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BRYANT BURNSTAD, SBN 297286 E-FILED
RESURGENCE LEGAL GROUP, PC
2/16/2021 8:00 AM
10805 Holder Street, Suite 167
Cypress, CA 90630 Superior Court of California
(T) 877/440-0860 (F) 714/226-0024 County of Fresno
EMAIL: CAAttomey@ ResurgenceLegal.com By: C.Sanchez, Deputy
Refer to File Number: TP104199
Attomey for Plaintiff
SUPERIOR COURT OF THE STATE OF CALIFORNIA
COUNTY OF FRESNO, CENTRAL JUDICIAL DISTRICT
FRESNO SUPERIOR COURTHOUSE
VELOCITY INVESTMENTS LLC, ) CASE NO. 21CECL01040
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Plaintiff, ) COMPLAINT FOR MONEY
Vv. 1. Account Stated
12 2. Open Book Account
LOUIS HOWARD, 3. Indebtedness
13 and DOES 1 through 15 inclusive,
Limited Jurisdiction
14 Defendant(s). [Demand A mount: $8,652.93]
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18 GENERAL ALLEGATIONS
19 1 Atall times mentioned herein, Plaintiff VELOCITY INVESTMENTS LLC was, and now is
20 a LIMITED LIABILITY COMPANY, duly organized and existing under and by virtue of the state of
21 its formation and at all times herein and is successor-in-interest of WILMINGTON TRUST NA AS
22 OWNER TRUSTEE FOR UPSTART INC, and is qualified to conduct business in the State of
23 California. Plaintiff is a debt buyer and sole owner of account.
24 2 The true names and capacities of Defendant(s), DOES 1 through 15, inclusive, are unknown to
25 Plaintiff at this time, who therefore sues said Defendant(s) by such fictitious names. Plaintiff is
26 informed and believes, and thereon alleges, that each Defendant named as a DOE is responsible for
27 each and every obligation hereinafter set forth.
28 3 Plaintiff is informed and believes, and thereon alleges, that each Defendant named in this
COMPLAINT FOR MONEY
Complaint, was and at all times herein mentioned, and now is, the agent and employee of each of the
other Defendant(s) herein, and was at all times acting within the course and scope of said agency and
employment.
4 Plaintiff alleges that the Defendant(s), or some of them, reside in the above-cited Judicial
District. The obligation sued upon is not commercial in nature and is not subject to the provisions of
Civil Code, §2984.4, nor Civil Code, §1812.10.
5 Defendant(s), and each of them, requested a line of credit (the "Account") from the original
credit issuer. Thereafter, said request was accepted and credit was extended to Defendant(s).
6 Defendant(s) incurred this debt by defaulting on the Contract by failing to pay the agreed upon
10 payments. A copy of the Contract is attached as Exhibit "A" and incorporated by reference to this
11 complaint.
12 7 The charge-off creditor was WILMINGTON TRUST NA AS OWNER TRUSTEE FOR
13 UPSTART INC, and account number at time of charge-off was ****1251.
14 8 The name(s) and last known address(es) of Defendant(s) as they appeared in the charge-off
15 creditor's records prior to the sale of the debt, or for debt sold prior to January 1, 2014, the name and
16 last known address of Defendant as they appeared in the debt owner's records on December 31, 2013
17 was LOUIS HOWARD, 2696 E SPICE WAY, FRESNO CA 93720.
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COMPLAINT FOR MONEY
9 The names and addresses of all persons or entities that purchased or were assigned the debt after
charge- off are:
Name Address
VELOCITY INVESTMENTS LLC PO BOX 788, WALL, NJ 07719
Attached hereto collectively as Exhibit "B" are true and correct copies of said transfers and are
incorporated herein by reference.
10. Plaintiff has complied with California Civil Code section 1788.52.
11. Defendant(s), and each of them, defaulted on the account by failing to make payments since on
or about February 18, 2019, causing damages as set forth herein. The charge-off creditor duly
10 performed or was excused from performing all terms and conditions of said A greement on its part to
11 be performed.
12 12. The balance at charge- off was $8,652.93. The total amount of interest after charge-off was $.00.
13 The total amount of fees after charge-off was $.00. The total amount of credits after charge-off was
14 $0.00.
15 13. Demand has been made on Defendant(s), and each of them, for the payment of $8,652.93 due.
16 FIRST CAUSE OF ACTION
17 (Account Stated)
18 14, Plaintiff refers to Paragraphs 1 through 13, and by this reference incorporates the same herein
19 as though fully set forth.
20 15. Within the last four years, an account was stated by and between the charge off creditor and
21 Defendant(s), and each of them, wherein it stated that said Defendant(s), and each of them, were
22 indebted to the charge off creditor in the sum of $8,652.93. Plaintiff is the current holder and assignee
23 of the Account.
24 SECOND CAUSE OF ACTION
25 (Open Book Account)
26 16. Plaintiff refers to Paragraphs 1 through 15, and by this reference incorporates the same herein
27 as though fully set forth.
28 17. Within the last four years, Defendant(s), and each of them, became indebted to the charge-off
COMPLAINT FOR MONEY
creditor on an open book account for $8,652.93 due. The open book account reflected all the credits
and debits involved in the financial transaction(s) between charge- off creditor and Defendant(s) in the
Account. Plaintiff is the current holder and assignee of the Account.
THIRD CAUSE OF ACTION
(Indebtedness)
18. Plaintiff refers to Paragraphs 1 through 17, inclusive of the First Cause of Action, and by this
reference incorporates the same herein as though fully set forth.
WHEREFORE, Plaintiff prays for judgment against Defendant, and each of them as follows:
AS TO ALL CAUSES OF ACTION:
10 1 For the sum of $8,652.93;
11 2 For costs of suit incurred herein; and,
12 3 For such other further relief as the Court may deem just and proper.
13 DATED: February 6, 2021
14 RESURGENCE LEGAL GROUP, PC
15 By:
16 BRYANT BURNSTAD, SBN 297286
17 Attomey for Plaintiff
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COMPLAINT FOR MONEY
EXHIBIT “A”
LOAN AGREEMENT AND PROMISSORY NOTE
DATE: June 18, 2018 ("Effective Date")
Borrower Name and Address: Louis Howard, 2696 E. Spice Way FRESNO, California 93720
1, PROMISE TO PAY. The parties (each, a "Party" and collectively, "Parties") to this Loan Agreement and Promissory
Note ("Note") are the Borrower designated above ("Borrower," "you," or "your') and WebBank. For value received, you
promise to pay to the order of WebBank or any subsequent holder ("we," "us," or "Lender") of this Note, the principal loan
amount of $9,000.00, together with interest, fees and charges as set forth below. You promise that you will use the Loan
Amount for the purpose you indicated on the loan application to us (the "Application") and not for any post-secondary
student loan, to buy or sell securities, or any illegal purposes.
