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 AFTER
EXECUTION AND DELIVERY OF THIS NOTE. IN ADDITION, IN THE EVENT THE DATE OF THIS
NOTE IS OMITTED, BORROWER CONSENTS TO BANK INSERTING THE DATE.
MASTER NOTE.
IF THIS NOTE IS DESIGNATED HEREIN AS A MASTER NOTE OR IS DENOTED
ON BANK'S RECORDS AS A MASTER NOTE, THEN THIS NOTE EVIDENCES A LINE OF CREDIT
AND BORROWER SHALL BE LIABLE FOR ONLY SO MUCH OF THE PRINCIPAL AMOUNT AS SHALL
BE EQUAL TO THE TOTAL OF THE AMOUNTS ADVANCED TO OR FOR BORROWER BY BANK FROM
TIME TO TIME, LESS ALL PAYMENTS MADE BY OR FOR BORROWER AND APPLIED BY BANK TO
PRINCIPAL, AND FOR INTEREST ON EACH SUCH ADVANCE, FEES,
iii
PREMIUMS, CHARGES AND COSTS AND EXPENSES INCURRED OR DUE HEREUNDER, ALL AS SHOWN
ON BANK'S BOOKS AND RECORDS WHICH SHALL BE CONCLUSIVE EVIDENCE OF THE AMOUNT
OWED BY BORROWER UNDER THIS NOTE, ABSENT A CLEAR AND CONVINCING SHOWING OF BAD
FAITH OR MANIFEST ERROR.
IF THIS IS A MASTER NOTE, UPON THE OCCURRENCE OF AN
EVENT OF DEFAULT OR THE OCCURRENCE OF AN EVENT WHICH, WITH THE GIVING OF NOTICE
OR A LAPSE OF TIME, OR BOTH, WOULD BECOME AN EVENT OF DEFAULT UNDER THIS NOTE,