We believe it’s important for you to have as much information as possible to make your decision. You can review and compare with other options available to you, and then you decide if or when it makes sense to apply for a Paintbrush Loan.
Here’s the simplified summary of everything below.
$50,000: Your loan amount
$1,178-$1,195: Your monthly commercial loan payment for the next 5 years (exact amount to be finalized when you complete your loan agreement)
Monthly: How frequently your payments are due, starting immediately
1st: Date your loan payments are due each month, starting immediately
5 years: The life of the loan (60 months)
15% APR: What the interest rate rounds out to if you pay the loan back over the 5-year period according to the set schedule
$20,790-$21,652: Total amount of interest you'll pay over the life of the loan (exact amount depends on date you complete your loan agreement)
1: Number of missed payments before you are in default (or if we receive indications the loan was not obtained in good faith)
$250: The late fee you will be charged if your monthly payment is not received by the 5th of the month
$0: Origination fees, subscription fees, or any other hidden fees.
This Paintbrush Loan Agreement governs the unsecured closed-end business-purpose loan made by us to you (i.e., a limited liability company or corporation). Please read it carefully. THIS AGREEMENT INCLUDES AN ARBITRATION CLAUSE IN SECTION 31. ARBITRATION IS A METHOD OF RESOLVING DISPUTES. IT WILL AFFECT YOUR RIGHTS, IF THERE IS A DISPUTE. By signing this Agreement, you acknowledge receipt of a completed copy of this Agreement and your understanding of its terms, including the Arbitration Clause, and you also accept all the terms in this Agreement.
1. Financial Information; Processing Trial
We may review, and you authorize us to access, information about your financial and credit history and your financial strength by obtaining information from credit reporting agencies, financial institutions, and others, and by accessing your financial records, reports, accounting systems, bank accounts (including the Deposit Account, as defined below), and other resources we deem appropriate in connection with our due diligence of you and with any transaction under this Agreement, and on an ongoing basis after you sign this Agreement, for the purpose of reviewing your account, debiting the Deposit Account, taking collection action on your account, or for any other business purpose. You will provide us any related authorizations, access credentials, and other information which we may reasonably request for such purposes. Before we disburse the proceeds of your Loan to you, we may conduct a processing trial to confirm our access to the Deposit Account and our ability to debit or otherwise withdraw funds from it. Any amounts obtained by us during the processing trial will be counted towards our receipt of the Loan Amount. If the Deposit Account processing trial is not completed to our satisfaction, we may terminate this Agreement, and in such circumstances we will refund to you any amounts that we obtained from you during the processing trial.
2. Conditions Precedent to Loan; Disbursement of Proceeds
Our obligation to make the Loan under this Agreement is and will be subject to the execution of a Guaranty by one or more Guarantors, as required by and acceptable to us in our sole discretion. You authorize and direct us to disburse your Loan proceeds by initiating an ACH credit to a business deposit account you designate in the amount of the Loan Amount shown above. We will initiate such disbursement on the Acceptance Date, provided that we may in our sole discretion refuse to disburse the proceeds to any such designated account. We may refuse to disburse the proceeds if this Agreement is terminated prior to disbursement; any Guarantor fails to execute its Guaranty or seeks, claims, or otherwise attempts to limit, modify, or revoke its Guaranty; or we determine that you otherwise do not qualify for the Loan.
3. Interest Rates
Interest will accrue on the outstanding amount of the Loan Amount during the period commencing on the Acceptance Date and ending on the date the Balance has been paid in full at the annual interest rate of 15%. Interest will be calculated on a daily simple interest basis each day during the term of this Agreement. The daily interest rate will be equal to the annual interest rate in effect on that day, divided by 365 days in a calendar year.
4. Promise to Pay
In exchange for value received, you agree to pay us the Balance and all other amounts you owe us under this Agreement when due under this Agreement.