2. INTEREST AND PAYMENTS.
a. Payment Timing and Application. Principal and interest shall be paid in 36 monthly installments of $363.58 as discussed
herein. Your first Monthly Payment will be due on 07/18/2018. All other Monthly Payments will be due on the same day of
each following month ("Subsequent Due Date") until 06/18/2021, when all principal, interest and fees payable and owing
under this Note are due. If your Subsequent Due Date is the 29th, 30th or 31st and the current month is shorter, your
payment will be on the last day of the month. All payments or prepayments will be applied first to accrued interest, then
to unpaid principal, then to our fees, then to costs and expenses payable to us under this Note, including any costs or
expenses that we incur related to enforcement of this Note as further described in Section 5 ("Remedies") below.
b. Accrual. Interest on your loan will accrue and be calculated on a 30 day month/360 day year basis for each full month
and each partial month based on the Interest Rate disclosed on the Truth in Lending Disclosure applied to the unpaid
Loan Amount for the actual number of days your loan is outstanding for such full or partial month. Interest will start
accruing on the Loan Amount on the first calendar day following the Effective Date and will continue to accrue until all
amounts owed under this Note are paid in full. The Finance Charge and Total of Payments listed on the Truth in Lending
Disclosures are estimates based upon the assumption that all Monthly Payments will be made on time. If Monthly
Payments are made before or after the applicable due dates, the actual amount of Finance Charge and Total of Payments
may be less or more than that what appears in the Truth in Lending Disclosure.
c. Interest Rate. This Loan bears interest during each calendar month beginning on the Effective Date until paid in full at
a rate of 26.20% per year.
d. Maturity. When your loan matures, you agree to pay in full any unpaid amounts payable under this Note.
e. Payment Method. Payment may be made by check or electronic funds transfer. Payment by check may be made by
sending a personal check: (1) by standard US Mail to: Upgrade, Inc., Dept. LA 24576, Pasadena, CA 91185-4576, or (2) by
courier (FedEx, UPS, etc.) to: Upgrade, Inc. 24576, 14005 Live Oak Ave., Irwindale, CA 91706-1300. We may change these
addresses from time to time, and we will notify you of the new address for payments.
troni ion. If you present a check for payment, you authorize us: (1) to use the information from your
check to make an electronic funds transfer from your account; or (2) to process the transaction as a check. Please note, if
we elect to use your check for an electronic funds transfer, funds may be withdrawn from your account as soon as the
same day your check is received and you may not receive the check back from your financial institution.
g. Prepayment. You may make additional payments to prepay your loan in whole orin part at any time without penalty.
Prepayments will not change your Monthly Payment, or your obligation to make scheduled Monthly Payments on each
Subsequent Payment Date but your final payment amount may be smaller than the payment amount shown in the Truth
in Lending Disclosure or you may reduce the total number of Monthly Payments required to repay your loan as shown in
the Truth in Lending Disclosure. The amount of any origination fee that exceeds 5% of the total loan amount is applied on
a pro-rata basis over the term of the loan, and any unapplied portion of the origination fee will be refunded to you in the
event that you pay your loan in full prior to its maturity date.
3. FEES. We will also charge you and you agree to pay the following fees to the extent permitted by applicable law.
a. Insufficient Funds/Returned Payment Fee. You will be charged a non-refundable fee of ten dollars ($10) for each
failed electronic or check payment attempt. Your bank may assess its own fee in addition to the fee we assess.
b. Late Payment Fee. If a payment is more than fifteen (15) days late, we will charge you a nonrefundable late fee of ten
dollars ($10.00).
c. Loan Origination Fee. We will deduct a loan origination fee in the amount shown in the Truth in Lending Disclosure
from the Principal Amount of Loan as shown in the Itemization of the Amount Financed contained in the Truth in Lending
Disclosure.
d. Debit Card Fee. You are not required to make payments by use of a debit card. If the option is offered and you do use
a debit card to make a payment of any kind, a third-party payment processor may charge you a service fee, which will be
disclosed to you prior
to your use of the service. Payment by debit card is optional and not a condition of obtaining a loan
with us. Fees for this optional service are neither charged nor collected by WebBank or Upgrade.
4. DEFAULT. You will be in default under this Note if:
a. you fail to make any payment under this Note on the date such payment is due;
b. you fail to perform any of your obligations under this Note and you fail to cure such failure to perform to our reasonable
satisfaction within thirty (30) days after receiving notice from us of your failure to perform;
c. any representation made by you in, or in connection with your Application or this Note is false in any material respect
REPORT FOOTER lia
when made;
d. any of the following occurs (each a "Bankruptcy Event"): (1) you make an application for the appointment of a receiver,
trustee or custodian or a receiver, trustee or custodian is appointed for you or a majority of your assets; (2) you initiate or
consent to any legal proceedings under the Bankruptcy Code, or equivalent law providing for the relief of debtors; (3) you
make an assignment for the benefit of creditors; or (4) you have a petition in bankruptcy or similar relief of debtors filed
against you, which is not withdrawn or discharged within thirty (30) days of being filing.
e. you die.
5, REMEDIES. Our remedies if you default on this Note include the following (to the fullest extent permitted by law):
a. General. In the event that you are in default under this Note, we may:
(1) declare our loan to you immediately due and payable, except that your loan will become immediately due and payable
to us undera Bankruptcy Event, regardless of whether or not we take any action;
(2) provide a report to the credit bureaus regarding your payment history and status of default (which may negatively
affect your credit record);
(3) pursue any other remedies available to us under applicable law.
b. Loan Acceleration. If your loan is immediately due and payable, you must promptly pay in full the unpaid principal
amount of the loan, all accrued interest, and any other amounts and fees payable under this Note.
c. Cost Reimbursement; Application of Proceeds. You agree to promptly reimburse us, with interest, for all costs and
expenses incurred in exercising our remedies related to this Note, including reasonable attorneys' fees and the costs of
collection after default. Our rights under this Note are cumulative and we may exercise these rights at any time if you
default.
In the event that we exercise any of our rights or remedies under this Note, you will continue to be in default until such
time that you pay to us all amounts due to us and you have cured any and all defaults. Our failure to take any action or
delay taking any action related to your default, does not waive, or imply a waiver of, any of our rights under this Note.
6. TERMINATION. This Note will terminate after you have paid in full all amounts payable by you under this Note. The
terms of this Note that would, by their express nature, survive the termination of this Note (including the provisions
under "Governing Law and Miscellaneous, Arbitration Agreement," "Notices and Other Information," "Limitation of
Liability" and "Termination") will survive and be enforceable under this Note.
7. NOTICES AND OTHER INFORMATION. You consent to receive through electronic delivery, either via electronic mail
at your registered email address or delivery to your online account, of all notices, records, disclosures and other
information related to this Note ("Electronic Records") as further provided in the E-Sign Disclosure and Consent to
Electronic Receipt of Loan Disclosures provided to you at the time of your Application. We may in our discretion deliver
certain records to you in paper form to your last postal service mailing address of record. You must advise us immediately
of any changes or updates to, inactivity of or operational problems with your registered email address. You agree that the
federal Electronic Signatures in Global and National Commerce Act apply to this Note and our ability to conduct business
with you by electronic means. All provisions of any Electronic Records are binding on you just as if they were delivered in
paper to one of the addresses listed on the Truth in Lending Disclosure. As described when you provided your phone
number in the Application, we may contact you at any phone number you provide. When you give us your mobile phone
number, we have your consent to contact you at that number about your loan. Your consent allows us to use text
messaging, automatic dialing technology and artificial or prerecorded voice messages for informational and loan service
calls, but not for sales or telemarketing calls. It may include contact from companies working on our behalf to service your
loan. Message and data rates may apply. You may contact us at any time to change these preferences.
