FOR VALUE RECEIVED, the undersigned, NAME, a California corporation (the “Borrower”) agrees as follows as of the date first written below:
1. Principal. Borrower shall pay to the order of XXXXXX (the “Holder”), an individual, at XXXXXXXX, or at such other place as the Holder of this promissory note (the “Note”) may from time to time designate in writing, a principal sum equal to FIFTEEN THOUSAND DOLLARS ($15,000.00) (the “Principal”). The Principal shall be due and payable within twelve calendar months of the execution date of this Note, i.e., on September 1, 2XXX (the “Maturity Date”), subject to Borrower’s Option to Extend, outlined herein below in Section 6. Principal shall be payable in lawful money of the United States.
2. Interest. Interest shall accrue on the unpaid and outstanding principal balance of this Note commencing on the date hereof and continuing until repayment of this Note in full at a rate equal to thirteen percent (13.0%) per annum.
Amortized payments will be made quarterly beginning on Date. Any remaining unpaid interest due at the expiration of this Note (i.e., the later of the Maturity Date or the end of the Option term, as defined herein below in Section 6) shall be payable in full at that time. Interest payments shall be calculated based on the outstanding Principal balance as of five (5) calendar days before that given payment is due. This agreement and its payments are outlined and refer to payment schedule attachment, “Payment Schedule.”
3. Late Charge. The Parties acknowledge that, if any payment is not made on time by Borrower, the Holder will, as a result thereof, incur associated opportunity costs, the exact amount of which would be extremely difficult or impracticable to ascertain. Therefore, in the event that any payment is received ten (10) or more days after the payment due date, Borrower will be charged six percent (7.5%) of the payment amount.
4. Prepayment. The foregoing notwithstanding, Borrower shall have the right to prepay unpaid Principal in whole, or in part, before the Maturity Date without a prepayment premium, penalty, or charge. In the event that Borrower makes payment(s) in any monthly period that exceed(s) the interest amount due in that monthly period, such payments shall first be applied to that month’s interest, then to any accrued interest and late charges, and then, finally, the remainder shall be applied towards reducing the outstanding Principal balance.
5. Default and Acceleration. Should any uncured Event of Default, as hereinafter defined, occur, the whole sum of unpaid Principal hereunder shall, upon written notice, immediately become due and payable, at the option of the Holder hereof, without any presentment or demand. The following shall constitute an “Event of Default” hereunder:
a) Failure to pay the Principal when due;
b) Failure to make Interest payment when due.
In the event that an Event of Default occurs, Holder shall give notice (“Notice”) of the Event of Default to Borrower, and Borrower shall be entitled to cure the Event of Default by paying the Principal and Interest, if any, then due, to Holder within seven calendar days of the date of the Notice.
Holder’s failure to exercise it’s option to initiate the Default and Acceleration procedure in any month where an Event of Default or uncured Event of Default occurs shall not void the terms of Section 5 and shall not preclude Holder from invoking the Default and Acceleration provisions herein, to the full extent contemplated by this Note, in any future month that a due and owing Principal or Interest payment is not made.
6. Option to Extend. Borrower shall have one (1) one-year Option to Extend this Note, through September 1, 2XXX. Borrower must notify Holder in writing between May 1, 2XXX and August 22, 2XXX of its decision to exercise its Option; all terms during the Option period not specifically addressed shall remain unchanged and be governed by the provisions of this Note.
7. Complete Agreement. This Note sets forth the entire understanding between the parties under this Note and supersedes all prior agreements, arrangements, and communications, whether oral or written, with respect to the subject matter hereof.
8. Agreement to Perform Necessary Acts. Each party to this Note agrees to perform any further acts and execute and deliver any documents that may be reasonably necessary to carry out the provisions of this Note.
9. Amendments. The provisions of this Note may be waived, altered, amended, modified, or repealed, in whole or in part, only on the written consent of all parties to this Note.
10. Successors and Assigns. This Note shall be binding on and enforceable by and against the parties to it and their respective heirs, legal representatives, successors, and assigns.
11. Validity of Note. All provisions of this Note are separate and divisible, and if any part is held invalid, the remaining provisions shall continue in full force and effect.
12. Beneficiary Deed of Trust. THIS BENEFICIARY DEED OF TRUST, made on August 29th, 2XXX between NAME as “Borrower,” and XXXXXXX, “Holder” for automotive assets under ownership of NAME, Inc. (Car1, Car2 and Car3) is activated by the signing of this Promissory Note. FOR THE PURPOSE OF SECURING: (1) payment of indebtedness evidenced by promissory note dated August 29th 2XXX, and any extensions or renewals thereof, in the principal amount of $15,000; (2) the payment of any substitute notes, renewals, re-amortizations and extensions of all indebtedness secured by this Beneficiary Deed of Trust; (3) the performance of every obligation of “Borrower” whether contained or incorporated by reference in this promissory note, or contained in any loan document or guaranty executed by “Borrower” in favor of “Holder” of this note.
13. Notices. Except as otherwise expressly provided in this Note or by law, any and all notices of other communications required or permitted by this Note or by law to be served on, given to, or delivered to either party by the other party to this Note shall be in writing. All such notices shall be deemed duly served, given, delivered, and received, when personally delivered to the party to whom it is directed, or, in lieu of such personal delivery, when transmitted by facsimile and deposited in the United States mail, first-class postage prepaid, addressed to the parties at the addresses set forth below. Addresses for the purposes of this paragraph may be changed by giving written notice of such change in the manner provided in this paragraph. Until further notice, the addresses for purposes of this paragraph shall be as follows:
Borrower: Name / Address
Holder: Name / Address
14. Attorneys Fees. In the event either party files suit in a court of law to interpret or to enforce the terms of this Agreement, the party prevailing in such action shall be entitled, in addition to any legal fees incurred in defending against any third party claim, to its reasonable legal fees and costs incurred in such action to interpret or to enforce the terms of this agreement.
15. Venue. The parties agree that the venue for any lawsuit to be filed to resolve a dispute arising out of, or pertaining to, this Note, shall be the City and County of XYZ.
16. Governing Law. This Note shall be governed by, and construed in accordance with, the laws of the State of California.
IN WITNESS WHEREOF, the parties have executed this Note and deemed it to be effective as of the date set forth below.