Your monthly payments are calculated to fully amortize the Loan Amount over the time period between the Acceptance Date and the Maturity Date, such that principal and any interest will be due and paid in equal monthly installments until the Maturity Date. Your first monthly payment is due on the first day of the first full calendar month after the Acceptance Date, and each subsequent monthly payment is due on the first day of each successive calendar month during the term. Any Balance or other amounts you owe us under this Agreement not sooner paid will be due and payable on the Maturity Date.
6. Payment Methods
You agree to make any payment you owe us under this Agreement. You may make such payments by authorizing us and Servicer to debit or otherwise withdraw payments from the Deposit Account or by any other method offered by us or Servicer. You may be required to separately execute other authorizations for us or Servicer to debit or process payments. If you authorize us and Servicer to automatically debit payments from the Deposit Account, we and Servicer may initiate one-time or reoccurring transactions at any time and in any amounts to which we are then-entitled under this Agreement. Depending upon the balance you maintain in the Deposit Account, a debit transaction might affect up to all funds held in the Deposit Account or accessible through any overdraft or similar features offered by your financial institution. If a debit transaction is rejected for any reason, we or Servicer may attempt to debit the Deposit Account again until the transaction is completed. We and Servicer are not responsible for any fees charged by your financial institution in connection with this Agreement, including fees related to debit transactions, overdrafts, other payments, or returned payments. We and Servicer are not responsible for payment delays that may occur as a result of weekends or holidays, the processing schedule of your financial institution, processing errors, or other events beyond our control. Any delay, failure, or inadequacy of payment from the Deposit Account does not impair or relieve your obligation to pay any amount you owe us under this Agreement. We may offer you the ability to make payments through voluntary payroll deductions to the extent permitted by law, or we may change the payment methods we accept, each at any time in our sole discretion. All payments related to this Agreement will be made in U.S. Dollars.
You may prepay all or any portion of your Loan before it is due. Any payment made in excess of your monthly payment, together with any late fees and other fees incurred, will be applied to your Balance and will not change your payment schedule until your Loan is paid in full. Upon full prepayment, you will not be required to pay additional finance charges other than the then-accrued interest and you will not be required to pay any other prepayment fees.
8. Late Fees; Returned Payment Fees
Your payments under this Agreement must be made when due in immediately available funds. If you do not pay any payment by the 5th day after its due date, we may immediately charge you a late fee of $250, to the extent permitted by applicable law. Any late fee you incur will immediately be due and payable. Any late fees you incur will be owed in addition to the Loan Amount and any other amounts due under this Agreement. There are no returned payment fees imposed by us in connection with your Loan. However, if a payment is returned, you may separately be charged and be responsible for returned payment fees by your financial institution.
9. Application of Payments
Payments are credited on the day they are received, if we receive your payment before 5:30 PM ET on that day. Payments received after 5:30 PM ET may be credited on the next day. Your payments will be applied (a) first to any fees or charges you incur under this Agreement, (b) then to the accrued interest, (c) then to the remaining Balance, subject to any limitations imposed by law.
10. Payments Marked “Paid in Full”
You will not send us any payments which are marked “payment in full” or use other language to indicate full satisfaction of this Agreement. Notwithstanding the forgoing sentence, we may accept any such payment without being bound by such marks or language or waiving any rights under this Agreement. Full satisfaction of this Agreement may be accepted by us only in a writing signed by our authorized representative.
11. Additional Representations, Warranties, and Covenants
Until all amounts you owe us under this Agreement have been paid to us in full, you and your authorized representative, as applicable, represent, warrant, and covenant to us as follows:
a. Business Purpose
Your Loan application, your entry into this Agreement, and the amounts we make available to you are and will be solely for lawful business purposes and not for any personal, family, or household purpose.
b. No Liens
You and your assets are not subject to any liabilities, liens, claims, charges, restrictions, conditions, options, rights, security interests, equities, pledges, and encumbrances of any kind or nature whatsoever or any other rights or interests that may be inconsistent with the transactions contemplated in or adverse to our interests under this Agreement, and no financing statements have been or may be filed with respect to you or your assets; except those which you disclosed to us in your Loan application and except those incurred in the ordinary course of business.
