(Revolving Line of Credit)
FOR VALUE RECEIVED, User ID (this shall be populated during their registration), an individual and or corporate (“Borrower”), promises to pay to Gold IQ, LLC., a Texas Corporation (“Lender”), or to its order, at its office located at
4500 Steiner Ranch Blvd, Suite 1510 Austin, TX 78732or at such
other place as the holder hereof may designate, in lawful money of the United States of America, the principal sum of Ten Thousand and No/100 Dollars ($10,000.00) or so much thereof as shall have been advanced and is outstanding together with interest, on the outstanding principal balance, until paid in full in accordance with the terms, conditions and provisions as hereinafter set forth in this Promissory Note (this “Note”).
This Note is the “Note” as defined in that certain Loan Agreement (the “Loan Agreement”) of even date herewith, entered into by and between Borrower and Lender, as it may be amended from time to time, and is subject to all of the terms and conditions thereof. All terms not defined herein shall have the same meaning as in the Loan Agreement. In the event of a conflict between the terms of this Note and the Loan Agreement, the terms of this Note shall prevail. Advances under this Note shall be made pursuant to Article 3 of the Loan Agreement.
Interest on the outstanding balance of this note shall be 1.25% annum.
Interest on the outstanding principal balance of this Note shall be
computed and calculated based upon a three hundred sixty (360)-day year and actual days elapsed and shall accrue at the per annum rate equal to the Gold IQ, LLC. Prime Rate of Interest. The interest rate on this Note is subject to change from time to time based on changes in an index which is the Gold IQ, LLC. prime rate of Interest. This Index is determined by Gold IQ, LLC. from time to time as a means of pricing credit extensions to some customers and is neither tied to any external rate of interest or index nor necessarily the lowest rate of interest charged by Gold IQ, LLC. at any given time for any particular class of customers or credit extensions, (the “Index”). The Index is not necessarily the lowest rate charged by Lender on its loans and is set by Lender in its sole discretion. If the Index becomes
unavailable during the term of this loan, Lender may designate a substitute index after notifying Borrower. Lender will tell Borrower the current Index rate upon Borrower’s request. The interest rate change will not occur more often than each day. Borrower understands that Lender may make loans based on other rates as well.
PRINCIPAL AND INTEREST PAYMENTS.
Interest rate for this Line of Credit shall be 1.25% annually.
Interest shall be due and payable quarterly, in arrears, based upon the actual number of days elapsed for that quarter, commencing on December 31, 2010, and shall continue to be due and payable, in arrears, on the same day of each and every calendar quarter thereafter until the Maturity Date (as hereinafter defined).
Each Advance of principal hereunder shall be due and payable on the earlier to occur of (i) the date that is twelve (12) months from date such Advance is made or (ii) the Maturity Date.
Upon the Maturity Date, the entire unpaid obligation outstanding under this Note, the Loan Agreement and any other Loan Documents shall become due and payable in full.
All payments due hereunder, including payments of principal and/or interest, shall be made to Lender in United States Dollars and shall be in the form of immediately available funds acceptable to the holder of this Note.
REVOLVING LINE OF CREDIT; ADVANCES.
This Note evidences a revolving line of credit. Advances under this Note may be requested by using the “Take My Profits” option while completing your transaction with and on goldtrader.com. Usage of this line of credit is only available to registered Gold IQ, LLC. members to pay the successful bid on any auction, wherein the borrowers is agreeing to sell gold to one of Lenders approved gold brokers at the closing price of spot gold the day prior to the auction as posted in the Wall Street Journal. The Line of Credit is not available to purchase bid packages or any other item. All communications, instructions, or directions by telephone or otherwise to Lender are to be directed to Lender’s office. The only person authorized, any one acting alone, to request advances and authorize payments under the line of credit is (User’s Name populated from registration).
Borrower agrees to be liable for all sums either:
(A) advanced in accordance with the instructions of an authorized person or
(B) credited to any of Borrower’s accounts with Lender. The unpaid principal balance owing on this Note at any time may be evidenced by endorsements on this Note or by Lender’s internal records, including daily computer print-outs.
