Last updated September 21, 2023.
Please read this Borrower Agreement carefully and print or save a copy for future reference.
This Borrower Agreement is between you ("you" and "your" mean you and each and every other borrower, including any joint applicant/co-borrower, who is obtaining a loan from us) and LendingClub Bank, National Association ("we," "us," "our," and "LendingClub"). If you request a loan from us, and if that request results in a loan that is approved and funded, then your loan will be governed by the terms of this Borrower Agreement and the Loan Agreement and Promissory Note, which is attached to this Borrower Agreement as Exhibit A (the "Loan Agreement"), as may be revised from time to time. The version of the Loan Agreement in effect when you make a loan request will apply to any loan made in response to that request, and any separate loan would be governed by the version of the Loan Agreement then in effect. By consenting to this Borrower Agreement, you are also agreeing to the Loan Agreement and authorizing us to complete the Loan Agreement as necessary to facilitate your loan request. This Borrower Agreement will terminate if your loan request is cancelled, withdrawn, or declined.
BY ELECTRONICALLY SIGNING THIS BORROWER AGREEMENT, YOU HAVE SIGNIFIED YOUR AGREEMENT TO THESE TERMS.
1. Loan Terms. Your loan will have a principal balance in the amount set forth in the final Truth in Lending disclosure ("TIL Disclosure") and Loan Agreement corresponding to your loan. You agree and acknowledge that any preliminary loan disclosures made to you prior to the disbursement of loan proceeds may be revised based on the actual, initial principal balance of the loan. All loans are unsecured, fully-amortizing, closed-end loans for the term stated in your TIL Disclosure and Loan Agreement. Your obligations, including your obligation to repay principal and interest, are set forth in the TIL Disclosure and the Loan Agreement. Other fees and terms of the loan will also be set forth in the Loan Agreement. All payments are to be applied to your obligations as we determine in our sole discretion, except to the extent applicable law requires that we apply payments in a specific manner.
2. Limited Power of Attorney Grant. As a condition to receiving a loan from us, you hereby grant to us a limited power of attorney ("Power of Attorney") and appoint us as your true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution, for you and in your name, place and stead, in any and all capacities, to:
Complete and execute the Loan Agreement(s) in the form attached as Exhibit A that reflect the accepted terms set forth in each of your final TIL Disclosure(s) as such may be posted in response to your loan request(s) in the online account you have established, or will establish, with us ("Online Account");
Agree to any changes necessary to correct any errors or omissions in any Loan Agreement(s) before or after execution; provided that notice is given to you; and
Otherwise act with full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection with the exercise of such other powers above as fully to all intents and purposes as you might or could do in person.
This Power of Attorney is limited solely to the purpose described above and will expire automatically upon the termination of this Borrower Agreement. You may revoke this Power of Attorney by contacting us at support@lendingclub.com or calling 888-596-3157 and cancelling your loan request; provided, however, if a loan request has been approved you must provide such notice before the loan proceeds are transferred to a Designated Account and before the Loan Agreement is executed on your behalf. The performance of any of the foregoing acts by us on your behalf will occur in the State of Utah. Once the Loan Agreement is signed by us or our designee acting as your attorney-in-fact, it is deemed executed on your behalf and shall be your valid and binding obligation thereafter.
3. Loan Consummation. YOU AGREE AND ACKNOWLEDGE THAT YOU ARE NOT OBLIGATED UNDER THE TERMS OF THE LOAN AGREEMENT, AND THE LOAN TRANSACTION BETWEEN YOU AND US IS NOT COMPLETED (I.E., CONSUMMATED), UNTIL YOUR LOAN HAS BEEN FUNDED. YOU ACKNOWLEDGE THAT WE ARE MATERIALLY RELYING UPON THIS UNDERSTANDING IN UNDERTAKING THE POTENTIAL ISSUANCE OF YOUR LOAN.
4. Information for Members of the Armed Forces and their Dependents. 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 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). If you are a member of the Armed Forces, or a dependent of a member of the Armed Forces, you may call (844) 538-6754 to hear the preceding statement and certain payment-related information.
5. Use of Loan Proceeds. You agree that you will not use any loan proceeds: (i) to fund any post-secondary educational expenses, including, but not limited to, tuition, fees, books, supplies, miscellaneous educational expenses, or room and board; (ii) to fund any illegal activity or any other activity or use not otherwise allowed under this Borrower Agreement or the terms applicable to any products or services that we offer (each, a "Service"), including but not limited to all LendingClub websites and the subdomains thereof (collectively, the "Site") and the group of financial service technologies that LendingClub or any of its affiliates have developed to enable the services we facilitate or provide (collectively, the "LC Platform"); (iii) for the purpose of purchasing or carrying any securities; or (iv) for the purpose of investing, trading, or speculating in any currencies, including without limitation cryptocurrencies or digital currencies or any futures or derivatives thereof. You further acknowledge and agree that we may rely without independent verification on the accuracy, authenticity, and completeness of all information you provide to us and all representations you make to us.
