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FILED: SCHENECTADY COUNTY CLERK 01/22/2024 02:03 PM INDEX NO. 2024-168
NYSCEF DOC. NO. 2 RECEIVED NYSCEF: 01/22/2024
EXHIBIT A
FILED: SCHENECTADY COUNTY CLERK 01/22/2024 02:03 PM INDEX NO. 2024-168
NYSCEF DOC. NO. 2 RECEIVED NYSCEF: 01/22/2024
DocuSign Envelope ID: 7CCBEDBS-C26A-4B48-988C-B4A9FEC7FECI
Promissory Note ("Note")
Loan ID: 7947
Upstart Borrower ID: 693
Lender:
Cross River Bank
885 Teaneck Road
Teaneck, NJ 07666
·
1. Promise to Pa v lue received from Cross River Bank, a New Jersey state- ered bank
"CRB,"
located in Teaneck, Jerse or "y-pu"), I promise to pay to the order of CR t r £ y subsequent
holder or assignee f is Note, e al ga $ , gethe res on commencing
on the date that fu s are issued t e at rr of 2 . / per an s it t rest. I acknowledge
'
that I have read an a ree to be o d by h ag eem n to te all cl in ion 7 below unless I
' '
have rejected the pro ov i ectio 1 . y co leting and g Ipy oan application, I
am requesting a loan on t e terms described in t is ote. I u erstand and agree that when you receive my
application and this signed Note you are not r¿r Ig to I me money and you have the right not to make a
loan to me. I understand that I am not bound by the terms and conditions set forth in this Note until you have
funded a Loan. If you decide to make a Loan to me, I agree to be bound by the terms of this Note.
2. Payments. Note is payable in 60
This installments of $114.47 each,
monthly
'
consisting of principal terest, comme 'ng on oct , 2021 , and tinuing on the
same day of each st ssive nth thereaft until the final p ment date of sep 1 , 2026 , which
' ' -
is the maturity dat this No e. b me-nt d 11 29 h, 01 31st of the month,
but a month does o have a 2 t , 3 t , or 31et d y the he ont y pa en ill b duo on the last day of
'
the month in whic t e paym w lue u kss o e no 'tied wri i g. e i al t a ment will consist
ine'
of the then-remainin , un a ac uod i t res d -r c t e u u sAte. All payments
will be appliedfirst to any unpaid fees incurred a resu f failed automated payments or returned bank
drafts or checks, as provided in Section 4 below; ny late charges then due; then to any interest then
due; and then to principal. Although the principal amount of my loan includes the origination fee, no unpaid
interest or other charges will be added to principal.
3. Interest. Periodic interest will be charged on unpaid principal until the full amount of principal has
been paid. Interest under this Note on a daily basis on the unpaid principal
will accrue balance (including my
origination fee) set forth above.Because of the accrual of interest on any late payments and the effect of
rounding, my final payment may be more (or less) than my regular payment. I acknowledge that if I make my
payments after the scheduled due date, this Note will not amortize as originally scheduled, which may result in
a substantially higher final payment amount. The interest rate I will pay will be the rate I will pay both before
and after any default unless and until my loan is charged off.
The original document Is owned by Velocity Investments, LLC and this copy was created on Oct 24, 2022 02:18:54 PM.
FILED: SCHENECTADY COUNTY CLERK 01/22/2024 02:03 PM INDEX NO. 2024-168
NYSCEF DOC. NO. 2 Copy of the Electronic Originat® document managedRECEIVED
by the eCore® NYSCEF: 01/22/2024
On Demand (EOD") Service.
DocuSign Envelope ID: 70CBEDB5-C26A-4B48-988C-B4A9FEC7FECD
4. Fees. I agree to pay the following fees to the extent permitted by applicable law:
Fee Frequency Description
Origination Fee 7. 3 56% One time This is a one-time fee
of the Loan Amount and, except as provided
in Section 10, is non-
refundable. You will
deduct fmm the loan
proceeds before they are
delivered to me.
Late Payment Fee The greater of 5% of Per occurrence If I do not pay you the
past due amount or full amount of any
$15. mont ment within
10 c d n days of its
due A te you may
har 3 me a late fee.
ny psyment received
afts 340 PM Pacific
time on a business day is
deemed received on the
next business day.
ACH Return or Check $15 Per occurrence If Automated Clearing
Refund Fee House "ACH") transfers
O O or c :1 s are rejected or
eturn x for any reason,
Jo fail d le to insufficient
nds it my bank
C u it then you may
arge Ifils fee. Each
attempt to collect a
payment is considered a
separate
transaction, so
an ACH return or check
refund fee will be
assessed for each failed
attempt.
I authorize you to collect these fees using ACH transfers initiated by you from my designated bank account if I
have chosen this method of payment (see Section 6). Any fees you assess are immediately due. I
acknowledge and agree that the origination fee is part of my loan principal.
Members of the Armed Forces: Federal law provides important protection to members of the Armed Forces
and their dependents relating to the extension of consumer credit. In general, the cost of consumer credit to a
member of the Armed Forces and his or her dependent may not exceed an annual percentage rate of 36
percent. This rate must include, as applicable to the credit transaction or account: The costs associated with
The original document Is owned by Velocity Investments, LLC and this copy was created on Oct 24, 2022 02:18:54 PM.