Lender will have no obligation to advance funds under this Note if:
(A) Borrower or any guarantor is in default under the terms of this Note or any agreement that Borrower or any guarantor has with Lender, including any agreement made in connection with the signing of this Note;
(B) Borrower or any guarantor ceases doing business or is insolvent;
(C) any guarantor seeks, claims or otherwise attempts to limit, modify or revoke such guarantor’s guarantee of this Note or any other loan with Lender;
(D) Borrower has applied funds provided pursuant to this
Note for purposes other than those authorized by Lender;
(E) Lender in good faith believes itself insecure; or
(F) any other Event of Default (as defined in the Loan Agreement) occurs.
APPLICATION OF PAYMENTS.
All payments received from Lender Approved Gold Brokers, or for the account of Borrower, due hereunder shall be applied by Lender, in its sole and absolute discretion, in the
following manner, or in any other order or manner as Lender chooses:
a. First. To pay any and all interest due, owing and accrued;
b. Second. To pay any and all costs, advances, expenses or fees due, owing
and payable to Lender, or paid or incurred by Lender, arising from or out
of this Note, the Loan Agreement, and the other Loan Documents;
c. Third. To pay the outstanding principal balance on this Note.
All records of payments received by Lender shall be maintained at Lender’s office, and the records of Lender shall, absent manifest error, be binding and conclusive upon Borrower. The failure of Lender to record any payment or expense shall not limit or otherwise affect the obligations of Borrower under this Note.
On December 31, 2026 (“Maturity Date”), the entire unpaid principal
balance, and all unpaid accrued interest thereon, shall be due and payable without demand or notice, subject to acceleration as provided in this Note. In the event that Borrower does not pay this Note in full on the Maturity Date then, as of the Maturity Date and thereafter until paid in full, the interest accruing on the outstanding principal balance hereunder shall be computed, calculated and accrued on a daily basis at the Default Rate (as hereinafter defined).
UNPAID INTEREST, CHARGES AND COSTS.
Interest, late charges, costs or expenses that are not received by Lender within ten (10) calendar days from the date such interest, late charges, costs, or expenses become due, shall, at the sole discretion of Lender, be added to the principal balance and shall from the date due bear interest at the Default Rate.
Whenever any payment to be made under this Note shall be due on a day other than a Business Day, including Saturdays, Sundays and legal holidays generally recognized by banks doing business in Texas, then the due date for such payment shall be automatically extended to the next succeeding Business Day.
NO OFFSETS OR DEDUCTIONS.
All payments under this Note shall be made by Borrower without any offset, decrease, reduction or deduction of any kind or nature whatsoever, including, but not limited to, any decrease, reduction or deduction for, or on account of, any offset, present or future taxes, present or future reserves, imposts or duties of any kind or nature, that are imposed or levied by or on behalf of any government or taxing agency, body or authority by or for any municipality, state or country. If at any time, present or future, Lender shall be compelled by any Law, rule, regulation or any other such requirement which on its face or by its application requires or establishes reserves, or payment, deduction or withholding of taxes, imposts or duties to act such that it causes or results in a decrease, reduction or deduction, (as
described above) in payment received by Lender; then Borrower shall pay to Lender such additional amounts, as Lender shall deem necessary and appropriate, such that every payment received under this Note, after such decrease, reserve, reduction, deduction, payment or required withholding, shall not be reduced in any manner whatsoever.
DEFAULT. An Event of Default under the Loan Agreement shall constitute a default under this Note (hereinafter “Default”). Upon the occurrence of a Default hereunder, Lender may, in its sole and absolute discretion, declare the entire unpaid principal balance, together with all accrued and unpaid interest thereon, and all other amounts and payments due hereunder, immediately due and payable, without notice or demand.
DEFAULT RATE. From and after the occurrence of any Default in this Note whether by nonpayment, maturity, acceleration, non-performance or otherwise, and until such Default has been cured, all outstanding amounts under this Note (including, but not limited to, interest, costs and late charges) shall bear interest at a per annum rate (“Default Rate”) equal to five percent (5%) over the Index; provided, however, that in no event shall the Default Rate exceed the maximum rate authorized under Texas law.
PREPAYMENT. Borrower shall have the right at any time to prepay any portion of the
principal amount without premium or penalty. Any such prepayment shall not result in a
reamortization, deferral, postponement, suspension or waiver of any and all other payments due under this Note.