6. Joint and Several Liability. The liability of any joint applicant/co-borrower under this Borrower Agreement and under the Loan Agreement is in addition to and not in lieu of the obligations of the primary borrower. The joint applicant/co-borrower agrees to abide by the terms and conditions of this Borrower Agreement, the Loan Agreement, and any other agreements and documents provided or executed as part of the loan application process, as if an original signatory.
We (and our designees, successors, and assigns) have sole discretion to proceed, at any time, against any party responsible under this Borrower Agreement. Further, we (and our designees, successors, and assigns) can accept instructions from either you or the joint applicant/co-borrower, and can provide any notice or disclosure to either you or the joint applicant/co-borrower, which shall be binding on and deemed simultaneously received by each.
7. Consent for Communications. You expressly consent and agree to receive communications (including but not limited to prerecorded or artificial voice message calls, text messages, and calls made by an automatic telephone dialing system) from us, our affiliates, successors and assigns, and designated third-party service providers acting on our behalf, regarding any loan or account application that you submit or attempt to submit to us, any loan that you obtain from or through us, and any account that you establish with us, at any telephone number that you provide to us or that we can reasonably associate with you (through skip trace, caller ID capture or other means), now and in the future, including cellular telephone numbers. You agree to notify us if any telephone number associated with any such application, loan, or account, changes or is reassigned to a new subscriber. You certify that you are authorized to provide this consent because you are either the subscriber of the telephone number you provide or a non-subscriber customary user with authority to provide this consent. Standard communication rates, fees, and charges from your telephone service provider may apply. You agree that we may monitor and record any communications between you and us for quality assurance and other permitted business purposes. You understand and agree that we may always communicate with you in any manner allowed by law that does not require your consent.
8. Assignment; Servicing; Registration. We may sell, assign, or transfer this Borrower Agreement and the Loan Agreement, or any of our rights under this Borrower Agreement or the Loan Agreement, in whole or in part at any time. You understand, acknowledge and agree that a third-party assignee may further sell, assign or transfer your Loan Agreement and all associated documents and information related to the Loan Agreement, in whole or in part at any time, without your consent or notice to you (subject to applicable law and the registration requirement below). You further understand and agree that we and any assignee of the Loan Agreement may share account information with any servicer or sub-servicer. You may not assign, transfer, sublicense or otherwise delegate your rights or obligations under this Borrower Agreement or any Loan Agreement to another person without our prior written consent. Any such assignment, transfer, sublicense or delegation in violation of this section 8 shall be null and void. Subject to applicable law, we may delegate servicing of any loan you obtain to another entity in our sole discretion without notice, and any subsequent holder of the Loan Agreement may act as servicer of any loan that you obtain, and may delegate servicing to another entity in its sole discretion without notice.
You hereby appoint us as your agent (in such capacity, the "Note Registrar") for the purpose of maintaining a book-entry system (the "Register") for recording the names and addresses of any owner of beneficial interests in this Note (the "Note Owners") and the principal amounts and interest on this Note owing to each pursuant to the terms hereof from time to time. The person or persons identified as the Note Owners in the Register shall be treated as the owner(s) of this Note for purposes of receiving payment of principal and interest on such Note and for all other purposes. With respect to any transfer by a Note Owner of its beneficial interest in this Note, the right to payment of principal and interest on this Note shall not be effective until the transfer is recorded in the Register.
9. Entire Agreement. This Borrower Agreement, together with any corresponding Loan Agreement, the Application Terms and Conditions, any other document provided or executed as part of the loan application process, represent the entire agreement between you and us regarding the subject matter hereof and supersede all prior or contemporaneous communications, promises and proposals, whether oral, written or electronic, between you and us with respect to your loan request and loan.
10. Electronic Transactions. THIS BORROWER AGREEMENT IS FULLY SUBJECT TO YOUR CONSENT TO ELECTRONIC TRANSACTIONS AND DISCLOSURES.
11. Notices. Unless we state otherwise in this Borrower Agreement, all notices to be provided to us under this Borrower Agreement must be sent to us at LendingClub Bank, N.A., 595 Market Street, Suite 200, San Francisco, California 94105, Attention: Legal Department. All notices and other communications from us to you hereunder may be given by email to your registered email address or posted in your Online Account, and shall be deemed to have been duly given and effective upon transmission. You acknowledge that you have control of such email account and your Online Account, and that communications from us may contain sensitive, confidential, and collections-related communications. If your registered email address changes, you must notify us of the change by sending an email to support@lendingclub.com or calling 888-596-3157. You also agree to update your registered residence address and telephone number if they change, which you may do in your Online Account. You acknowledge and agree that, if your loan is assigned, you must notify your loan servicer of any changes to your contact information.
