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THIS AGREEMENT is made [Date] between [Name] of [Address] hereinafter referred to as "Lender", and [Name] of [Address] hereinafter referred to as "Borrower".
1. Promise to Pay. Within (--) months from today, Borrower promises to pay to Lender ($------), and interest and other charges stated below.
2. Responsibility. Although this agreement may be signed below by more than one person, Borrower understands that we are each as individuals responsible for paying back the full amount.
3.1. Breakdown of Loan. This is what Borrower will pay:
(a) Amount of Loan: $
(b) Other (Describe): $
(c) Amount financed: $
(d) Finance charge: $
(e) Total payment: $
ANNUAL PERCENTAGE RATE %
4. Repayment. This is how Borrower will repay. Borrower will repay the amount of this note in equal uninterrupted monthly installments of $------ each on the (--) day of each month starting on [Date], and ending on [Date].
5. Prepayment. Borrower haves the right to prepay the whole outstanding amount at any time. If Borrower does, or if this loan is refinanced, that is, replaced by a new note that you will refund the unearned finance charge, figured by the rule of 78--a commonly used formula for figuring rebates on installment loans.
6. Late Charge. Any installment not paid within (--) days of its due date shall be subject to a late charge of 5% of the payment, not to exceed $------ for any such late installment.
7. Security. To protect lender, Borrower gives what is known as a security interest or mortgage in:
8. Default: If for any reason Borrower fails to make any payment on time, Borrower shall be in default. The Lender can then demand immediate payment of the entire remaining unpaid balance of this loan, without giving anyone further notice. If Borrower has not paid the full amount of the loan when the final payment is due, the Lender will charge me interest on the unpaid balance at (--%) per year.
9. Right of Offset: If this loan becomes past due, the Lender will have the right to pay this loan from any deposit or security Borrower has with this lender without notice to me. If the Lender will give Borrower an extension of time to pay this loan, Borrower still must repay the entire loan.
10.1. Representations and Warranties of Borrower. 10.1. Borrower represents and warrants as follows, such representations and warranties to be deemed continuing representations and warranties during the entire term of this agreement:
(a) This agreement, the security agreements and other documents and instruments required hereunder, and the note provided for in this agreement, when issued and delivered, will all be valid and binding in accordance with their terms. (If company Borrower, add: Borrower is a company duly organised and existing and in good standing under the laws of (state), having its principal place of business at (address) Execution, delivery and performance of this agreement, the security agreements and other documents and instruments required hereunder, and the issuance of the note provided for in this agreement are within its company powers, have been duly authorised, and are not in contravention of law or the terms of the (articles of association) of incorporation or bylaws of Borrower, and do not require the consent or approval of any governmental body, agency, or authority.)
(b) The execution, delivery and performance of this agreement, the security agreements and other documents and instruments required hereunder, and the issuance of the note required in this agreement is not in contravention of the unwaived terms of any indenture, agreement or undertaking to which debtor is a party or by which Borrower is bound.
(c) No litigation or other proceeding before any court or administrative agency is pending, or to the knowledge of ____ (Borrower or the officers of Borrower) is threatened against Borrower, the outcome of which could materially impair the financial condition of debtor or the ability of debtor to carry on business.
(d) There are no security interests, liens, mortgages or other encumbrances on any of the assets of Borrower or any other assets of debtor, except to secured party or as permitted in this agreement.
(e) The balance sheet of Borrower dated (date), previously furnished secured party, is complete and correct and fairly presents the financial condition of debtor. Since the date of such balance sheet, there has been no material adverse change in the financial condition of Borrower. To the knowledge of (Borrower or the officers of Borrower), Borrower has no contingent obligations, including any liability for taxes, not disclosed by or reserved against in such balance sheet and, at the time of execution of this agreement, there are no material unrealised or anticipated losses from any known commitment of Borrower.
10.2. Borrower shall furnish secured party, in a form satisfactory to secured party, an opinion of counsel for debtor with respect to the legal matters referred to in Subsections 3.1(a) through 10.1(d). Such opinion shall be submitted prior to the making of an initial loan pursuant to this agreement.
11. Arbitration. Any disputes pertaining to said contractual arrangement being affairs that cannot be settled amicably shall be submitted to an arbitrator under the Rules of the American Arbitration Association in the City of [city], whose award may be reduced to judgment in any court of competent jurisdiction.
12. Collection fees. If this note is placed with an solicitor for collection, then Borrower agrees to pay the attorneys fee of (--%) of the unpaid balance. This fee will be added to the unpaid balance of the loan.
13. Severability. If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid or enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.
14. Waiver Of Contractual Right. The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that party's right to subsequently enforce and compel strict compliance with every provision of this Agreement.
15. No Representations. Neither party has made any representations nor promises, other than those contained in this agreement or in some further writing signed by the party making the representation or promise.
16. Interpretation. This Agreement will in all events be construed as a whole, according to its fair meaning, and not strictly for or against a party merely because that party (or the party's legal counsel) drafted the Agreement. The headings, captions, and titles in this legal Agreement are merely for reference and do not define, limit, extend, or describe the scope of this Agreement or any provision herein. Unless the context requires otherwise,
(a) the gender (or lack of gender) of all words used in this Agreement includes the masculine, feminine, and neuter, and
(b) the word including means including without limitation.
17. Co-borrowers: If Borrower is signing this agreement as a co-borrower, Borrower agrees to be equally responsible with the borrower for this loan.
18. Further Assurances. In connection with this Agreement and the transactions contemplated hereby, each party to this Agreement will execute and deliver any additional documents and perform any additional acts that may be necessary or appropriate to effectuate and perform its obligations under this Agreement and the transactions contemplated hereby.
19. Entire Agreement. This Agreement contains the entire agreement of the parties and there are no other promises or conditions in any other agreement whether oral or written. This Agreement supersedes any prior written or oral agreements between the parties.
20. This Agreement may be executed in more than one counterpart and signature pages may be exchanged by facsimile.
21. Applicable Law. This Agreement shall be governed by the laws of the State of (State).
Executed on the day and date first above written, at __________________.
*** If Required By State Law ***
This Section for Notary:
State of _________
County of ________ [County]
On [Date] before me, [Name of Notary], notary, personally appeared [Name of Person(s) Involved], personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
Witness my hand and official seal.
My commission expires: _____