LATE CHARGES. Time is of the essence for all payments and other obligations due under this Note. Borrower acknowledges that if any payment required under this Note is not received by Lender within ten (10) calendar days after the same becomes due and payable, Lender will incur extra administrative expenses (i.e., in addition to expenses incident to receipt of timely payment) and the loss of the use of funds in connection with the delinquency in payment. Because, from the nature of the case, the actual damages suffered by Lender by reason of such administrative expenses and loss of the use of funds would be impracticable or extremely difficult to ascertain, Borrower agrees that five percent (5%) of the amount of the delinquent payment, together with
interest accruing on the entire principal balance of this Note at the Default Rate, as provided above, shall be the amount of damages which Lender is entitled to receive upon Borrower’s failure to make a payment of principal or interest when due, in compensation thereof.
Therefore, Borrower shall, in such event, without further demand or notice, pay to Lender, as Lender’s monetary recovery for such extra administrative expenses and loss of use of funds, liquidated damages in the amount of five percent (5%) of the amount of the delinquent payment (in addition to interest at the Default Rate). The provisions of this paragraph are intended to govern only the determination of damages in the event of a breach in the performance of Borrower to make timely payments hereunder. Nothing in this Note shall be construed as in any way giving Borrower the right, express or implied, to fail to make timely payments hereunder, whether upon payment of such damages or otherwise. The right of Lender to receive payment of such liquidated and actual damages, and receipt thereof, are without prejudice to the right of Lender to collect such delinquent payments and any other amounts provided to be paid hereunder
or under any of the Loan Documents, or to declare a default hereunder or under any of the Loan Documents.
COSTS AND EXPENSES. Borrower hereby agrees to pay any and all costs or expenses paid or incurred by Lender by reason of, as a result of, or in connection with the enforcement of this Note and the other Loan Documents, including, but not limited to, any and all attorneys' fees and related costs whether such costs or expenses are paid or incurred in connection with the enforcement of this Note and the other Loan Documents, or any of them, the protection or preservation of the collateral or security for this Note or any other rights, remedies or interests of Lender, whether or not suit is filed. Borrower’s agreement to pay any and all such costs and expenses includes, but is not limited to, costs and expenses incurred in or in connection with any bankruptcy proceeding, in enforcing any judgment obtained by Lender, and in connection with
any and all appeals there from, and in connection with the monitoring of any bankruptcy
proceeding and its effect on Lender’s rights and claims for recovery of the amounts due
hereunder, any proceeding concerning relief from the automatic stay, use of cash collateral, proofs of claim, approval of a disclosure statement or confirmation of, or objections to confirmation of, any plan of reorganization. All such costs and expenses are immediately due and payable to Lender by Borrower, whether or not demand therefore` is made by Lender.
WAIVERS. Borrower hereby waives grace, diligence, presentment, demand, notice of demand, dishonor, notice of dishonor, protest, notice of protest, any and all exemption rights against the indebtedness evidenced by this Note and the right to plead any statute of limitations as a defense to the repayment of all or any portion of this Note, and interest thereon, to the fullest extent allowed by law, and all compensation of cross-demands pursuant Code of Civil Procedure Section 431.70. No delay, omission or failure on the part of Lender in exercising any right or remedy hereunder shall operate as a waiver of such right or remedy or any other right or remedy of Lender.
MAXIMUM LEGAL RATE. This Note is subject to the express condition that at no time shall Borrower be obligated, or required, to pay interest on the principal balance at a rate (i) which could subject Lender to either civil or criminal liability as a result of such rate being in excess of the maximum rate which Lender is permitted to charge, or (ii) that exceeds the maximum interest rate authorized or permitted under Law or any other applicable provision of law. If, by the terms of this Note, Borrower is, at any time, required or obligated to pay interest on the principal balance at a rate in excess of such maximum rate, then the rate of interest under this Note shall be deemed to be immediately reduced to such maximum rate and interest payable hereunder shall
be computed at such maximum rate and any portion of all prior interest payments in excess of such maximum rate shall be applied or shall retroactively be deemed to have been payments made, in reduction of the principal balance, as the case may be.
AMENDMENT; GOVERNING LAW. This Note may be amended, changed, modified,
terminated or canceled only by a written agreement signed by the party against whom
enforcement is sought for any such action. This Note shall be governed by and construed under the Laws of the State of Texas.
AUTHORITY. Borrower, and each person executing by acceptance of this Note on Borrower’s behalf, hereby represents and warrants to Lender that, by its execution below, Borrower has the full power, authority and legal right to execute and deliver this Note and that the indebtedness evidenced hereby constitutes a valid and binding obligation of Borrower without exception or limitation. By clicking the I have read and accept the terms and continues of the line of credit, you are bound to this note.