PROMISSORY NOTE
Borrower: Availent Mortgage, Inc. Lender: INWOOD NATIONAL BANK
2720 Stemmons Frwy. #600 7621 INWOOD ROAD
Dallas, TX 75207 DALLAS, TX 75209
Principal Amount: $50,000.00 Interest Rate: 7.500% Date of Note: March 10, 2002
PROMISE TO PAY, Availent Mortgage, Inc. ("Borrower" promises to pay to INWOOD
NATIONAL BANK ("Lender"). or order, in lawful money of the United States of
America, the principal amount of Fifty Thousand & 00/100 Dollars ($50,000.00) or
so much as may be outstanding, together with Interest at the rate of 7.500% per
annum on the unpaid outstanding principal balance of each advance. Interest
shall he calculated from the date of each advance until repayment of each
advance or maturity, whichever occurs first. The interest rate will not increase
above 18.000%.
CHOICE OF USURY CEILING AND INTEREST RATE. The interest rate on this Note has
been implemented under the "Weekly Ceiling" as referred to in Sections 303.002
and 303.003 of the Texas Finance Code. However, Lender reserves the right to
implement a different interest rate and to follow such rate, provided Lender
complies with the requirements of Sections 303.101, 102 and 103 of the Texas
Finance Code.
PAYMENT. Borrower will pay this loan on demand. Payment in full is due
immediately upon Lender's demand. If no demand is made. Borrower will pay this
loan in one payment of all outstanding principal plus all accrued unpaid
interest on March 10, 2003. In addition, Borrower will pay regular monthly
payments of all accrued unpaid interest due as of each payment date, beginning
April 10, 2002, with all subsequent interest payments to be due on the same day
of each month after that. Unless otherwise agreed or required by applicable law,
payments will be applied first to accrued unpaid interest, then-to principal,
and any remaining amount to any unpaid collection costs. The annual interest
rate for this Note is computed on a 365/360 basis: that is, by applying the
ratio of the annual interest rate over a year of 360 days, multiplied by the
outstanding principal balance, multiplied by the actual number of days the
principal balance is outstanding, unless such calculation would result in a
usurious rate, in which case interest shall be calculated on a per diem basis of
a year of 365 or 366 days, as the case may be. Borrower will pay Lender at
Lender's address shown above or at such other place as Lender may designate in
writing.
MAXIMUM INTEREST RATE. Under no circumstances will the interest rate on this
Note exceed the lesser of 18.000% per annum or the maximum rate allowed by
applicable law.
PREPAYMENT. Borrower may pay without penalty all or a portion of the amount owed
earlier than it is due. Any partial payment shall be in an amount equal to one
or more full installments. Prepayment in full shall consist of payment of the
remaining unpaid principal balance together with all accrued and unpaid interest
and all other amounts, costs and expenses for which Burrower is responsible
under this Note or any other agreement with lender pertaining to this loan, and
in no event will Borrower ever be required to pay any unearned interest. Early
payments will not, unless agreed to by Lender in writing relieve Borrower of
Borrower's obligation to continue to make payments of accrued unpaid interest.
Rather, early payments will reduce the principal balance due. Borrower agrees
not to send lender payments marked "paid in full", "without recourse", or
similar language. If Borrower sends such a payment Lender may accept it without
losing any of Lender's rights under this Note, and Borrower will remain
obligated to pay any further amount owed to Lender. All written communications
concerning disputed amounts including any check or other payment instrument that
indicates that the payment constitutes "payment in full" of the amount owed or
that is tendered with other conditions or limitations or as full satisfaction of
a disputed amount must be mailed or delivered to: INWOOD NATIONAL BANK, 7621
INWOOD ROAD DALLAS, TX 75209
INTEREST AFTER DEFAULT. Upon default, including failure to pay upon final
maturity, the total sum due under this Note will bear interest from the date of
acceleration or maturity at the interest rate on this Note. The interest rate
will not exceed the maximum rate permitted by applicable law.
DEFAULT. Each of the following shall constitute an event of default ("Event of
Default") under this Note:
Payment Default. Borrower fails to make any payment when due under this
Note.
Other Defaults. Borrower falls to comply with or to perform any other term,
obligation, covenant or condition contained in this Note or in any of the
related documents or to comply with or to perform any term, obligation,
covenant at condition contained in any other agreement between Lender and
Borrower.
False Statements. Any warranty, representation or statement made or
furnished to Lender by Borrower or on Borrower's behalf under this Note or
the related documents is false or misleading in any material respect either
now or at the time made or furnished or becomes false or misleading at any
time thereafter.