c. Business Financings; Capital Distributions
You have not and without our advance written consent will not enter into, increase, or renew any business capital, cash advance, factoring, royalty, revenue sharing, loan, or similar financing agreements, except to the extent delivered or paid in full before the Acceptance Date and except as disclosed to us in your Loan application. You will not pay any dividend or make any distribution with respect to any capital account, whether by reduction of capital or otherwise.
d. Legal Status
You are a limited liability company (LLC) or corporation which is, and at all times will be, duly organized, validly existing, and in good standing under the laws of your organizational jurisdiction, duly qualified to do business in each jurisdiction where you conduct your business, and as of the Acceptance Date have the full power and authority to carry on your business in the manner conducted.
e. Authority to Enter into Agreement
You have full power and authority to enter into, deliver, and perform all your obligations under this Agreement, and you have been duly authorized to do so by any necessary organizational action. There are no laws, organizational instruments, contracts, or any other circumstances that would conflict with or prevent you from entering into or performing your obligations under this Agreement. The individual executing this Agreement on your behalf is at least 18 years of age, is a legal resident of the United States, and has the authority and legal capacity necessary to bind you.
Following execution and delivery, this Agreement constitutes the valid and binding obligation of you, enforceable against you in accordance with its terms.
g. Accounting Systems
You will use QuickBooks or another accounting system acceptable to us in our sole discretion as your sole accounting system, input accurate and complete financial data into it, and grant and otherwise provide us access to such data in any manner requested.
h. Accurate Information
All information that you provide us is accurate and complete, and your authorized representative will certify the accuracy and completeness of such information upon reasonable request.
i. Licenses; Compliance with Laws; Taxes; Etc.
You have and are in compliance with all licenses, permits, approvals, consents, and other authorizations required by any governmental body to conduct your business. You are in compliance with all laws, regulations, ordinances, orders, and other requirements of any governmental body. You are not a target of any economic or trade sanctions issued or administered by any governmental body. All tax returns and tax reports, and all taxes due and payable or required to be filed by you have been or will be filed and paid, on a timely basis, including any extensions. All such returns and reports are and will be accurate and complete. You have no material liabilities and no material contingent liabilities, except those which you disclosed to us in your Loan application and except current liabilities incurred in the ordinary course of business.
j. Business Characteristics
You will not change your legal name, jurisdiction of organization, or taxpayer identification number without our advance written consent, which will not be unreasonably withheld.
k. Further Assistance
You will promptly notify us of any significant change or other development that has or may have a Material Adverse Effect or a significant change in your business. You agree to provide to us and Servicer, upon request, any information related to your business or the transactions contemplated by this Agreement.
l. Control of Business
Without our advance written consent, you will not sell, dispose, convey, merge, or otherwise transfer any of your business or your assets (other than transfers of assets in the ordinary course of business), and you will not allow any person or group of persons, including a franchisor (if you are a franchisee), to assume or take over the operation or Control of your business or business location, whether physical or virtual.
m. Legal Proceedings and Bankruptcy
There is no action, suit, claim, inquiry, investigation, or legal, administrative, or arbitration proceeding pending or currently threatened, whether at law, in equity, or before any governmental authority, against you. You have not declared bankruptcy within the past seven years preceding the Acceptance Date, have not consulted with a bankruptcy attorney within the past six months preceding the Acceptance Date, and are not currently contemplating or anticipating the filing of a bankruptcy or other insolvency proceeding, or closing or materially modifying your business. You are solvent and capable of fulfilling your obligations under this Agreement, and you have not been having any difficulty paying amounts due to others in full and when due.
n. Deposit Account
The Deposit Account is a business demand deposit account held by a U.S. financial institution. The Deposit Account is used solely for lawful business purposes. The Deposit Account is not a personal account and is not used for any personal, family, or household purpose. You own and are authorized to use and grant access to the Deposit Account to make each payment due under this Agreement. You will maintain the Deposit Account in good standing with your financial institution; maintain within the Deposit Account a balance sufficient to make each payment when due under this Agreement; not terminate or change the Deposit Account or any related authorizations or access credentials you provided to us. You authorize us and Servicer to access and review the Deposit Account, including to assess any outstanding amounts due under this Agreement.