FILED: SCHENECTADY COUNTY CLERK 01/22/2024 02:03 PM INDEX NO. 2024-168
NYSCEF DOC. NO. 27CCBEDB5-C26A-4B48-988C-B4A9FEC7FEC0 y of the Electronlc Original® document managedRECEIVED
by the eCore® NYSCEF:
On Demand (EOD") Service.
01/22/2024
DocuSign Envelope ID:
credit insurance premiums; fees for ancillary products sold in connection with the credit transaction; any
application fee charged (other than certain application fees for specified credit transactions or accounts); and
any participation fee charged (other than certain participation fees for a credit card account).
5. Proceeds. I agree that the proceeds
of my loan will be paid via an electronic fund transfer into the
deposit account I have identified
in my loan application, or in such other manner as you determine. I
acknowledgement that the timeliness of crediting proceeds to this account is dependent on the accuracy of the
information I provide, when I complete all origination activities, and prompt crediting by the financial
institution that holds my account. You are not responsible for the actions of the financial institution that holds
my account.
6. Method of Payment.
I agree to pay the principal, periodic interest and any fees on this Note when
due. You have given me the choice
of making my monthly payments by (i) an ACH or other electronic fund
transfer from my bank account that I have authorized to automatically recur, (ii) by an ACH transfer initiated
by me each month, or (ii) personal check by regular mail to Upstart Loan Operations, P.O. Box 1503, San
Carlos, CA 94070 or any subsequent creditor that I am notified of. If I have completed an ACH bank transfer
authorization, then you will
automatically transfer my first payment in the amount specified in the
authorization from
my b ac unt, unless I cancel or modify this payment at least 3 bus days before its
scheduled date by co ting , as described in Section 14, or your bank. If my ACH n ·ansfers are
rejected or returne f any reas n, stapd 9n e-t t ay try 't a unt two more
times. I also agree y u may apply e A re u c e nd descri in tior i, subject to
applicable law, eac e an ACH tr nsfe i returne rej . I ackno edge t n iy financial institution
'
may also charge a fe dd t ur e a.1d o e not e ponsible fo h f3 e All written
communications concermng disputed amounts i c uding any heck or other payment instrument that (i) is
full"
postdated and accompanied by adequate noti ) indic that the payment constitutes "payment in of
the amount owed, (iii) is tendered with other conditions or limitations or (iv) is otherwise tendered as full
s atisfaction of a disputed amount, must be marked for special handling and mailed or delivered to us at Upstart
Loan Operations, P.O. Box 1503, San Carlos, CA 94070.
7. Waiver of D Except aOtherwise provi@I in this Note or as requir61 by applicable law,
you are not respon e or lia1 to me for the quality, safety, le ;ality or any other aspect of any property or
services purchase ith the pr c et s ffc an. a 54p 3 ay fror1 whom I have
purchased such pr p rty or se i s, agrec to se th ispt tc dir e ly i h t n. lvotwithstanding the
borrov'er"
foregoing, this sect o shall epp if I at 1 1"c u der the Le R ing Act, 10 U.S.C
§ 987 and this sectio aive a--ighto ega tr tha =I hav at r other applicable
law.
8. Certification. Unless I have certified to you otherwise, I agree that the proceeds of my loan will not
be applied (i) in whole or in part to postsecondary educational expenses (i.e.,tuition, fees, required equipment
or supplies, room and board, or other miscellaneous personal expenses incurred while I am studying) at a
expenses"
college/university/vocational school, as the term "postsecondary educational is defined in
Regulation Z, 12 C.F.R. § 1026.46 (b)(3), or (ii) for any home purchase or refinance.
9. Default and Remedies.
Subject to the limitations of applicable state law and any right to notice and
to cure under state law, I will be deemed in default (each, an "Event of Default")
applicable of my obligations
under this Note if I: (i) fail to pay timely any amount due under this Note; (ii) file or have instituted against me
any bankruptcy or insolvency proceedings or make any assignment for the benefit of creditors; (iii) die; (iv)
commit fraud or make any material misrepresentation in this Note or in my loan application; or (v) fail to abide
by the terms of this Note. Upon the occurrence of an Event of Default, you may exercise all remedies
available to you under applicable law, including demand that I immediately pay all amounts due under this
Note. You reserve the right to report loan payment delinquencies of 30 days or longer to one or more
The original document is owned by Velocity Investments, LLC and this copy was created on Oct 24, 2022 02:18:54 PM.
FILED: SCHENECTADY COUNTY CLERK 01/22/2024 02:03 PM INDEX NO. 2024-168
NYSCEF DOC. NO. 27CCBEDB5-C26A-4B48-9880-B4A9FEC7FECo y of the Electronic Original® document managed RECEIVED
by the eCore® NYSCEF:
On Demand (EOD") Service,
01/22/2024
DocuSign Envelope ID:
consumer reporting agencies in accordance with applicable law. I acknowledge these may be reflected in my
attorneys'
credit report. I agree to pay all costs of collecting any delinquent payments, including reasonable
fees, to the greatest extent not prohibited by applicable law.
10. Prepayments; Partial Payments; Forbearance. I may prepay this Note in full or in part at any time
without penalty. Any partial prepayment is to be applied against outstanding principal and does not postpone
the due date of any subsequent monthly installments, unless you otherwise agree in writing. If I prepay this
Note in part, I agree to continue to make regularly scheduled payments until all amounts due under this Note
are paid. A partial pre-payment will not result in the refund of any origination fee amount.