Insolvency. The dissolution or termination of Borrower's existence as a
going business, the insolvency of Borrower, the appointment of a receiver
for any part of Borrower's property, any assignment for the benefit of
creditors, any type of creditor workout, or the commencement of any
proceeding under any bankruptcy or insolvency laws by or against Borrower.
Creditor or Forfeiture Proceedings. Commencement of foreclosure or
forfeiture proceedings, whether by judicial proceeding, self-help,
repossession or any other method, by any creditor of Borrower or by any
governmental agency against any collateral securing the loan. This includes
a garnishment of any of Borrower's accounts, including deposit accounts,
with Lender. However, this Event of Default shall not apply if there is a
good faith dispute by Borrower as to the validity or reasonableness of the
claim which is the basis of the creditor or forfeiture proceeding and if
Borrower gives Lender written notice of the creditor or forfeiture
proceeding and deposits with Lender monies or a surety bond for the
creditor or forfeiture proceeding, in an amount determined by Lender, in
its sole discretion, as being an adequate reserve or bond for the dispute.
Events Affecting Guarantor. Any or the preceding events occurs with respect
to any Guarantor of any of the indebtedness or any Guarantor dies or
becomes incompetent, or revokes or disputes the validity of, or liability
under, any guaranty of the indebtedness evidenced by this Note. In the
event of a death, Lender, at its option, may, but shall not be required to
permit the Guarantor's estate to assume unconditionally the obligations
arising under the guaranty in a manner satisfactory to Lender, and, in
doing so, cure any Event of Default.
Change In Ownership. Any change in ownership of twenty-live percent (25%)
or more of the common stock of Borrower.
Adverse Change, A material adverse change occurs in Borrower's financial
condition, or Lender believes the prospect of payment or performance of
this Note is impaired.
Insecurity. Lender in good faith believes itself insecure.
Cure Previsions. If any default, other than a default in payment is
curable, it may be cured (and no event of default will have occurred) if
Borrower, after receiving written notice from Lender demanding cure of such
default: (1) Cures the default within twenty (20) days: or (2) if the Cure
requires more than twenty (20) days, immediately initiates steps which
Lender deems in Lender's sole discretion to be sufficient to cure the
default and thereafter continues and completes all reasonable and necessary
steps sufficient to produce compliance as soon as reasonably practical.
LENDER'S RIGHTS. Upon default, Lender may declare the entire indebtedness,
including the unpaid principal balance on this Note, all accrued unpaid
interest, and all other amounts, costs and expenses for which Borrower is
responsible under this Note or any other agreement with Lender pertaining to
this loan, immediately due, without notice, and then Borrower will pay that
amount.
ATTORNEYS' FEES: EXPENSES. Lender may hire an attorney to help collect this Note
if Borrower does not pay, and Borrower will pay Lender's reasonable attorneys'
fees. Borrower also will pay Lender all other amounts Lender actually incurs as
court costs, lawful fees for filing, recording, releasing to any public office
any instrument securing this Note; the reasonable cost actually expended for
repossessing, storing, preparing for sale, and selling any security; and fees
for noting a lien on or transferring a certificate of title to any motor vehicle
offered as security for this Note, or premiums or identifiable charges received
in connection with the sale of authorized insurance.
GOVERNING LAW. This Note will be governed by, construed and enforced In
accordance with federal law and the laws of the State of Texas. This Note has
been accepted by Lender In the State of Taxes.
CHOICE OF VENUE. If there is a lawsuit, and if the transaction evidenced by this
Note occurred in DALLAS County, Borrower agrees upon Lender's request to submit
to the jurisdiction of the courts of DALLAS County, State, of Texas.
DISHONORED CHECK CHARGE. Borrower will pay a processing fee of $25.00 if any
check given by Borrower to Lender as a payment on this loan is dishonored.
RIGHT OF SETOFF. To the extent permitted by applicable law, Lender reserves a
right of setoff in all Borrower's accounts with Lender (whether checking,
savings, or some other account). This includes all accounts Borrower holds
jointly with someone else and all accounts Borrower may open in the future.
However, this does not include any IRA or Keogh accounts, or any trust accounts
for which setoff would be prohibited by law. Borrower authorizes Lender to the
extent permitted by applicable law, to charge or setoff all sums owing on the
indebtedness against any and all such accounts.
COLLATERAL, Borrower acknowledges this Note is secured by Assignment of
Furniture, Equipment, and Leasehold Improvements.
LINE OF CREDIT, This Note evidences a revolving fine of credit. Advances under
this Note may he requested orally by Borrower or as provided in this paragraph.