To evaluate your compliance with this Agreement, we may from time to time request access to and audit your premises, business, operations, systems, transaction processing terminals, books, records, documents, data, and information. You will maintain accurate and complete books and records related to this Agreement, and you will provide us with any assistance we may reasonably request in connection with such requests and audits, including providing any access, documents, materials, information, and data requested and making available your employees, contractors, agents, and representatives to answer our questions during any audit. Each party will pay its own expenses related to such requests and audits.
We obtain information about you from you and from third-party providers, such as your financial institution, payment processor, financial and business applications, Servicer, and other persons
to support, conduct, develop, improve, market, and further our business operations and our rights;
to comply with law civil, criminal, or regulatory investigations; subpoenas; summons; bankruptcy notices; or to respond to judicial process or government authorities; and
for any other purpose not prohibited by law, including disclosure to a successor or assignee in the event of a merger, divestiture, restructuring, reorganization, dissolution, or other transfer of all or a portion of our business, any operating unit, or any assets.
We may use a Servicer to service your Loan. You and we agree that Servicer may service or initiate collection or enforcement of this Agreement on our behalf, to the extent Servicer deems such collection and enforcement necessary or advisable to protect our rights or to execute Servicer’s obligations to us to service this Agreement.
You will be in default of this Agreement if at any time:
there is any fraud or misrepresentation by you in connection with your Loan application or this Agreement;
you fail to meet any of your payment obligations in this Agreement within the later of
30 days after its due date, or
after we have provided you any notice and opportunity to cure if required by law;
any judgment, lien, attachment, or execution is issued against you or your assets, or any Deposit Account is seized or attached by legal process;
you become insolvent, are the subject of bankruptcy or receivership proceedings, or assign your assets for the benefit of creditors;
you breach any of your representations, warranties, or covenants in this Agreement or in any other agreement you have with us, subject to any cure period expressly provided;
you experience a Material Adverse Effect in our reasonable judgment; or
any of the preceding events in clauses (a) through (f) occurs with respect to any Guarantor with respect to any Guaranty, any Guarantor dies or becomes incompetent, or any Guarantor revokes or disputes the validity of, or its liability under, any Guaranty.
16. Rights Upon Default
If you are in default of this Agreement, we may add all accrued and unpaid interest and other amounts you owe us to your Balance, accelerate payment of your Balance, and demand immediate payment of your Balance and any other outstanding obligations under this Agreement, which you must pay within five days of our demand. Further, upon your default, we may also
terminate this Agreement;
debit from the Deposit Account any outstanding obligations under this Agreement;
refer your account to a collection agency or an attorney for collection;
set off any amounts you are entitled to against any amounts you owe us under this Agreement or any other agreement you have with us to the extent permitted by law; and
enforce the Guaranty.
In addition to the rights and remedies we have under this Agreement, we will also have all other rights and remedies provided under law or equity, all which rights and remedies will be cumulative. Except as provided in Section 30, you agree to pay any collection fees and costs, legal expenses (including reasonable attorney’s fees and costs), court fees and costs (including fees and costs incurred in connection with any bankruptcy proceedings), and any other fees and costs we incur to collect your account, as permitted by law.
Any delay or failure by us to enforce any provision of this Agreement will not be construed as a waiver of such provision.