Further, I may request forbearance
I understand in accordance with your reasonable procedures and
requirements, and the decision to grant my request for forbearance shall be solely at your discretion. During
any period of forbearance, my regularly scheduled payments of principal and interest on my loan may be
deferred to the extent permitted by applicable law. Except as described above, I understand that I will remain
responsible for all interest
accruing during any period of forbearance. I understand that any periods of
forbearance may increase my monthly payments during my loan term or, in limited cases, may extend my
repayment period unless prohibited by applicable law.
11. Waivers. en i , a time when I am in default, you do not require me to i ediately in full,
'
you will still have t e ight to d so in le ut t Neither fail xercise any of
your rights, nor yo r elay in enfo c·ng o e c in a y o ights, w wai e o 'ghts. Furthermore,
if you waive any ri ht under this o e on oc asio tha er will n t pera e s aiver as to any other
' " ower" ·
occasion. Subject to 'cab a ni I a a ered o un he ilitc Lending Act, 10
U.S.C § 987, I waive presentment, notice of d s onor, prot d all other demands and notices in connection
with the delivery, acceptance, performance oe reeme this Note.
12. Assignment. I am not allowed to assign any of my obligations under this Note without your written
permission. I understand that you do not have to give me permission. I agree that you may assign or transfer
this Note or any of your rights to another person or entity. You may take these actions without notice or
from me. - transfer of m£Note does not a@ct my rights and duties us11:r this Note.
consent
13. Registra o . You at d ta et ,•c., ') t a non-fiduciary agent.
Upstart will keep t s offices a el ronic re gis e of · tr rfer a1sig e of tl is Note (the
"Register"). The n es and f any perso 1 ed to p tyrr m ts o 1 11 x recorded in the
' -
ici - tearane
Register. Any assign or rrnsf r 4 etegistered in the
Register and only if Upstart receives a signed as 1 meu r similar agreement in a reasonably acceptable. You
and I agree that beneficial ownership of all paymen nder my Note as reflected in the Register will be
conclusive. Upstart will give me notice of a change in ownership of my Note reflected in the Register if
required by law. Upstart will also give me notice if I pay by check and the transfer changes the address to
which I must make payments. The name of the owner in the Register shall be available to me upon written
request to Upstart. This Section is intended
being to result in this Note maintained at all times in "registered
form"
as defined
by U.S. Treasury Regulations Section 1.871-14(c) and Sections 163(f), 871(h) and 881(c) of
the Internal Revenue Code of 1986, as amended, and will be interpreted and applied in a way that is consistent
with these laws.
14. ElectronicCommunications; Notices; Contacting You. When I applied for a loan from you, I
expressly agreed
to receive electronically all communications, agreements, documents, notices and disclosures
(collectively, "Communications") that you provide in connection with this Note and Upstart's servicing of my
payment obligations under this Note. All Communications given to me by email to my registered email
address or posted on www,upstart.com is deemed to have been duly given and effective upon transmission or
when they were posted. I agree that you (including any other owner or servicer of my loan) may contact me
The original document Is owned by Velocity Investments, LLC and thIs copy was created on Oct 24, 2022 02:18:54 PM.
FILED: SCHENECTADY COUNTY CLERK 01/22/2024 02:03 PM INDEX NO. 2024-168
NYSCEF DOC. NO. 2 7CCBEDBS-C26A-4B48-9880-B4A9FEC7FECo y of the Electronic Original@ document managedRECEIVED
by the eCore®NYSCEF:
On Demand (EOD") Service.
01/22/2024
DocuSign Envelope ID:
for any lawful reason, including for the collection of amounts owed to you. No such contact will be deemed
unsolicited. You may contact me at such addresses or numbers (including cell phone numbers and landlines)
as 1 may provide to you from time to time and you may use any means of communication, including regular
mail, electronic mail, telephone, text message or other technology, to reach me. I agree that you may use
automatic dialing and announcing devices which may play recorded messages. I represent that I have the
authority to pmvide this consent because I am either the subscriber of the telephone number(s) or the
customary user of each of the telephone numbers that I have provided to you who has the authority to provide
consent. I also provide this consent to any agent, service provider, vendor, or collection agency acting on your
behalf. I may contact you at any time to ask that you not contact me using any one or more methods or
technologies. I acknowledge that communications from you may contain sensitive, confidential, and
collections-related communications. If my information changes, such as my email address, my mailing
address or my telephone number, I agree to notify you promptly of the change.
I can contact you by logging into www.upstart.com. I may contact you by emailing support@upstart.com, by
calling(650)-204-1000 during your operating hours 9:00 AM Pacific time to 5:00 PM Pacific time, each
Monday through Friday that are business days, or by writing via regular mail care of Upstart Loan Operations,
P.O. Box 1503, San Carlos, CA 94070.
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15. Credit Inq s, Lo Information; Inaccurate Information. I authorize y to tain a credit
' th'
report on me for an 1 gal pur se ect te, luding a ate x ion of credit,
'
review, or collecti f this loan. æq le t, / 1 el e w ther an redi r r as requested, and if
so, the name and a r ss of the r d t bur a f 1r ishi the . If I be i ve th t ou h ve information
about me that is inac e o at h repo ted may ort inaccur n ati,m about me to a credit
bureau, I will notify you o t e speci ac mform it on that I bel ve is inaccurate y writing to you care of
Upstart Loan Operations, P.O. Box 1503, Sana los, C 70. In doing so, I will identify the inaccurate
information and tell you why I believe it is incorrect. If I have a copy of the credit report that includes the
inaccurate information, I will send a copy of that report to you as well.