8. WAIVERS. To the fullest extent permitted by applicable law, no extension of time for payment of any part of the
amount due under this Note, and no alteration, amendment or waiver of any provision of this Note shall release, modify,
amend, waive, extend, change, discharge, terminate or affect your unconditional liability, and that at any other person or
party who may become liable for the payment of all or part of the amount due under this Note.
9. CREDIT REPORTS AND MONITORING. We may obtain credit reports on you on an ongoing basis until this Loan is paid
in full. We may report information conceming your performance under this Note to credit reporting agencies. Late
payments, missed payments or other defaults on this Note may be reflected in your credit report. If you believe we
inaccurately reported information about you or this Note to a credit reporting agency, call (855) 997-3100 or send an email
to us at creditreporting@upgrade.com. You will need to provide the date of your loan along with copy of your credit bureau
report reflecting the information that you believe is inaccurate.
10. ASSIGNMENT. You may not assign or transfer your rights or obligations under this Note without our prior written
consent. We may assign or transfer all or a portion of this Note and the related documents to a third party or an affiliate.
Our rights under this Note shall inure to the benefit of our successors and assigns and your obligations under this Note
shall be binding upon your heirs, personal representatives and permitted assigns.
11. LIMITATION OF LIABILITY. OUR LIABILITY TO YOU UNDER THIS NOTE, IF ANY, SHALL BE LIMITED TO DIRECT,
ACTUAL DAMAGES ONLY. YOU AGREE THAT IN NO EVENT SHALL WE BE LIABLE TO YOU FOR CONSEQUENTIAL,
INCIDENTAL, PUNITIVE, EXEMPLARY, SPECIAL OR INDIRECT DAMAGES.
12. GOVERNING LAW AND MISCELLANEOUS.
Unless expressly provided otherwise in this Note, federal law and the laws of the state of Utah, as applicable, govern this
Note. If any provision of this Note cannot be enforced, the rest of the provisions of this Note will stay in effect. No
REPORT FOOTER aia
amendment of this Note will be valid unless in writing and signed by both us and you. This Note represents the entire
agreement between you and us regarding your loan.
13. ARBITRATION AGREEMENT
PLEASE READ THE FOLLOWING ARBITRATION AGREEMENT CAREFULLY. UNLESS YOU REJECT THIS PROVISION AS
PROVIDED BELOW, BECAUSE YOU AND WE HAVE AGREED TO ARBITRATE ALL DISPUTES, NEITHER OF US WILL HAVE THE
RIGHT TO LITIGATE THAT DISPUTE IN COURT, OR TO HAVE AJURY TRIAL ON THAT DISPUTE, OR ENGAGE IN DISCOVERY
EXCEPT AS PROVIDED FOR IN THE RULES OF THE ARBITRATOR, OR TO BRING OR PARTICIPATE IN ANY CLASS
ACTION OR REPRESENTATIVE ACTION.
tion of Thi Arbitration Agr ment. You may opt out of this Arbitration Provision for all purposes by sending an
arbitration opt out notice to WebBank, c/o Upgrade, Inc., 275 Battery Street, 23rd Floor, San Francisco, CA 94111,
Attention: Legal Department, which is received at the specified address within 30 days of the date of your electronic
acceptance of the terms of this Note.
Arbitration Agreement. You agree that any dispute between us (a "Dispute") shall be resolved exclusively by arbitration. A
Dispute is any unresolved disagreement between us that arises out of or relates in any way to this Agreement, the loan or
the relationship between you and us (including Upgrade and any assignee or holder of the loan). A Dispute also includes
any disagreement about whether this arbitration agreement ("Arbitration Agreement") is enforceable or valid, the
meaning of this Arbitration Agreement, and whethera disagreement is a "dispute" subject to binding arbitration as
provided for in this Arbitration Agreement. However, in the event of a default, nothing in this Arbitration Agreement shall
preclude us from exercising the lawful remedies of a creditor under applicable law, including, but not limited to set off. The
scope of this Arbitration Agreement shall be given the broadest possible interpretation that is enforceable.
Unless otherwise agreed to in writing by the parties to this Arbitration Agreement, the arbitration, including the selecting
of the arbitrator, will be administered by the Judicial Alternatives and Mediation Services ("JAMS"), under its Streamlined
Arbitration Rules (the "Rules") by a single neutral arbitrator agreed to by the parties within thirty (30) days of the
commencement of the arbitration. In the event that the parties are not able to agree on an arbitrator within 30 days, one
will be selected by JAMS. In the event that JAMS is not available to administer the arbitration, either of us may petition a
court with jurisdiction to appoint an arbitrator.
Notwithstanding the provisions of this Note specifying the governing law of this Note, the arbitration provisions of this
Note will be governed exclusively by the Federal Arbitration Act (Title 9 of the U.S. Code).
Either party may initiate the arbitration process by filing the necessary forms with JAMS. To learn more about arbitration,
or to obtain a copy of the JAMS arbitration rules you can call JAMS at 1-800-352-5267 or review the materials on their
website at www.jamsadr.com. In the case of a conflict between the rules of JAMS and this Arbitration Agreement, this
Arbitration Agreement shall control.
If you initiate the arbitration, you will be required to pay the first one hundred seventy-five dollars ($175) of any filing fee
We will pay any filing fees in excess of one hundred seventy-five dollars ($175) and we will pay all of the arbitration fees
and costs. If we initiate the arbitration, we will pay all of the filing fees and all of the arbitration fees and costs. We will
each bear all of our own attorney's fees and costs except that you are entitled to recover your attorney's fees and costs
if you prevail in the arbitration and the award you receive from the arbitrator is higher than our last written settlement
offer, or if applicable law provides you a right to recover attorney's fees and costs.
The arbitration shall be held in the federal judicial district where you reside. Disputes must be brought in the name of an
individual person or entity and must proceed on an individual (non-class, non-representative) basis, and the arbitrator will
not award relief for or against anyone who is not a Party. In the event the preceding sentence is deemed unenforceable for
any reason by an arbitrator or a court of competent jurisdiction, such determination shall automatically render the
remaining arbitration provisions (but not the jury trial waiver provisions) of this Section 13 unenforceable as to the
affected dispute(s).
Subject to the foregoing provisions regarding attorney's fees and costs, the arbitrator shall have the authority to award
any legal or equitable remedy or relief that a court could order or grant under this Arbitration Agreement. The arbitrator,
however, is not authorized to change or alter the terms of this Agreement or to make any award that would extend to any
transaction other than yours. All statutes of limitations that are applicable to any dispute shall apply to any arbitration
between us.
