERENCE THAT THEY SECURE THIS NOTE ("SECURITY DOCUMENTS").
DEFAULT
LATE CHARGES AND EXPENSES.
BORROWER AGREES TO PAY, UPON DEMAND BY BANK, FOR
EACH PAYMENT PAST DUE FOR FIFTEEN (15) OR MORE CALENDAR DAYS, A LATE CHARGE IN
AN AMOUNT EQUAL TO THE LESSER OF (1) FOUR PERCENT (4%) OF THE AMOUNT OF THE
PAYMENT PAST DUE OR (2) THE MAXIMUM PERCENTAGE OF THE PAYMENT PAST DUE PERMITTED
BY APPLICABLE LAW, OR THE MAXIMUM AMOUNT IF NOT EXPRESSED AS A PERCENTAGE.
IF
THIS NOTE IS NOT PAID IN FULL WHENEVER IT BECOMES DUE AND PAYABLE, BORROWER
AGREES TO PAY ALL COSTS AND EXPENSES OF COLLECTION, INCLUDING REASONABLE
ATTORNEYS' FEES.
THE BORROWER HEREBY STIPULATES THAT REASONABLE ATTORNEYS' FEES
SHALL BE FIFTEEN PERCENT (15%) OF THE OUTSTANDING BALANCE OWING UNDER THIS NOTE
AFTER DEFAULT.
DEFAULT. ANY ONE OR MORE OF THE FOLLOWING SHALL CONSTITUTE AN EVENT OF DEFAULT
("EVENT OF DEFAULT") UNDER THIS NOTE: (1) THE FAILURE OF BORROWER TO PAY WHEN
DUE ANY PAYMENT DESCRIBED HEREIN, WHETHER OF PRINCIPAL, INTEREST, FEES, PREMIUMS
OR OTHERWISE; AND (2) THE OCCURRENCE OF ANY "EVENT OF DEFAULT" UNDER AND AS
DEFINED IN THE LOAN AND SECURITY AGREEMENT.
ACCELERATION.
UPON THE OCCURRENCE OF AN EVENT OF DEFAULT, (1) THE ENTIRE UNPAID
PRINCIPAL BALANCE OF THIS NOTE, TOGETHER WITH ALL OTHER AMOUNTS OWING AND ALL
OTHER AMOUNTS TO BE OWING UNDER THIS NOTE, SHALL, AT THE OPTION OF BANK, BECOME
IMMEDIATELY DUE AND PAYABLE, WITHOUT NOTICE OR DEMAND, AND (2) THE BANK MAY,
BOTH BEFORE AND AFTER ACCELERATION, EXERCISE ANY OF AND ALL OF ITS OTHER RIGHTS
AND REMEDIES UNDER THIS NOTE AND THE OTHER LOAN DOCUMENTS, AS WELL AS ANY
ADDITIONAL RIGHTS AND REMEDIES IT MAY HAVE AT LAW AND IT MAY HAVE IN EQUITY, TO
RECOVER FULL