16. Governing Law; Misc. I understand and agree that CRB is an FDIC-insured institution located in
New Jersey. Conseq , provisions o0his Note will b overned by federal law arCto the extent not
preempted by fede aw) th ws of the State of New Jersey, without regard to conflict 31 law rules, except
as noted above. H ver, if I e o Co a 1 si 1 te e p. o visions of this Note
will be governed ederal la n ( o the s ten of p mp e-1 by det al la dinf vith respect to the
terms of this Note 1 ting to re t the la ; of ate of ilon o w i to a nflict of law rules,
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except as noted abov . ut li re t is & 41test, as that term is
u·
defined under applicable federal
law, including ot ited to origination fees, periodic interest, late fees
and returned check fees, shall be governed by 12 . . . § 1831d and the laws of the State of New Jersey.
Section 17 (Arbitration Agreement) is governed by the Federal Arbitration Act, and not by any state law
concerning arbitration. If any provision of this Note cannot be enforced, the rest of the provisions of this Note
will stay in effect. No amendment of this Note will be valid unless in writing and signed by both you and me.
This Note represents the entire agreement between you and me regarding my loan.
17. Complaints; Disputes; Arbitration.
NOTICE: IF I AM ARE A COVERED BORROWER UNDER THE MILITARY LENDING ACT, 10
U.S.C. § 987, THE FOLLOWING ARBITRATION PROVISION DOES NOT APPLY TO ME.
A. Governing Law. I acknowledge agree that the Note involves interstate commerce and that this
arbitration clause will be construed, applied and governed by the Federal Arbitration Act, 9 U.S.C. § 1 et seq.,
("FAA"), as amended. The Arbitrator (definedbelow) shall apply applicable law and applicable statutes of
limitation consistent with the FAA and shall honor claims of privilege recognized at law.
The original document is owned by Velocity investments, LLC and this copy was created on Oct 24, 2022 02:18:54 PM.
FILED: SCHENECTADY COUNTY CLERK 01/22/2024 02:03 PM INDEX NO. 2024-168
NYSCEF DOC. NO. 2 Copy of the Electronic Original® document managedRECEIVED
by the ecore® NYSCEF:
On Demand (EOD")
01/22/2024
service.
DocuSign Envelope ID: 7CCBEDBS-C26A-4B48-9880-B4A9FEC7FECD
"Dispute"
B. Dispute: means any action, dispute, claim, or controversy of any kind arising out
of, in connection withor in any way related, even indirectly, to the Note or the extension of credit set forth in
"Dispute"
the Note. For example, includes claims related to: any relationship resulting from, or activities
connected to this Note; my application; information I have provided to you; information and disclosures you
have provided to me; any prior agreements between you and me; extensions; renewals; refinancings; payment
"Dispute"
plans; underwriting; servicing; collections;
privacy; and customer information. The term also
includes: claims under federal or state consumer protection laws; claims in tort or contract; claims under
statutes or common law; claims at law or in equity; other past, present or future claims, counterclaims, cross-
claims, third party claims, interpleaders or otherwise; and any claim relating to the interpretation, applicability,
enforceability or formation of this arbitration clause, including, any claim that all or any part of this arbitration
clause, except paragraph G below, is void, voidable or unconscionable.
stated in this arbitration "Dispute"
C. Mandatory Arbitration: Unless otherwise clause, any
between the Parties shall, at your or my election or the election of any of our respective heirs, successors,
assignees or related third parties, including Upstart, any other subsequent holder of my Note, and their
affiliates, subsidiaries, and patents, (the "Parties"), by a neutral, binding
be resolved
arbitration, and not by a
court of law. This procedum includes any Dispute the interpretation, over
scope, or validity of this Note, this
Parties'
arbitration clause or the arbitrability of any issue, with the sole exception of the waiver of any right to
·
bring a class action or pa ate in a class action as provided for under paragraph G hall be solely
determined by the p opriate urt, if necessar . This arbitration clause applies to the es, including their
'
respective employ s or agents, as t s 'c a out or relat cr in any way
connected with the ex ension of cr it set o t i thi of resulti g trans c ion or relationship.
"
D. Fa out bi 'on n µr 'tra ,a n al third p itrg tq") resolves
Disputes, instead of a ju ge or jury. I, with yo3 waive the ri t to go to court. e Arbitrator will conduct a
hearing, which is private and less formal than . ut tria ch side will have the opportunity to present some
Parties'
evidence to the Arbitrator. The Arbitrator may limit the ability to conduct fact-finding prior to the
"discovery."
hearing, called Other rights that the Parties might have in court might not be available in
arbitration. Following the hearing, the Arbitrator will issue an award. The Arbitrator's decision is final, and a
court may then enforce the award like a court judgment. Courts rarely overturn an Arbitrator's award.
E. Pr - bitr ResolutionxPrior to starting bitration, I can call youÚ 650) 204-1000 or
write to you at Up t1 Loan p ra ie , . . Box trl , 407 empt o resolve the
Dispute. We will y to resolv e Di pu e. B yo ak wr tt±n tdr 1 e t (), I may reject it
and arbitrate. If w · d not res 1 the Dispt te, eit y m y sta trbit r tio arty v·ill disclose
settlement proposal clu a Sgmen Offe , ti ato .