All oral requests shall be confirmed in writing on the day of the request. All
communications, instructions, or directions by telephone or otherwise to Lender
are to be directed to Lender's office shown above. The following persona
currently are authorized to request advances and authorize payments under the
line of credit until Lender receives from Borrower, at Lender's address shown
above, written notice of revocation of their authority: Michael L. Banes,
President of Availant Mortgage, Inc.: and Patrick McGeeney, Secretary of
Availent Mortgage, Inc. 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 tills 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, clams 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 to purposes other than these authorized by Lender; or (E) Lender in
good faith believes itself insecure. This revolving line of credit shall net be
subject to Ch. 346 of the Texas Finance Code.
RENEWAL AND EXTENSION, This Note is given in renewal and extension and not in
novation of the following described indebtedness; Renewal or Loan #103755701.
SUCCESSOR INTERESTS. The terms of this Note shall be binding upon Borrower, and
upon Borrower's heirs, personal representatives, successors and assigns and
shall inure to the benefit of Lender and its successors and assigns.
NOTIFY US OF INACCURATE INFORMATION WE REPORT TO CONSUMER REPORTING AGENCIES.
Please notify us if we report any inaccurate information about your account(s)
to a consumer reporting agency. Your written notice describing the specific
inaccuracy(ies) Should be sent to us at the following address: INWOOD NATIONAL
BANK 7621 INWOOD ROAD DALLAS, TX 75209
GENERAL PROVISIONS, This Note is payable on demand. The inclusion of specific
default provisions or rights at Lender shall not preclude Lender's right to
declare payment of this Note on its demand. NOTICE: Under no circumstances (and
notwithstanding any other provisions of this Note) shall the interest charged,
collected, or contracted for on this Note exceed the maximum rate permitted by
law. The term "maximum rate permitted by law" as used in this Note means the
greater of (a) the maximum rate of interest permitted under federal or other law
applicable to the indebtedness evidenced by this Note, or (b) the higher, as of
the date of this Note, of the "Weekly Ceiling" or the "Quarterly Ceiling" as
referred to in Sections 303.002, 303.003 and 303.006 of the Texas Finance Code.
If any part of this Note cannot be enforced, this fact will not affect the rest
of the Note. Borrower does not agree or intend to pay, and Lender does not agree
or intend to contract for, charge, collect, take, receive or renew (collectively
referred to herein as "charge or collect"), any amount in the nature of interest
or in the nature of a fee for this loan, which would in any way or event
(including demand, prepayment, or acceleration) cause Lender to charge or
collect more for this Ioan than the maximum Lender would he permitted to charge
or collect by federal law or the law of the State of Texas (as applicable). Any
such excess interest or unauthorized fee shall, instead of anything stated to
the contrary, be applied first to reduce the principal balance of this loan, and
when the principal has been paid in full, be refunded to Borrower, the right to
accelerate maturity of sums due under this Note does not include the right to
accelerate any interest which has not otherwise accrued on the date of such
acceleration, and Lender does not intend to charge or collect any unearned
interest in the event of acceleration. All sums paid or agreed to be paid to
Lender for the use, forbearance or detention of sums due hereunder shall, to the
extent permitted by applicable law, be amortized, prorated, allocated and spread
throughout the full term of the loan evidenced by this Note until payment in
full so that the rate or amount of interest on account of the loan evidenced
hereby does not exceed the applicable usury ceiling. Lender may delay or forgo
enforcing any of its rights or remedies under this Note without losing them.
Borrower and any other person who signs, guarantees or endorses this Note, to
the extent allowed by law, waive presentment, demand for payment, notice of
dishonor, notice of intent to accelerate the maturity at this Note, and notice
of acceleration of the maturity of this Note. Upon any change in the terms of
this Note, and unless otherwise expressly stated in writing, no party who signs
this Note, whether its maker, guarantor, accommodation maker or endorser, shall
be released from liability. All such parties agree that Lender may renew or
extend, repeatedly and for anv length of time) this loan or release any party or
guarantor or collateral; or impair, fail to realize upon or perfect Lender's
security interest in the collateral without the consent of or notice to anyone.
All such parties also agree that Lender may modify this loan without the consent
of or notice to anyone other than the party with whom the modification is made.
The obligations under this Note are joint and several.
PRIOR TO SIGNING THIS NOTE, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF
THIS NOTE. BORROWER AGREES TO THE TERMS OF THE NOTE.
BORROWER ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THIS PROMISSORY NOTE.
BORROWER:
AVAILENT MORTGAGE, INC.
By:Michael L, Banns, President of By:PatriIck McGeeney, Secretary of Availent
Availent Mortgage, Inc. Mortgage, Inc.