18. Limitation of Liability; Indemnification
You agree that neither we nor Servicer will be liable to you, any employees, officers, directors, owners, agents, assigns, affiliates, or representatives for any consequential, special, incidental, indirect, exemplary, or punitive damages of any kind under any contract, negligence, strict liability, or other theory. In all cases, our aggregate liability will be limited to the amount of fees you have paid us under this Agreement. You agree to indemnify and hold harmless us and Servicer (and our and Servicer’s respective employees, officers, directors, owners, agents, assigns, affiliates, and representatives) from and against any claims, causes of action, liabilities, losses, damages, settlements, penalties, fines, forfeitures, fees, costs, and expenses (including reasonable attorney’s fees and costs), arising out of or relating to a breach by you of any of your representations, warranties, or covenants in this Agreement.
You may not assign or transfer this Agreement or any portion of it to any person, and any transfer or attempted transfer is and will be null and void. We may assign this Agreement or any portion of it to any person, without your consent or notice to you. An assignee shall be entitled to enforce and exercise our rights to the same extent as us.
20. Relationship of the Parties
Nothing in this Agreement will be construed as constituting a partnership or joint venture, or as establishing a principal and agent relationship, between you and us. To the extent that you or we act to undertake or perform for itself or on behalf of the other party any suggestion, duty, or obligation under this Agreement, the acting party will be deemed to be acting as an independent contractor and not as a partner, joint venturer, or agent of the other party.
21. Governing Law; Venue
This Agreement, the interpretation and enforcement of its terms, and any claim or cause of action (in law or equity), controversy, or dispute arising out of or related to it or its negotiation, execution, or performance, whether based on contract, tort, statute, or other law, will be governed by the law, including the statutes of limitation, of the State of Utah in each case without giving effect to any conflicts-of-law or other principle requiring the application of the law of any other jurisdiction. Each Party irrevocably submits to the exclusive jurisdiction of any state or federal court in Salt Lake City, Utah. Each Party irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of venue of any such proceedings brought in such a court and any claim that any such proceedings brought in such a court have been brought in an inconvenient forum. This Agreement has been approved, made, and funded, and all necessary documents have been accepted by us in the State of Utah.
If any provision of this Agreement is determined to be invalid or unenforceable, the other provisions of this Agreement will remain in full force and effect, and to the extent permitted and possible, the invalid or unenforceable provisions will be deemed replaced by provisions that are valid and enforceable and that come closest to expressing the intention of the invalid or unenforceable provisions. Notwithstanding any other provision of this Agreement, the aggregate amounts charged with respect to any transaction under this Agreement, including all related fees or charges deemed to be interest under law, if any, will not exceed the maximum amount permitted by law. If we are deemed to receive as interest an amount which would exceed the maximum amount permitted by law, the receipt of such excess amount will be deemed a mistake and such excess amount (a) will be canceled automatically or (b) if paid, will be (i) credited against the amounts you owe under this Agreement to the extent permitted by law, or (ii) rebated to you to the extent such excess amount cannot under law be credited against the amounts you owe under this Agreement.
23. Consent to Electronic Communication
By signing this Agreement, including if by signing electronically, you irrevocably consent and agree that
we and Servicer may provide all information and disclosures required by law to you electronically; and
your electronic signature on this Agreement and related documents has the same effect as if you signed them in ink.
This consent applies to acceptance of this Agreement, to all future communications with you, and to other communications, notices, and disclosures that we or Servicer provide to you electronically. All communications provided electronically will be deemed to be “in writing.” We and Servicer reserve the right to cancel electronic disclosure services and to change such services or send disclosures in paper form at any time. We are responsible for sending notice of the disclosures to you electronically, but neither we nor Servicer is responsible for any delay or failure in your receipt or review.