F. Rules and Procedures: Either m start arbitration
by mailing a notice of arbitration,
even if a lawsuit has been filed. Such notice shall -given
by certified mail, return receipt requested, Notice to
me shall be sent to the email address I provided to you in my loan application, as updated. Notice to you, your
assignees
Preview
! FILED: SCHENECTADY COUNTY CLERK 01/22/2024 02:03 PM INDEX NO. 2024-168 NYSCEF DOC. NO. 2 RECEIVED NYSCEF: 01/22/2024 EXHIBIT A FILED: SCHENECTADY COUNTY CLERK 01/22/2024 02:03 PM INDEX NO. 2024-168 NYSCEF DOC. NO. 2 RECEIVED NYSCEF: 01/22/2024 DocuSign Envelope ID: 7CCBEDBS-C26A-4B48-988C-B4A9FEC7FECI Promissory Note ("Note") Loan ID: 7947 Upstart Borrower ID: 693 Lender: Cross River Bank 885 Teaneck Road Teaneck, NJ 07666 · 1. Promise to Pa v lue received from Cross River Bank, a New Jersey state- ered bank "CRB," located in Teaneck, Jerse or "y-pu"), I promise to pay to the order of CR t r £ y subsequent holder or assignee f is Note, e al ga $ , gethe res on commencing on the date that fu s are issued t e at rr of 2 . / per an s it t rest. I acknowledge ' that I have read an a ree to be o d by h ag eem n to te all cl in ion 7 below unless I ' ' have rejected the pro ov i ectio 1 . y co leting and g Ipy oan application, I am requesting a loan on t e terms described in t is ote. I u erstand and agree that when you receive my application and this signed Note you are not r¿r Ig to I me money and you have the right not to make a loan to me. I understand that I am not bound by the terms and conditions set forth in this Note until you have funded a Loan. If you decide to make a Loan to me, I agree to be bound by the terms of this Note. 2. Payments. Note is payable in 60 This installments of $114.47 each, monthly ' consisting of principal terest, comme 'ng on oct , 2021 , and tinuing on the same day of each st ssive nth thereaft until the final p ment date of sep 1 , 2026 , which ' ' - is the maturity dat this No e. b me-nt d 11 29 h, 01 31st of the month, but a month does o have a 2 t , 3 t , or 31et d y the he ont y pa en ill b duo on the last day of ' the month in whic t e paym w lue u kss o e no 'tied wri i g. e i al t a ment will consist ine' of the then-remainin , un a ac uod i t res d -r c t e u u sAte. All payments will be appliedfirst to any unpaid fees incurred a resu f failed automated payments or returned bank drafts or checks, as provided in Section 4 below; ny late charges then due; then to any interest then due; and then to principal. Although the principal amount of my loan includes the origination fee, no unpaid interest or other charges will be added to principal. 3. Interest. Periodic interest will be charged on unpaid principal until the full amount of principal has been paid. Interest under this Note on a daily basis on the unpaid principal will accrue balance (including my origination fee) set forth above.Because of the accrual of interest on any late payments and the effect of rounding, my final payment may be more (or less) than my regular payment. I acknowledge that if I make my payments after the scheduled due date, this Note will not amortize as originally scheduled, which may result in a substantially higher final payment amount. The interest rate I will pay will be the rate I will pay both before and after any default unless and until my loan is charged off. The original document Is owned by Velocity Investments, LLC and this copy was created on Oct 24, 2022 02:18:54 PM. FILED: SCHENECTADY COUNTY CLERK 01/22/2024 02:03 PM INDEX NO. 2024-168 NYSCEF DOC. NO. 2 Copy of the Electronic Originat® document managedRECEIVED by the eCore® NYSCEF: 01/22/2024 On Demand (EOD") Service. DocuSign Envelope ID: 70CBEDB5-C26A-4B48-988C-B4A9FEC7FECD 4. Fees. I agree to pay the following fees to the extent permitted by applicable law: Fee Frequency Description Origination Fee 7. 3 56% One time This is a one-time fee of the Loan Amount and, except as provided in Section 10, is non- refundable. You will deduct fmm the loan proceeds before they are delivered to me. Late Payment Fee The greater of 5% of Per occurrence If I do not pay you the past due amount or full amount of any $15. mont ment within 10 c d n days of its due A te you may har 3 me a late fee. ny psyment received afts 340 PM Pacific time on a business day is deemed received on the next business day. ACH Return or Check $15 Per occurrence If Automated Clearing Refund Fee House "ACH") transfers O O or c :1 s are rejected or eturn x for any reason, Jo fail d le to insufficient nds it my bank C u it then you may arge Ifils fee. Each attempt to collect a payment is considered a separate transaction, so an ACH return or check refund fee will be assessed for each failed attempt. I authorize you to collect these fees using ACH transfers initiated by you from my designated bank account if I have chosen this method of payment (see Section 6). Any fees you assess are immediately due. I acknowledge and agree that the origination fee is part of my loan principal. Members of the Armed Forces: Federal law provides important protection to members of the Armed Forces and their dependents relating to the extension of consumer credit. In general, the cost of consumer credit to a member of the Armed Forces and his or her dependent may not exceed an annual percentage rate of 36 percent. This rate must include, as applicable to the credit transaction or account: The costs associated with The original document Is owned by Velocity Investments, LLC and this copy was created on Oct 24, 2022 02:18:54 PM. FILED: SCHENECTADY COUNTY CLERK 01/22/2024 02:03 PM INDEX NO. 2024-168 NYSCEF DOC. NO. 27CCBEDB5-C26A-4B48-988C-B4A9FEC7FEC0 y of the Electronlc Original® document managedRECEIVED by the eCore® NYSCEF: On Demand (EOD") Service. 