BECAUSE YOU AND WE HAVE AGREED TO ARBITRATE ALL DISPUTES, NEITHER OF US@WILL HAVE THE RIGHT TO
LITIGATE THAT DISPUTE IN COURT, OR TO HAVE A JURY@TRIAL ON THAT DISPUTE, OR ENGAGE IN DISCOVERY
EXCEPT AS PROVIDED FOR IN@THE RULES OF THE ARBITRATOR, OR TO BRING OR PARTICIPATE IN ANY CLASS
ACTION OR REPRESENTATIVE ACTION.
14. REGISTRATION OF LOAN OWNERS. You appoint Upgrade, Inc. as your authorized agent (in such capacity, the "Loan
Registrar") to maintain a book-entry system (the "Register") for recording the owner of this Loan (the "Loan Owners"). The
person or persons identified as the Loan Owners in the Register shall be deemed to be the owner(s) of this Loan for
purposes of receiving payment of principal and interest on such Loan and for all other purposes. You acknowledge that the
Loan Registrar maintains the only authoritative copy of this Loan. With respect to any transfer by a Loan Owner of its
beneficial interest in this Loan, the right to payment of principal and interest on this Loan shall not be effective until the
transfer is recorded in the Register.
15. MILITARY LENDING ACT DISCLOSURE. Federal law provides important protections to members of the Armed Forces
and their dependents relating to extensions 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 credit insurance premiums; fees for
REPORT FOOTER SHA
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 fees charged (other than certain
participation fees for a credit card account).
Your payment obligation is shown on the Truth in Lending Disclosure. Please 1(855) 511-7676 to have this disclosure
provided to you orally. If you are a member of the Armed Forces or a dependent, certain terms of this Note prohibited
under the Military Lending Act, including but not limited to the Arbitration Agreement contained in Section 13 above, will
not apply to you.
16. ELECTRONIC TRANSACTIONS. THIS NOTE INCLUDES YOUR EXPRESS CONSENT TO ELECTRONIC TRANSACTIONS
AND DISCLOSURES, WHICH CONSENT IS SET FORTH IN THE SEPARATE DOCUMENT TITLED, "ESIGN ACT CONSENT," THE
TERMS OF WHICH ARE EXPRESSLY INCORPORATED HEREIN IN THEIR ENTIRETY.
17. STATE LAW NOTICES AND DISCLOSURES
CALIFORNIA RESIDENTS ONLY: A married applicant may apply fora separate account. If Lender takes any adverse action
as defined by Section 1785.3 of the California Civil Code and the adverse action is base, in whole orin party, on any
information contained in a consumer credit report, Borrower has the right to obtain within 60 days a free copy of
Borrower's consumer credit report from the consumer reporting agency who furnished the consumer credit report and from
any other consumer credit reporting agency that complies and maintains files on consumers on a nationwide basis.
CALIFORNIA and NEW YORK RESIDENTS: We may report information about your account to credit bureaus. Late payments,
missed payments or other defaults on your account may be included your credit report.
CALIFORNIA and UTAH RESIDENTS: You are hereby notified that a negative credit report reflecting on your credit record
may be submitted to a credit reporting agency if you fail to fulfill the terms of your credit obligations.
MAINE, NEW YORK and VERMONT RESIDENTS: A consumer credit report may be requested in connection with your
application or in connection with updates, renewals or extensions of any credit granted as a result of your application.
Upon your request, you will be informed whether or not such a report was requested and, if so, the name and address of
the agency that furnished the report.
MARYLAND RESIDENTS ONLY: Lender elects to make this loan pursuant to Subtitle 10 (Credit Grantor Closed End Credit
provisions) of Title 12 of the Maryland Commercial Law Article only to the extent that such provisions are not
inconsistent with Lender's authority under federal law (12 U.S.C. 85, 1463(g) or 1831(d) as appropriate) and related
regulations and interpretations, which authority Lender expressly reserves.
MASSACHUSETTS RESIDENTS ONLY: Massachusetts law prohibits discrimination based upon marital status or sexual
orientation.
MISSOURI AND NEBRASKA RESIDENTS ONLY: ORAL AGREEMENTS OR COMMITMENTS TO LOAN MONEY, EXTEND CREDIT
OR TO FORBEAR FROM ENFORCING REPAYMENT OF A BEBT INCLUDING PROMISES TO EXTEND OR RENEW SUCH DEBT
ARE NOT ENFORCEABLE. TO PROTECT YOU (BORROWER) AND US (LENDER) FROM MISUNDERSTANDING OR
DISAPPOINTMENT, ANY AGREEMENTS WE REACH COVERING SUCH MATTERS ARE CONTAINED IN THIS WRITING, WHICH IS
THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN US, EXCEPT AS WE MAY LATER AGREE IN
WRITING TO MODIFY IT.
OHIO RESIDENTS ONLY: Ohio anti-discrimination laws require creditors to make credit equally available to all
creditworthy customers and that credit reporting agencies maintain separate credit histories on individuals upon request.
The Ohio Civil Rights Commission administers these laws.
MARRIED WISCONSIN RESIDENTS ONLY: No provision of any marital agreement, unilateral statement or court order
applying to marital property will adversely affect a creditor's interest unless prior to the time credit is granted, the
creditor is furnished with a copy of the agreement, statement or court order, or has actual knowledge of the provision. If
you are married, by signing this Loan Agreement, you are confirming that this loan obligation is being incurred in the
interest of your marriage and your family. If the loan for which you are applying is granted, you will notify the Lender if you
have a spouse who needs to receive notification that credit has been extended to you.
KANSAS and WISCONSIN RESIDENTS: NOTICE TO CUSTOMER: (A) DO NOT SIGN THIS AGREEMENT BEFORE YOU READ IT,
EVEN IF OTHERWISE ADVISED; (B) DO NOT SIGN THIS IF IT CONTAINS ANY BLANK SPACES; (C) YOU ARE ENTITLED TO AN
EXACT COPY OF ANY AGREEMENT YOU SIGN; AND (D) YOU HAVE THE RIGHT AT ANY TIME TO PAY IN ADVANCE OF THE
UNPAID BALANCE DUE UNDER THIS AGREEMENT AND YOU MAY BE ENTITLED TO A PARTIAL REFUND OF THE FINANCE
CHARGE.
Louis Howard
Ms:
BY: UPGRADE, INC.
ATTORNEY-IN-FACT FOR Louis Howard
(Signed Electronically)
REPORT FOOTER AGA
EXHIBIT “B”
EXHIBIT A
BILL OF SALE
For value received and pursuant to the terms and conditions of the Purchase and Sale Agreement
dated November 22, 2019, Upgrade, Inc., as “Initial Seller”, and on behalfof Additional Sellers as
“Servicer”) hereby assigns effective as of November 22, 2019 (the “Closing Date”) all rights, title and
interest in and to those certain charged-off loans and all rclated receivables, judgments or evidences of
debt described in Schedule 1 attached hercto and made part hereof for all purposes to Velocity
Investments, LLC (“Purchaser”).
Pursuant to the foregoing assignment, the Initial Scller stipulates that the Purchaser may be
substituted for the Initial Seller, or Additional Seller, as applicable, as the valid owner of the Accounts
and hereby waives any notice or hearing requirements imposed by Bankruptcy Rule 3001 (e) (2) or
otherwise.