24. Notices and Communications About This Agreement
All notices to us concerning this Agreement must be sent to us at: 2750 E Cottonwood Pkwy Suite 160, Cottonwood Heights, UT 84121 or via email to [email protected]. Notice by you to us is deemed to be given when received by us. We or Servicer may provide notices to you concerning this Agreement or otherwise contact you from time to time regarding this Agreement in any manner specified in this Section 24, and you expressly authorize and consent to such contact specified in this Section 24. Notice is deemed to be given to you when mailed to your address or email address as it appears in our records or otherwise sent to you. Unless prohibited by law, we or Servicer may provide notices to you and contact you in any manner we or Servicer choose, including:
by mail, telephone, email, fax, recorded message, text message, or personal visit;
on your mobile telephone;
at any time, including weekends and holidays, unless you have notified us that certain times or days of the week are inconvenient;
with any frequency;
by leaving prerecorded or other messages on your answering machine/service; and
by identifying ourselves or Servicer, or our or Servicer’s purpose for contacting you, in a voice or written message, even if others might hear or read it.
Our or Servicer’s notices and contacts with you about this Agreement are not unsolicited and might result from information we or Servicer obtain from you or others. We or Servicer may monitor or record any conversation or other communication with you or your representatives, and you expressly consent to such monitoring and recording. You authorize us and Servicer to notify and contact you at any mobile telephone number you provide us by using an Autodialer and also to leave prerecorded and other messages. We or Servicer may do these things whether we or Servicer contact you, or you contact us or Servicer. Your internet, mobile, or other telecommunications service carrier may charge you fees for such communications. YOU ACKNOWLEDGE AND AGREE THAT YOU ARE RESPONSIBLE FOR ANY COSTS YOU INCUR IN USING ANY MEANS OF COMMUNICATION DESCRIBED IN THIS SECTION 24, INCLUDING RECEIVING TELEPHONE CALLS, TELEPHONE MESSAGES, TEXT MESSAGES, EMAILS, AND OTHER COMMUNICATIONS.
You agree that the Confidential Information is our proprietary and confidential information. Unless disclosure is required by law or court order, you will not disclose Confidential Information to any person other than your attorney, accountant, financial advisor, or employees who need to know such information for the purpose of advising you, provided that any such person uses such information solely for the purpose of advising you and first agrees in writing to be bound by the terms of this Section 25 or has a legal duty to maintain the same degree of confidentiality. If disclosure is required by law or court order, you will notify us immediately.
26. Complete Agreement; Modification
This Agreement constitutes the entire Agreement between the parties related to this subject matter and supersedes any prior agreements or understandings between the parties. No modification of, or supplement to, this Agreement shall bind us unless the same is in writing and is signed by our authorized officer.
27. Waiver of Jury Trial
YOU WAIVE ANY RIGHT TO A JURY TRIAL WITH RESPECT TO ANY MATTER ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY GUARANTY.
The obligations in Sections 4, 10, 13-14, 16-22, 24-27, and 30 will survive any termination of this Agreement.
29. Important Information About Procedures for Opening a New Account
To help the government fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify, and record information that identifies each person who opens an account. What this means for you: When you open an account, we will ask for your name, address, date of birth, and other information that will allow us to identify you. We may also ask to see your driver's license or other identifying documents.
This Arbitration Clause significantly affects your rights in any Dispute with us. Please read this Arbitration Clause carefully before you sign this Agreement. This Arbitration Clause is governed by the Federal Arbitration Act, 9 U.S.C. § 1 et seq.
EITHER YOU OR WE MAY CHOOSE TO HAVE ANY DISPUTE BETWEEN US DECIDED BY ARBITRATION AND NOT IN COURT. IF A DISPUTE IS ARBITRATED, YOU WILL GIVE UP YOUR RIGHT TO PARTICIPATE AS A CLASS REPRESENTATIVE OR CLASS MEMBER ON ANY CLASS CLAIM YOU MAY HAVE AGAINST US. ANY DISPUTE IS TO BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT AS A CLASS ACTION. YOU EXPRESSLY WAIVE ANY RIGHT YOU MAY HAVE TO ARBITRATE A CLASS ACTION. THIS IS CALLED THE “CLASS ACTION WAIVER.”