01/22/2024 DocuSign Envelope ID: credit insurance premiums; fees for ancillary products sold in connection with the credit transaction; any application fee charged (other than certain application fees for specified credit transactions or accounts); and any participation fee charged (other than certain participation fees for a credit card account). 5. Proceeds. I agree that the proceeds of my loan will be paid via an electronic fund transfer into the deposit account I have identified in my loan application, or in such other manner as you determine. I acknowledgement that the timeliness of crediting proceeds to this account is dependent on the accuracy of the information I provide, when I complete all origination activities, and prompt crediting by the financial institution that holds my account. You are not responsible for the actions of the financial institution that holds my account. 6. Method of Payment. I agree to pay the principal, periodic interest and any fees on this Note when due. You have given me the choice of making my monthly payments by (i) an ACH or other electronic fund transfer from my bank account that I have authorized to automatically recur, (ii) by an ACH transfer initiated by me each month, or (ii) personal check by regular mail to Upstart Loan Operations, P.O. Box 1503, San Carlos, CA 94070 or any subsequent creditor that I am notified of. If I have completed an ACH bank transfer authorization, then you will automatically transfer my first payment in the amount specified in the authorization from my b ac unt, unless I cancel or modify this payment at least 3 bus days before its scheduled date by co ting , as described in Section 14, or your bank. If my ACH n ·ansfers are rejected or returne f any reas n, stapd 9n e-t t ay try 't a unt two more times. I also agree y u may apply e A re u c e nd descri in tior i, subject to applicable law, eac e an ACH tr nsfe i returne rej . I ackno edge t n iy financial institution ' may also charge a fe dd t ur e a.1d o e not e ponsible fo h f3 e All written communications concermng disputed amounts i c uding any heck or other payment instrument that (i) is full" postdated and accompanied by adequate noti ) indic that the payment constitutes "payment in of the amount owed, (iii) is tendered with other conditions or limitations or (iv) is otherwise tendered as full s atisfaction of a disputed amount, must be marked for special handling and mailed or delivered to us at Upstart Loan Operations, P.O. Box 1503, San Carlos, CA 94070. 7. Waiver of D Except aOtherwise provi@I in this Note or as requir61 by applicable law, you are not respon e or lia1 to me for the quality, safety, le ;ality or any other aspect of any property or services purchase ith the pr c et s ffc an. a 54p 3 ay fror1 whom I have purchased such pr p rty or se i s, agrec to se th ispt tc dir e ly i h t n. lvotwithstanding the borrov'er" foregoing, this sect o shall epp if I at 1 1"c u der the Le R ing Act, 10 U.S.C § 987 and this sectio aive a--ighto ega tr tha =I hav at r other applicable law. 8. Certification. Unless I have certified to you otherwise, I agree that the proceeds of my loan will not be applied (i) in whole or in part to postsecondary educational expenses (i.e.,tuition, fees, required equipment or supplies, room and board, or other miscellaneous personal expenses incurred while I am studying) at a expenses" college/university/vocational school, as the term "postsecondary educational is defined in Regulation Z, 12 C.F.R. § 1026.46 (b)(3), or (ii) for any home purchase or refinance. 9. Default and Remedies. Subject to the limitations of applicable state law and any right to notice and to cure under state law, I will be deemed in default (each, an "Event of Default") applicable of my obligations under this Note if I: (i) fail to pay timely any amount due under this Note; (ii) file or have instituted against me any bankruptcy or insolvency proceedings or make any assignment for the benefit of creditors; (iii) die; (iv) commit fraud or make any material misrepresentation in this Note or in my loan application; or (v) fail to abide by the terms of this Note. Upon the occurrence of an Event of Default, you may exercise all remedies available to you under applicable law, including demand that I immediately pay all amounts due under this Note. You reserve the right to report loan payment delinquencies of 30 days or longer to one or more The original document is owned by Velocity Investments, LLC and this copy was created on Oct 24, 2022 02:18:54 PM. FILED: SCHENECTADY COUNTY CLERK 01/22/2024 02:03 PM INDEX NO. 2024-168 NYSCEF DOC. NO. 27CCBEDB5-C26A-4B48-9880-B4A9FEC7FECo y of the Electronic Original® document managed RECEIVED by the eCore® NYSCEF: On Demand (EOD") Service, 01/22/2024 DocuSign Envelope ID: consumer reporting agencies in accordance with applicable law. I acknowledge these may be reflected in my attorneys' credit report. I agree to pay all costs of collecting any delinquent payments, including reasonable fees, to the greatest extent not prohibited by applicable law. 10. Prepayments; Partial Payments; Forbearance. I may prepay this Note in full or in part at any time without penalty. Any partial prepayment is to be applied against outstanding principal and does not postpone the due date of any subsequent monthly installments, unless you otherwise agree in writing. If I prepay this Note in part, I agree to continue to make regularly scheduled payments until all amounts due under this Note are paid. A partial pre-payment will not result in the refund of any origination fee amount. Further, I may request forbearance I understand in accordance with your reasonable procedures and requirements, and the decision to grant my request for forbearance shall be solely at your discretion. During any period of forbearance, my regularly scheduled payments of principal and interest on my loan may be deferred to the extent permitted by