UPGRADE, INC., as INITIAL SELLER
vl
UPGRADBR, INGA. of be) f of ADDITIONAL SELLER identified on Schedule I
By
pae:_ _(/2e[re
Title: Deca.
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BRYANT BURNSTAD, SBN 297286 E-FILED RESURGENCE LEGAL GROUP, PC 2/16/2021 8:00 AM 10805 Holder Street, Suite 167 Cypress, CA 90630 Superior Court of California (T) 877/440-0860 (F) 714/226-0024 County of Fresno EMAIL: CAAttomey@ ResurgenceLegal.com By: C.Sanchez, Deputy Refer to File Number: TP104199 Attomey for Plaintiff SUPERIOR COURT OF THE STATE OF CALIFORNIA COUNTY OF FRESNO, CENTRAL JUDICIAL DISTRICT FRESNO SUPERIOR COURTHOUSE VELOCITY INVESTMENTS LLC, ) CASE NO. 21CECL01040 10 11 Plaintiff, ) COMPLAINT FOR MONEY Vv. 1. Account Stated 12 2. Open Book Account LOUIS HOWARD, 3. Indebtedness 13 and DOES 1 through 15 inclusive, Limited Jurisdiction 14 Defendant(s). [Demand A mount: $8,652.93] 15 16 17 18 GENERAL ALLEGATIONS 19 1 Atall times mentioned herein, Plaintiff VELOCITY INVESTMENTS LLC was, and now is 20 a LIMITED LIABILITY COMPANY, duly organized and existing under and by virtue of the state of 21 its formation and at all times herein and is successor-in-interest of WILMINGTON TRUST NA AS 22 OWNER TRUSTEE FOR UPSTART INC, and is qualified to conduct business in the State of 23 California. Plaintiff is a debt buyer and sole owner of account. 24 2 The true names and capacities of Defendant(s), DOES 1 through 15, inclusive, are unknown to 25 Plaintiff at this time, who therefore sues said Defendant(s) by such fictitious names. Plaintiff is 26 informed and believes, and thereon alleges, that each Defendant named as a DOE is responsible for 27 each and every obligation hereinafter set forth. 28 3 Plaintiff is informed and believes, and thereon alleges, that each Defendant named in this COMPLAINT FOR MONEY Complaint, was and at all times herein mentioned, and now is, the agent and employee of each of the other Defendant(s) herein, and was at all times acting within the course and scope of said agency and employment. 4 Plaintiff alleges that the Defendant(s), or some of them, reside in the above-cited Judicial District. The obligation sued upon is not commercial in nature and is not subject to the provisions of Civil Code, §2984.4, nor Civil Code, §1812.10. 5 Defendant(s), and each of them, requested a line of credit (the "Account") from the original credit issuer. Thereafter, said request was accepted and credit was extended to Defendant(s). 6 Defendant(s) incurred this debt by defaulting on the Contract by failing to pay the agreed upon 10 payments. A copy of the Contract is attached as Exhibit "A" and incorporated by reference to this 11 complaint. 12 7 The charge-off creditor was WILMINGTON TRUST NA AS OWNER TRUSTEE FOR 13 UPSTART INC, and account number at time of charge-off was ****1251. 14 8 The name(s) and last known address(es) of Defendant(s) as they appeared in the charge-off 15 creditor's records prior to the sale of the debt, or for debt sold prior to January 1, 2014, the name and 16 last known address of Defendant as they appeared in the debt owner's records on December 31, 2013 17 was LOUIS HOWARD, 2696 E SPICE WAY, FRESNO CA 93720. 18 19 20 21 22 23 24 25 26 27 28 COMPLAINT FOR MONEY 9 The names and addresses of all persons or entities that purchased or were assigned the debt after charge- off are: Name Address VELOCITY INVESTMENTS LLC PO BOX 788, WALL, NJ 07719 Attached hereto collectively as Exhibit "B" are true and correct copies of said transfers and are incorporated herein by reference. 10. Plaintiff has complied with California Civil Code section 1788.52. 11. Defendant(s), and each of them, defaulted on the account by failing to make payments since on or about February 18, 2019, causing damages as set forth herein. The charge-off creditor duly 10 performed or was excused from performing all terms and conditions of said A greement on its part to 11 be performed. 12 12. The balance at charge- off was $8,652.93. The total amount of interest after charge-off was $.00. 13 The total amount of fees after charge-off was $.00. The total amount of credits after charge-off was 14 $0.00. 15 13. Demand has been made on Defendant(s), and each of them, for the payment of $8,652.93 due. 16 FIRST CAUSE OF ACTION 17 (Account Stated) 18 14, Plaintiff refers to Paragraphs 1 through 13, and by this reference incorporates the same herein 19 as though fully set forth. 20 15. Within the last four years, an account was stated by and between the charge off creditor and 21 Defendant(s), and each of them, wherein it stated that said Defendant(s), and each of them, were 22 indebted to the charge off creditor in the sum of $8,652.93. Plaintiff is the current holder and assignee 23 of the Account. 24 SECOND CAUSE OF ACTION 25 (Open Book Account) 26 16. Plaintiff refers to Paragraphs 1 through 15, and by this reference incorporates the same herein 27 as though fully set forth. 28 17. Within the last four years, Defendant(s), and each of them, became indebted to the charge-off COMPLAINT FOR MONEY creditor on an open book account for $8,652.93 due. The open book account reflected all the credits and debits involved in the financial transaction(s) between charge- off creditor and Defendant(s) in the Account. Plaintiff is the current holder and assignee of the Account. THIRD CAUSE OF ACTION (Indebtedness) 18. Plaintiff refers to Paragraphs 1 through 17, inclusive of the First Cause of Action, and by this reference incorporates the same herein as though fully set forth. WHEREFORE, Plaintiff prays for judgment against Defendant, and each of them as follows: AS TO ALL CAUSES OF ACTION: 10 1 For the sum of $8,652.93; 11 2 For costs of suit incurred herein; and, 12 3 For such other further relief as the Court may deem just and proper. 13 DATED: February 6, 2021 14 RESURGENCE LEGAL GROUP, PC 15 By: 16 BRYANT BURNSTAD, SBN 297286 17 Attomey for Plaintiff 18 19 20 21 22 23 24 25 26 27 28 COMPLAINT FOR MONEY EXHIBIT “A” LOAN AGREEMENT AND PROMISSORY NOTE DATE: June 18, 2018 ("Effective Date") Borrower Name and Address: Louis Howard, 2696 E. Spice Way FRESNO, California 93720 1, PROMISE TO PAY. The parties (each, a "Party" and collectively, "Parties") to this Loan Agreement and Promissory Note ("Note") are the Borrower designated above ("Borrower," "you," or "your') and WebBank. For value received, you promise to pay to the order of WebBank or any subsequent holder ("we," "us," or "Lender") of this Note, the principal loan amount of $9,000.00, together with interest, fees and charges as set forth below. You promise that you will use the Loan Amount for the purpose you indicated on the loan application to us (the "Application") and not for any post-secondary student loan, to buy or sell securities, or any illegal purposes. 