What is the role of the 'Holder' in the Best Brains Promissory Note?
Best_Brains Franchise · 2025 FDDAnswer from 2025 FDD Document
For and in consideration of good and valuable consideration, the undersigned promises to pay to the order of Best Brains, Inc. ["Holder"] at 135 E. Algonquin Road, Suite B, Arlington Heights, Illinois 60005, or at Holder's option, at such other place as may be designated from time to time by Holder, the amount stated above, together with interest at the rate of 0% per annum on the unpaid balance computed from the date provided above, payable as follows:
[insert repayment terms]
Interest under this Note will be calculated on the basis of a 360-day year consisting of twelve 30-day months.
The undersigned represents and warrants to Holder that the loan evidenced by this Note is being made for business, commercial or investment purposes. The undersigned may prepay this Note, in whole or in part, without penalty, at any time.
The undersigned agrees to pay all attorney fees and other costs and expenses that Holder may incur in connection with the collection or enforcement of this Note or the preservation or disposition of any collateral for the payment of this Note.
Each person liable on this Note in any capacity, whether as maker, endorser, surety, guarantor or otherwise, and any holder (collectively hereafter "Obligor"), waives the benefit of the homestead exemption and of all other exemptions available to him and also waives presentment, demand, protest, notice of dishonor and all other notices of every kind and nature to which he would otherwise be entitled under the applicable law. Each Obligor agrees that Holder may take any one or more of the following actions, on one or more occasions, whether before or after the maturity of this Note, without any notice to such Obligor, without any further consent to such actions, and without releasing or discharging such Obligor from liability on the Note: (a) any extension or extensions of the time of payment of any principal, interest or other amount due and payable under this Note; (b) any renewal of this Note, in whole or in part; (c) any full or partial release or discharge from liability under this Note of any other Obligor; (d) any waiver of any default under this Note or other agreement between the Lender and any Obligor relating to the indebtedness evidenced by this Note; or (e) any agreement with the Maker changing the rate of interest or any other term or condition of this Note.
TIME IS OF THE ESSENCE with regard to the payment of any amounts due under this Note and the performance of the covenants, terms and conditions of this Note.
Source: Item 23 — RECEIPTS (FDD pages 42–190)
What This Means (2025 FDD)
According to Best Brains' 2025 Franchise Disclosure Document, the 'Holder' in the context of the Promissory Note refers to Best Brains, Inc. The Holder is the entity to whom the undersigned (likely the franchisee) promises to pay the specified amount. The payment is to be made to Best Brains, Inc. at their address in Arlington Heights, Illinois, or at any other location the Holder may designate.
The Holder has several rights and powers related to the Promissory Note. The Holder can designate the payment location, collect attorney fees and other expenses incurred in collecting or enforcing the note, and take various actions without notice to the Obligor (the person liable on the note). These actions include extending payment timelines, renewing the note, releasing other Obligors, waiving defaults, or changing the interest rate or other terms of the note.
Furthermore, the document emphasizes that 'TIME IS OF THE ESSENCE' regarding payments and adherence to the terms of the note. This clause typically means that any delay in payment or failure to meet the conditions of the note constitutes a material breach of the agreement, potentially leading to legal repercussions. The Obligor also waives certain rights, such as homestead exemptions and notices of dishonor, granting the Holder additional protection and recourse in case of default.