applicable law. Except as described above, I understand that I will remain responsible for all interest accruing during any period of forbearance. I understand that any periods of forbearance may increase my monthly payments during my loan term or, in limited cases, may extend my repayment period unless prohibited by applicable law. 11. Waivers. en i , a time when I am in default, you do not require me to i ediately in full, ' you will still have t e ight to d so in le ut t Neither fail xercise any of your rights, nor yo r elay in enfo c·ng o e c in a y o ights, w wai e o 'ghts. Furthermore, if you waive any ri ht under this o e on oc asio tha er will n t pera e s aiver as to any other ' " ower" · occasion. Subject to 'cab a ni I a a ered o un he ilitc Lending Act, 10 U.S.C § 987, I waive presentment, notice of d s onor, prot d all other demands and notices in connection with the delivery, acceptance, performance oe reeme this Note. 12. Assignment. I am not allowed to assign any of my obligations under this Note without your written permission. I understand that you do not have to give me permission. I agree that you may assign or transfer this Note or any of your rights to another person or entity. You may take these actions without notice or from me. - transfer of m£Note does not a@ct my rights and duties us11:r this Note. consent 13. Registra o . You at d ta et ,•c., ') t a non-fiduciary agent. Upstart will keep t s offices a el ronic re gis e of · tr rfer a1sig e of tl is Note (the "Register"). The n es and f any perso 1 ed to p tyrr m ts o 1 11 x recorded in the ' - ici - tearane Register. Any assign or rrnsf r 4 etegistered in the Register and only if Upstart receives a signed as 1 meu r similar agreement in a reasonably acceptable. You and I agree that beneficial ownership of all paymen nder my Note as reflected in the Register will be conclusive. Upstart will give me notice of a change in ownership of my Note reflected in the Register if required by law. Upstart will also give me notice if I pay by check and the transfer changes the address to which I must make payments. The name of the owner in the Register shall be available to me upon written request to Upstart. This Section is intended being to result in this Note maintained at all times in "registered form" as defined by U.S. Treasury Regulations Section 1.871-14(c) and Sections 163(f), 871(h) and 881(c) of the Internal Revenue Code of 1986, as amended, and will be interpreted and applied in a way that is consistent with these laws. 14. ElectronicCommunications; Notices; Contacting You. When I applied for a loan from you, I expressly agreed to receive electronically all communications, agreements, documents, notices and disclosures (collectively, "Communications") that you provide in connection with this Note and Upstart's servicing of my payment obligations under this Note. All Communications given to me by email to my registered email address or posted on www,upstart.com is deemed to have been duly given and effective upon transmission or when they were posted. I agree that you (including any other owner or servicer of my loan) may contact me The original document Is owned by Velocity Investments, LLC and thIs copy was created on Oct 24, 2022 02:18:54 PM. FILED: SCHENECTADY COUNTY CLERK 01/22/2024 02:03 PM INDEX NO. 2024-168 NYSCEF DOC. NO. 2 7CCBEDBS-C26A-4B48-9880-B4A9FEC7FECo y of the Electronic Original@ document managedRECEIVED by the eCore®NYSCEF: On Demand (EOD") Service. 01/22/2024 DocuSign Envelope ID: for any lawful reason, including for the collection of amounts owed to you. No such contact will be deemed unsolicited. You may contact me at such addresses or numbers (including cell phone numbers and landlines) as 1 may provide to you from time to time and you may use any means of communication, including regular mail, electronic mail, telephone, text message or other technology, to reach me. I agree that you may use automatic dialing and announcing devices which may play recorded messages. I represent that I have the authority to pmvide this consent because I am either the subscriber of the telephone number(s) or the customary user of each of the telephone numbers that I have provided to you who has the authority to provide consent. I also provide this consent to any agent, service provider, vendor, or collection agency acting on your behalf. I may contact you at any time to ask that you not contact me using any one or more methods or technologies. I acknowledge that communications from you may contain sensitive, confidential, and collections-related communications. If my information changes, such as my email address, my mailing address or my telephone number, I agree to notify you promptly of the change. I can contact you by logging into www.upstart.com. I may contact you by emailing support@upstart.com, by calling(650)-204-1000 during your operating hours 9:00 AM Pacific time to 5:00 PM Pacific time, each Monday through Friday that are business days, or by writing via regular mail care of Upstart Loan Operations, P.O. Box 1503, San Carlos, CA 94070. ' ' 15. Credit Inq s, Lo Information; Inaccurate Information. I authorize y to tain a credit ' th' report on me for an 1 gal pur se ect te, luding a ate x ion of credit, ' review, or collecti f this loan. æq le t, / 1 el e w ther an redi r r as requested, and if so, the name and a r ss of the r d t bur a f 1r ishi the . If I be i ve th t ou h ve information about me that is inac e o at h repo ted may ort inaccur n ati,m about me to a credit bureau, I will notify you o t e speci ac mform it on that I bel ve is inaccurate y writing to you care of Upstart Loan Operations, P.O. Box 1503, Sana los, C 70. In doing so, I will identify the inaccurate information and tell you why I believe it is incorrect. If I have a copy of the credit report that includes the