2. INTEREST AND PAYMENTS. a. Payment Timing and Application. Principal and interest shall be paid in 36 monthly installments of $363.58 as discussed herein. Your first Monthly Payment will be due on 07/18/2018. All other Monthly Payments will be due on the same day of each following month ("Subsequent Due Date") until 06/18/2021, when all principal, interest and fees payable and owing under this Note are due. If your Subsequent Due Date is the 29th, 30th or 31st and the current month is shorter, your payment will be on the last day of the month. All payments or prepayments will be applied first to accrued interest, then to unpaid principal, then to our fees, then to costs and expenses payable to us under this Note, including any costs or expenses that we incur related to enforcement of this Note as further described in Section 5 ("Remedies") below. b. Accrual. Interest on your loan will accrue and be calculated on a 30 day month/360 day year basis for each full month and each partial month based on the Interest Rate disclosed on the Truth in Lending Disclosure applied to the unpaid Loan Amount for the actual number of days your loan is outstanding for such full or partial month. Interest will start accruing on the Loan Amount on the first calendar day following the Effective Date and will continue to accrue until all amounts owed under this Note are paid in full. The Finance Charge and Total of Payments listed on the Truth in Lending Disclosures are estimates based upon the assumption that all Monthly Payments will be made on time. If Monthly Payments are made before or after the applicable due dates, the actual amount of Finance Charge and Total of Payments may be less or more than that what appears in the Truth in Lending Disclosure. c. Interest Rate. This Loan bears interest during each calendar month beginning on the Effective Date until paid in full at a rate of 26.20% per year. d. Maturity. When your loan matures, you agree to pay in full any unpaid amounts payable under this Note. e. Payment Method. Payment may be made by check or electronic funds transfer. Payment by check may be made by sending a personal check: (1) by standard US Mail to: Upgrade, Inc., Dept. LA 24576, Pasadena, CA 91185-4576, or (2) by courier (FedEx, UPS, etc.) to: Upgrade, Inc. 24576, 14005 Live Oak Ave., Irwindale, CA 91706-1300. We may change these addresses from time to time, and we will notify you of the new address for payments. troni ion. If you present a check for payment, you authorize us: (1) to use the information from your check to make an electronic funds transfer from your account; or (2) to process the transaction as a check. Please note, if we elect to use your check for an electronic funds transfer, funds may be withdrawn from your account as soon as the same day your check is received and you may not receive the check back from your financial institution. g. Prepayment. You may make additional payments to prepay your loan in whole orin part at any time without penalty. Prepayments will not change your Monthly Payment, or your obligation to make scheduled Monthly Payments on each Subsequent Payment Date but your final payment amount may be smaller than the payment amount shown in the Truth in Lending Disclosure or you may reduce the total number of Monthly Payments required to repay your loan as shown in the Truth in Lending Disclosure. The amount of any origination fee that exceeds 5% of the total loan amount is applied on a pro-rata basis over the term of the loan, and any unapplied portion of the origination fee will be refunded to you in the event that you pay your loan in full prior to its maturity date. 3. FEES. We will also charge you and you agree to pay the following fees to the extent permitted by applicable law. a. Insufficient Funds/Returned Payment Fee. You will be charged a non-refundable fee of ten dollars ($10) for each failed electronic or check payment attempt. Your bank may assess its own fee in addition to the fee we assess. b. Late Payment Fee. If a payment is more than fifteen (15) days late, we will charge you a nonrefundable late fee of ten dollars ($10.00). c. Loan Origination Fee. We will deduct a loan origination fee in the amount shown in the Truth in Lending Disclosure from the Principal Amount of Loan as shown in the Itemization of the Amount Financed contained in the Truth in Lending Disclosure. d. Debit Card Fee. You are not required to make payments by use of a debit card. If the option is offered and you do use a debit card to make a payment of any kind, a third-party payment processor may charge you a service fee, which will be disclosed to you prior to your use of the service. Payment by debit card is optional and not a condition of obtaining a loan with us. Fees for this optional service are neither charged nor collected by WebBank or Upgrade. 4. DEFAULT. You will be in default under this Note if: a. you fail to make any payment under this Note on the date such payment is due; b. you fail to perform any of your obligations under this Note and you fail to cure such failure to perform to our reasonable satisfaction within thirty (30) days after receiving notice from us of your failure to perform; c. any representation made by you in, or in connection with your Application or this Note is false in any material respect REPORT FOOTER lia when made; d. any of the following occurs (each a "Bankruptcy Event"): (1) you make an application for the appointment of a receiver, trustee or custodian or a receiver, trustee or custodian is appointed for you or a majority of your assets; (2) you initiate or consent to any legal proceedings under the Bankruptcy Code, or equivalent law providing for the relief of debtors; (3) you make an assignment for the benefit of creditors; or (4) you have a petition in bankruptcy or similar relief of debtors filed against you, which is not withdrawn or discharged within thirty (30) days of being filing. e. you die. 5, REMEDIES. Our remedies if you default on this Note include the following (to the fullest extent permitted by law): a. General. In the event that you are in default under this Note, we may: (1) declare our loan to you immediately due and payable, except that your loan will become immediately due and payable to us undera Bankruptcy Event, regardless of whether or not we take any action; (2) provide a report to the credit bureaus regarding your payment history and status of default (which may negatively affect your credit record); (3) pursue any other remedies available to us under applicable law. b. Loan Acceleration. If your loan is immediately due and payable, you must promptly pay in full the unpaid principal amount of the loan, all accrued interest, and any other amounts and fees payable under this Note. c. Cost Reimbursement; Application of Proceeds. You agree to promptly reimburse us, with interest, for all costs and expenses incurred in exercising our remedies related to this Note, including reasonable attorneys' fees and the costs of collection after default. Our rights under this Note are cumulative and we may exercise these rights at any time if you default. In the event that we exercise any of our rights or remedies under this Note, you will continue to be in default until such time that you pay to us all amounts due to us and you have cured any and all defaults. Our failure to take any action or delay taking any action related to your default, does not waive, or imply a waiver of, any of our rights under this Note. 6. TERMINATION. This Note will terminate after you have paid in full all amounts payable by you under this Note. The terms of this Note that would, by their express nature, survive the termination of this Note (including the provisions under "Governing Law and Miscellaneous, Arbitration Agreement," "Notices and Other Information," "Limitation of Liability" and "Termination") will survive and be enforceable under this Note. 7. NOTICES AND OTHER INFORMATION. You consent to receive through electronic delivery, either via electronic mail at your registered email address or delivery to your online account, of all notices, records, disclosures and other information related to this Note ("Electronic Records") as further provided in the E-Sign Disclosure and Consent to Electronic Receipt of Loan Disclosures provided to you at the time of your Application. We may in our discretion deliver certain records to you in paper form to your last postal service mailing address of record. You must advise us immediately of any changes or updates to, inactivity of or operational problems with your registered email address. You agree that the federal Electronic Signatures in Global and National Commerce Act apply to this Note and our ability to conduct business with you by electronic means. All provisions of any Electronic Records are binding on you just as if they were delivered in paper to one of the addresses listed on the Truth in Lending Disclosure. As described when you provided your phone number in the Application, we may contact you at any phone number you provide. When you give us your mobile phone number, we have your consent to contact you at that number about your loan. Your consent allows us to use text messaging, automatic dialing technology and artificial or prerecorded voice messages for informational and loan service calls, but not for sales or telemarketing calls. It may include contact from companies working on our behalf to service your loan. Message and data rates may apply. You may contact us at any time to change these preferences. 