such deferment, postponement, renewal, extension, acceptance of additional
collateral or security and/or release shall not in any way affect or change the
obligation of any such maker, endorser, guarantor or other party to this Note,
or of any who may become liable for the payment thereof.
The Borrower shall pay a "late charge" of five percent (5%) of any
payments of principal and/or interest due when paid more than five days after
the due date thereof (provided that in no event shall said "late charge" result
in the payment of interest in excess of the maximum lawful rate of interest
permitted by applicable law), to cover the extra expenses involved in handling
delinquent payments; and provided that the late charge shall not be applicable
to the payment due on the Maturity Date.
The term "maximum lawful rate of interest" as used herein shall mean a
rate of interest equal to the higher or greater of the following: (a) the
"applicable formula rate" defined in Tennessee Code Annotated Section
47-14-102(2), or (b) such other rate of interest as may be charged under other
applicable laws or regulations.
This Note is a secured Note.
This Note has been executed and delivered in, and shall be governed by
and construed according to the laws of the State of Tennessee except to the
extent pre-empted by applicable laws of the United States of America.
This Note may not be changed or terminated without the prior written
approval of the Lender and the Borrower. No waiver of any term or provision
hereof shall be valid unless in writing signed by the holder.
This Note is one of the Term Notes issued by Borrower pursuant to the
Loan Agreement. This Note reflects in part an amendment and restatement of the
indebtedness evidenced by that certain Consolidated, Amended, and Restated Term
Note payable to the order of SunTrust Bank, Nashville, N.A. in the principal
amount of $5,749,245.88 dated as of June 25, 1996, which Consolidated, Amended,
and Restated Term Note was assigned without recourse by SunTrust Bank,
Nashville, N.A. to Agent. Subsequent to the assignment to Agent, separate
notes were issued to the Lenders (as such term is defined in the Loan
Agreement) to evidence the indebtedness. This Note is not (and is not intended
to be) a novation of the indebtedness evidenced previously by the Consolidated,
Amended, and Restated Term Note.