Any arbitration pursuant to this Arbitration Clause will be conducted by and under applicable then-current AAA rules (available at www.adr.org), before arbitrators who are attorneys or retired judges. Unless we and you agree otherwise, any physical arbitration hearing that you attend will be held in Salt Lake City, Utah. If you and we are unable to agree on a location for any physical arbitration hearing, the location of the arbitration will be determined by the AAA.
If the value of an arbitrated Dispute is $10,000 or less, you or we may choose for the arbitration to be conducted (1) solely on the basis of documentary evidence and written submissions or (2) exclusively by telephone or videoconference. Regardless of the manner in which the arbitration is conducted, the arbitrator(s) will issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based. All aspects of the arbitration, and any ruling, decision, or award by the arbitrator(s), will be strictly confidential for you and us. Each party will be responsible for its own attorney, expert, and other fees, unless otherwise awarded by the arbitrator under law.
You and we each retain the right to sue on an individual basis in small claims court for a Dispute; to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights; and to pursue a Dispute in court solely for public injunctive relief under law to the extent required for the enforceability of this Arbitration Clause. Neither you nor we waive the right to arbitrate by filing suit or seeking non-judicial recovery of any property securing this Agreement.
The arbitrator’s award is final and binding on all parties, subject to any available right of appeal, and may be entered in any court of competent jurisdiction. If any part of this Arbitration Clause, other than the Class Action Waiver, is deemed or found to be unenforceable for any reason, the remainder is enforceable.
The following terms in this Agreement have the following meanings:
“AAA” means the American Arbitration Association.
“Acceptance Date” means the date you sign this Agreement.
“Agreement” means this Paintbrush Loan Agreement.
“Arbitration Clause” means Section 30 of this Agreement.
“Autodialer” means an automated dialing or similar device that may or may not leave a prerecorded message.
“Balance” means the Loan Amount, interest, and all other amounts you owe us under this Agreement.
“Class Action Waiver” has the meaning set forth in the Arbitration Clause.
“Confidential Information” means the provisions of this Agreement and any other related documentation and information that we provide to you.
“Control” means (i) the ownership or beneficial ownership, directly or indirectly, of 50% or more of the economic interests in your business or of any class of stock or voting equity interests; (ii) the right to elect executive officers or a majority of your board of directors; or (iii) the right or power to manage your day to day operations and management decisions.
“Day” or “day” means a calendar day, regardless of whether it is a business day.
“Deposit Account” means your deposit account acceptable to us.
“Dispute” means any disagreement in contract, tort, statutory, or other claim or dispute between you and us arising out of or relating to your Loan application, this Agreement, or any resulting transaction or relationship. “Dispute” includes any claim or dispute over the interpretation and scope of the Arbitration Clause.
“Guarantor” means any person that executes a separate Guaranty of your obligations under this Agreement.
“Guaranty” means the guaranty of your obligations under this Agreement executed by the Guarantor in favor of us.
“Loan” means the unsecured closed-end business-purpose loan made by us to you under the terms and conditions of this Agreement.
“Loan Amount” means the amount of credit provided to you under this Agreement.
“Material Adverse Effect” means (i) a material adverse change in the business, operations, or condition (financial or otherwise) of you or your subsidiaries, individually or in the aggregate, or (ii) a material adverse change in the prospect of repayment of any portion of the Loan when due or in your ability otherwise to perform your obligations under this Agreement when due.
“Maturity Date” means the date that is 60 months after the Acceptance Date.
“Servicer” refers to us or to any authorized third-party service provider that we may designate to service your Loan.
“We,” “us,” and “our” means Continental Bank, a Utah, FDIC-insured state-chartered bank.
“You” and “your” means the limited liability company (LLC) or corporation, other than us, signing this Agreement.
By signing this Agreement, you acknowledge receipt of a completed copy of this Agreement and your understanding of its terms, including the Arbitration Clause, and you also accept all the terms in this Agreement.