8. WAIVERS. To the fullest extent permitted by applicable law, no extension of time for payment of any part of the amount due under this Note, and no alteration, amendment or waiver of any provision of this Note shall release, modify, amend, waive, extend, change, discharge, terminate or affect your unconditional liability, and that at any other person or party who may become liable for the payment of all or part of the amount due under this Note. 9. CREDIT REPORTS AND MONITORING. We may obtain credit reports on you on an ongoing basis until this Loan is paid in full. We may report information conceming your performance under this Note to credit reporting agencies. Late payments, missed payments or other defaults on this Note may be reflected in your credit report. If you believe we inaccurately reported information about you or this Note to a credit reporting agency, call (855) 997-3100 or send an email to us at creditreporting@upgrade.com. You will need to provide the date of your loan along with copy of your credit bureau report reflecting the information that you believe is inaccurate. 10. ASSIGNMENT. You may not assign or transfer your rights or obligations under this Note without our prior written consent. We may assign or transfer all or a portion of this Note and the related documents to a third party or an affiliate. Our rights under this Note shall inure to the benefit of our successors and assigns and your obligations under this Note shall be binding upon your heirs, personal representatives and permitted assigns. 11. LIMITATION OF LIABILITY. OUR LIABILITY TO YOU UNDER THIS NOTE, IF ANY, SHALL BE LIMITED TO DIRECT, ACTUAL DAMAGES ONLY. YOU AGREE THAT IN NO EVENT SHALL WE BE LIABLE TO YOU FOR CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, SPECIAL OR INDIRECT DAMAGES. 12. GOVERNING LAW AND MISCELLANEOUS. Unless expressly provided otherwise in this Note, federal law and the laws of the state of Utah, as applicable, govern this Note. If any provision of this Note cannot be enforced, the rest of the provisions of this Note will stay in effect. No REPORT FOOTER aia amendment of this Note will be valid unless in writing and signed by both us and you. This Note represents the entire agreement between you and us regarding your loan. 13. ARBITRATION AGREEMENT PLEASE READ THE FOLLOWING ARBITRATION AGREEMENT CAREFULLY. UNLESS YOU REJECT THIS PROVISION AS PROVIDED BELOW, BECAUSE YOU AND WE HAVE AGREED TO ARBITRATE ALL DISPUTES, NEITHER OF US WILL HAVE THE RIGHT TO LITIGATE THAT DISPUTE IN COURT, OR TO HAVE AJURY TRIAL ON THAT DISPUTE, OR ENGAGE IN DISCOVERY EXCEPT AS PROVIDED FOR IN THE RULES OF THE ARBITRATOR, OR TO BRING OR PARTICIPATE IN ANY CLASS ACTION OR REPRESENTATIVE ACTION. tion of Thi Arbitration Agr ment. You may opt out of this Arbitration Provision for all purposes by sending an arbitration opt out notice to WebBank, c/o Upgrade, Inc., 275 Battery Street, 23rd Floor, San Francisco, CA 94111, Attention: Legal Department, which is received at the specified address within 30 days of the date of your electronic acceptance of the terms of this Note. Arbitration Agreement. You agree that any dispute between us (a "Dispute") shall be resolved exclusively by arbitration. A Dispute is any unresolved disagreement between us that arises out of or relates in any way to this Agreement, the loan or the relationship between you and us (including Upgrade and any assignee or holder of the loan). A Dispute also includes any disagreement about whether this arbitration agreement ("Arbitration Agreement") is enforceable or valid, the meaning of this Arbitration Agreement, and whethera disagreement is a "dispute" subject to binding arbitration as provided for in this Arbitration Agreement. However, in the event of a default, nothing in this Arbitration Agreement shall preclude us from exercising the lawful remedies of a creditor under applicable law, including, but not limited to set off. The scope of this Arbitration Agreement shall be given the broadest possible interpretation that is enforceable. Unless otherwise agreed to in writing by the parties to this Arbitration Agreement, the arbitration, including the selecting of the arbitrator, will be administered by the Judicial Alternatives and Mediation Services ("JAMS"), under its Streamlined Arbitration Rules (the "Rules") by a single neutral arbitrator agreed to by the parties within thirty (30) days of the commencement of the arbitration. In the event that the parties are not able to agree on an arbitrator within 30 days, one will be selected by JAMS. In the event that JAMS is not available to administer the arbitration, either of us may petition a court with jurisdiction to appoint an arbitrator. Notwithstanding the provisions of this Note specifying the governing law of this Note, the arbitration provisions of this Note will be governed exclusively by the Federal Arbitration Act (Title 9 of the U.S. Code). Either party may initiate the arbitration process by filing the necessary forms with JAMS. To learn more about arbitration, or to obtain a copy of the JAMS arbitration rules you can call JAMS at 1-800-352-5267 or review the materials on their website at www.jamsadr.com. In the case of a conflict between the rules of JAMS and this Arbitration Agreement, this Arbitration Agreement shall control. If you initiate the arbitration, you will be required to pay the first one hundred seventy-five dollars ($175) of any filing fee We will pay any filing fees in excess of one hundred seventy-five dollars ($175) and we will pay all of the arbitration fees and costs. If we initiate the arbitration, we will pay all of the filing fees and all of the arbitration fees and costs. We will each bear all of our own attorney's fees and costs except that you are entitled to recover your attorney's fees and costs if you prevail in the arbitration and the award you receive from the arbitrator is higher than our last written settlement offer, or if applicable law provides you a right to recover attorney's fees and costs. The arbitration shall be held in the federal judicial district where you reside. Disputes must be brought in the name of an individual person or entity and must proceed on an individual (non-class, non-representative) basis, and the arbitrator will not award relief for or against anyone who is not a Party. In the event the preceding sentence is deemed unenforceable for any reason by an arbitrator or a court of competent jurisdiction, such determination shall automatically render the remaining arbitration provisions (but not the jury trial waiver provisions) of this Section 13 unenforceable as to the affected dispute(s). Subject to the foregoing provisions regarding attorney's fees and costs, the arbitrator shall have the authority to award any legal or equitable remedy or relief that a court could order or grant under this Arbitration Agreement. The arbitrator, however, is not authorized to change or alter the terms of this Agreement or to make any award that would extend to any transaction other than yours. All statutes of limitations that are applicable to any dispute shall apply to any arbitration between us. BECAUSE YOU AND WE HAVE AGREED TO ARBITRATE ALL DISPUTES, NEITHER OF US@WILL HAVE THE RIGHT TO LITIGATE THAT DISPUTE IN COURT, OR TO HAVE A JURY@TRIAL ON THAT DISPUTE, OR ENGAGE IN DISCOVERY EXCEPT AS PROVIDED FOR IN@THE RULES OF THE ARBITRATOR, OR TO BRING OR PARTICIPATE IN ANY CLASS ACTION OR REPRESENTATIVE ACTION. 