inaccurate information, I will send a copy of that report to you as well. 16. Governing Law; Misc. I understand and agree that CRB is an FDIC-insured institution located in New Jersey. Conseq , provisions o0his Note will b overned by federal law arCto the extent not preempted by fede aw) th ws of the State of New Jersey, without regard to conflict 31 law rules, except as noted above. H ver, if I e o Co a 1 si 1 te e p. o visions of this Note will be governed ederal la n ( o the s ten of p mp e-1 by det al la dinf vith respect to the terms of this Note 1 ting to re t the la ; of ate of ilon o w i to a nflict of law rules, ' except as noted abov . ut li re t is & 41test, as that term is u· defined under applicable federal law, including ot ited to origination fees, periodic interest, late fees and returned check fees, shall be governed by 12 . . . § 1831d and the laws of the State of New Jersey. Section 17 (Arbitration Agreement) is governed by the Federal Arbitration Act, and not by any state law concerning arbitration. If any provision of this Note cannot be enforced, the rest of the provisions of this Note will stay in effect. No amendment of this Note will be valid unless in writing and signed by both you and me. This Note represents the entire agreement between you and me regarding my loan. 17. Complaints; Disputes; Arbitration. NOTICE: IF I AM ARE A COVERED BORROWER UNDER THE MILITARY LENDING ACT, 10 U.S.C. § 987, THE FOLLOWING ARBITRATION PROVISION DOES NOT APPLY TO ME. A. Governing Law. I acknowledge agree that the Note involves interstate commerce and that this arbitration clause will be construed, applied and governed by the Federal Arbitration Act, 9 U.S.C. § 1 et seq., ("FAA"), as amended. The Arbitrator (definedbelow) shall apply applicable law and applicable statutes of limitation consistent with the FAA and shall honor claims of privilege recognized at law. The original document is owned by Velocity investments, LLC and this copy was created on Oct 24, 2022 02:18:54 PM. FILED: SCHENECTADY COUNTY CLERK 01/22/2024 02:03 PM INDEX NO. 2024-168 NYSCEF DOC. NO. 2 Copy of the Electronic Original® document managedRECEIVED by the ecore® NYSCEF: On Demand (EOD") 01/22/2024 service. DocuSign Envelope ID: 7CCBEDBS-C26A-4B48-9880-B4A9FEC7FECD "Dispute" B. Dispute: means any action, dispute, claim, or controversy of any kind arising out of, in connection withor in any way related, even indirectly, to the Note or the extension of credit set forth in "Dispute" the Note. For example, includes claims related to: any relationship resulting from, or activities connected to this Note; my application; information I have provided to you; information and disclosures you have provided to me; any prior agreements between you and me; extensions; renewals; refinancings; payment "Dispute" plans; underwriting; servicing; collections; privacy; and customer information. The term also includes: claims under federal or state consumer protection laws; claims in tort or contract; claims under statutes or common law; claims at law or in equity; other past, present or future claims, counterclaims, cross- claims, third party claims, interpleaders or otherwise; and any claim relating to the interpretation, applicability, enforceability or formation of this arbitration clause, including, any claim that all or any part of this arbitration clause, except paragraph G below, is void, voidable or unconscionable. stated in this arbitration "Dispute" C. Mandatory Arbitration: Unless otherwise clause, any between the Parties shall, at your or my election or the election of any of our respective heirs, successors, assignees or related third parties, including Upstart, any other subsequent holder of my Note, and their affiliates, subsidiaries, and patents, (the "Parties"), by a neutral, binding be resolved arbitration, and not by a court of law. This procedum includes any Dispute the interpretation, over scope, or validity of this Note, this Parties' arbitration clause or the arbitrability of any issue, with the sole exception of the waiver of any right to · bring a class action or pa ate in a class action as provided for under paragraph G hall be solely determined by the p opriate urt, if necessar . This arbitration clause applies to the es, including their ' respective employ s or agents, as t s 'c a out or relat cr in any way connected with the ex ension of cr it set o t i thi of resulti g trans c ion or relationship. " D. Fa out bi 'on n µr 'tra ,a n al third p itrg tq") resolves Disputes, instead of a ju ge or jury. I, with yo3 waive the ri t to go to court. e Arbitrator will conduct a hearing, which is private and less formal than . ut tria ch side will have the opportunity to present some Parties' evidence to the Arbitrator. The Arbitrator may limit the ability to conduct fact-finding prior to the "discovery." hearing, called Other rights that the Parties might have in court might not be available in arbitration. Following the hearing, the Arbitrator will issue an award. The Arbitrator's decision is final, and a court may then enforce the award like a court judgment. Courts rarely overturn an Arbitrator's award. E. Pr - bitr ResolutionxPrior to starting bitration, I can call youÚ 650) 204-1000 or write to you at Up t1 Loan p ra ie , . . Box trl , 407 empt o resolve the Dispute. We will y to resolv e Di pu e. B yo ak wr tt±n tdr 1 e t (), I may reject it and arbitrate. If w · d not res 1 the Dispt te, eit y m y sta trbit r tio arty v·ill disclose settlement proposal clu a Sgmen Offe , ti ato . F. Rules and Procedures: Either m start arbitration by mailing a notice of arbitration, even if a lawsuit has been filed. Such notice shall -given by certified mail, return receipt requested, Notice to me shall be sent to the email address I provided to you in my loan application, as updated. Notice to you, your assignees