14. REGISTRATION OF LOAN OWNERS. You appoint Upgrade, Inc. as your authorized agent (in such capacity, the "Loan Registrar") to maintain a book-entry system (the "Register") for recording the owner of this Loan (the "Loan Owners"). The person or persons identified as the Loan Owners in the Register shall be deemed to be the owner(s) of this Loan for purposes of receiving payment of principal and interest on such Loan and for all other purposes. You acknowledge that the Loan Registrar maintains the only authoritative copy of this Loan. With respect to any transfer by a Loan Owner of its beneficial interest in this Loan, the right to payment of principal and interest on this Loan shall not be effective until the transfer is recorded in the Register. 15. MILITARY LENDING ACT DISCLOSURE. Federal law provides important protections to members of the Armed Forces and their dependents relating to extensions 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 credit insurance premiums; fees for REPORT FOOTER SHA 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 fees charged (other than certain participation fees for a credit card account). Your payment obligation is shown on the Truth in Lending Disclosure. Please 1(855) 511-7676 to have this disclosure provided to you orally. If you are a member of the Armed Forces or a dependent, certain terms of this Note prohibited under the Military Lending Act, including but not limited to the Arbitration Agreement contained in Section 13 above, will not apply to you. 16. ELECTRONIC TRANSACTIONS. THIS NOTE INCLUDES YOUR EXPRESS CONSENT TO ELECTRONIC TRANSACTIONS AND DISCLOSURES, WHICH CONSENT IS SET FORTH IN THE SEPARATE DOCUMENT TITLED, "ESIGN ACT CONSENT," THE TERMS OF WHICH ARE EXPRESSLY INCORPORATED HEREIN IN THEIR ENTIRETY. 17. STATE LAW NOTICES AND DISCLOSURES CALIFORNIA RESIDENTS ONLY: A married applicant may apply fora separate account. If Lender takes any adverse action as defined by Section 1785.3 of the California Civil Code and the adverse action is base, in whole orin party, on any information contained in a consumer credit report, Borrower has the right to obtain within 60 days a free copy of Borrower's consumer credit report from the consumer reporting agency who furnished the consumer credit report and from any other consumer credit reporting agency that complies and maintains files on consumers on a nationwide basis. CALIFORNIA and NEW YORK RESIDENTS: We may report information about your account to credit bureaus. Late payments, missed payments or other defaults on your account may be included your credit report. CALIFORNIA and UTAH RESIDENTS: You are hereby notified that a negative credit report reflecting on your credit record may be submitted to a credit reporting agency if you fail to fulfill the terms of your credit obligations. MAINE, NEW YORK and VERMONT RESIDENTS: A consumer credit report may be requested in connection with your application or in connection with updates, renewals or extensions of any credit granted as a result of your application. Upon your request, you will be informed whether or not such a report was requested and, if so, the name and address of the agency that furnished the report. MARYLAND RESIDENTS ONLY: Lender elects to make this loan pursuant to Subtitle 10 (Credit Grantor Closed End Credit provisions) of Title 12 of the Maryland Commercial Law Article only to the extent that such provisions are not inconsistent with Lender's authority under federal law (12 U.S.C. 85, 1463(g) or 1831(d) as appropriate) and related regulations and interpretations, which authority Lender expressly reserves. MASSACHUSETTS RESIDENTS ONLY: Massachusetts law prohibits discrimination based upon marital status or sexual orientation. MISSOURI AND NEBRASKA RESIDENTS ONLY: ORAL AGREEMENTS OR COMMITMENTS TO LOAN MONEY, EXTEND CREDIT OR TO FORBEAR FROM ENFORCING REPAYMENT OF A BEBT INCLUDING PROMISES TO EXTEND OR RENEW SUCH DEBT ARE NOT ENFORCEABLE. TO PROTECT YOU (BORROWER) AND US (LENDER) FROM MISUNDERSTANDING OR DISAPPOINTMENT, ANY AGREEMENTS WE REACH COVERING SUCH MATTERS ARE CONTAINED IN THIS WRITING, WHICH IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN US, EXCEPT AS WE MAY LATER AGREE IN WRITING TO MODIFY IT. OHIO RESIDENTS ONLY: Ohio anti-discrimination laws require creditors to make credit equally available to all creditworthy customers and that credit reporting agencies maintain separate credit histories on individuals upon request. The Ohio Civil Rights Commission administers these laws. MARRIED WISCONSIN RESIDENTS ONLY: No provision of any marital agreement, unilateral statement or court order applying to marital property will adversely affect a creditor's interest unless prior to the time credit is granted, the creditor is furnished with a copy of the agreement, statement or court order, or has actual knowledge of the provision. If you are married, by signing this Loan Agreement, you are confirming that this loan obligation is being incurred in the interest of your marriage and your family. If the loan for which you are applying is granted, you will notify the Lender if you have a spouse who needs to receive notification that credit has been extended to you. KANSAS and WISCONSIN RESIDENTS: NOTICE TO CUSTOMER: (A) DO NOT SIGN THIS AGREEMENT BEFORE YOU READ IT, EVEN IF OTHERWISE ADVISED; (B) DO NOT SIGN THIS IF IT CONTAINS ANY BLANK SPACES; (C) YOU ARE ENTITLED TO AN EXACT COPY OF ANY AGREEMENT YOU SIGN; AND (D) YOU HAVE THE RIGHT AT ANY TIME TO PAY IN ADVANCE OF THE UNPAID BALANCE DUE UNDER THIS AGREEMENT AND YOU MAY BE ENTITLED TO A PARTIAL REFUND OF THE FINANCE CHARGE. Louis Howard Ms: BY: UPGRADE, INC. ATTORNEY-IN-FACT FOR Louis Howard (Signed Electronically) REPORT FOOTER AGA EXHIBIT “B” EXHIBIT A BILL OF SALE For value received and pursuant to the terms and conditions of the Purchase and Sale Agreement dated November 22, 2019, Upgrade, Inc., as “Initial Seller”, and on behalfof Additional Sellers as “Servicer”) hereby assigns effective as of November 22, 2019 (the “Closing Date”) all rights, title and interest in and to those certain charged-off loans and all rclated receivables, judgments or evidences of debt described in Schedule 1 attached hercto and made part hereof for all purposes to Velocity Investments, LLC (“Purchaser”). Pursuant to the foregoing assignment, the Initial Scller stipulates that the Purchaser may be substituted for the Initial Seller, or Additional Seller, as applicable, as the valid owner of the Accounts and hereby waives any notice or hearing requirements imposed by Bankruptcy Rule 3001 (e) (2) or otherwise. UPGRADE, INC., as INITIAL SELLER vl UPGRADBR, INGA. of be) f of ADDITIONAL SELLER identified on Schedule I By pae:_ _(/2e[re Title: Deca.