12. NO WARRANTIES. EXCEPT AS EXPRESSLY SET FORTH IN THIS BORROWER AGREEMENT, WE MAKE NO REPRESENTATIONS OR WARRANTIES TO YOU, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
13. LIMITATION ON LIABILITY. IN NO EVENT SHALL WE BE LIABLE TO YOU FOR ANY LOST PROFITS OR SPECIAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHERMORE, WE MAKE NO REPRESENTATION OR WARRANTY TO YOU REGARDING THE EFFECT THAT THIS BORROWER AGREEMENT MAY HAVE UPON YOUR FOREIGN, FEDERAL, STATE OR LOCAL TAX LIABILITY.
14. Controlling Law. We are located in the State of Utah, this Borrower Agreement is entered into in the State of Utah and is a contract made under the law of the State of Utah, and funds for loans are disbursed from the State of Utah. The provisions of this Borrower Agreement will be governed by Federal laws and the laws of the State of Utah to the extent not preempted, without regard to any principle of conflicts of laws that would require or permit the application of the laws of any other jurisdiction.
15. Miscellaneous. The parties acknowledge that there are no third-party beneficiaries to this Borrower Agreement. Any waiver of a breach of any provision of this Borrower Agreement will not be a waiver of any other subsequent breach. Failure or delay by either party to enforce any term or condition of this Borrower Agreement will not constitute a waiver of such term or condition. Without limiting the foregoing, we may extend the time to make a payment without extending the time to make other payments, accept late or partial payments without waiving our right to have future payments made when they are due, or waive any fee without losing the right to impose that fee when due in the future. If at any time after the date of this Borrower Agreement, any of the provisions of this Borrower Agreement shall be held by any court of competent jurisdiction to be illegal, void or unenforceable, such provision shall be of no force and effect, but the illegality and unenforceability of such provision shall have no effect upon and shall not impair the enforceability of any other provisions of this Borrower Agreement. The headings in this Borrower Agreement are for reference purposes only and shall not affect the interpretation of this Borrower Agreement in any way. You acknowledge and agree that this Borrower Agreement, including Section 16 below, shall apply to any assignee or subsequent holder of the loan.
16. Arbitration Agreement. RESOLUTION OF DISPUTES: PLEASE READ THIS PROVISION CAREFULLY. IT AFFECTS YOUR RIGHTS AND WILL IMPACT HOW LEGAL CLAIMS YOU AND WE HAVE AGAINST EACH OTHER ARE RESOLVED, IF YOU DO NOT OPT OUT OF THIS ARBITRATION AGREEMENT AS PROVIDED IN SECTION 16(b) BELOW. IF YOU ARE A "COVERED BORROWER" AS DEFINED BY THE MILITARY LENDING ACT (32 C.F.R. § 232, AS AMENDED FROM TIME TO TIME), THIS SECTION 16 (ARBITRATION AGREEMENT) IS NOT APPLICABLE TO YOU AND YOU DO NOT NEED TO TAKE FURTHER ACTION TO OPT OUT. FOR PURPOSES OF THIS SECTION 16 (ARBITRATION AGREEMENT), THE TERMS "WE," "US," AND "OUR" INCLUDE LENDINGCLUB BANK, NATIONAL ASSOCIATION, LENDINGCLUB CORPORATION, AND/OR THEIR RESPECTIVE AFFILIATES, RELATED PERSONS OR ENTITIES, AND ANY PREDECESSORS AND SUCCESSORS IN INTEREST; ANY SUBSEQUENT HOLDER OF ANY LOAN YOU OBTAIN; AND ANY ASSIGNEE OF ANY CORRESPONDING LOAN AGREEMENT. YOU AND WE ACKNOWLEDGE THAT WE AND YOU HAVE A RIGHT TO LITIGATE CLAIMS IN COURT BEFORE A JUDGE OR JURY, BUT WILL NOT HAVE THAT RIGHT IF EITHER WE OR YOU ELECTS TO HAVE A DISPUTE DECIDED THROUGH ARBITRATION PURSUANT TO THIS ARBITRATION AGREEMENT. YOU AND WE NEVERTHELESS HEREBY KNOWINGLY AND VOLUNTARILY WAIVE OUR RIGHTS TO LITIGATE CLAIMS IN A COURT BEFORE A JUDGE OR JURY UPON ELECTION OF ARBITRATION BY EITHER YOU OR US.
You and We Agree to Arbitrate Disputes Between Us. Either you or we may, at either's sole election, require that the sole and exclusive forum for resolution of a Claim be final and binding arbitration pursuant to this Section 16 ("Arbitration Agreement"), unless you opt out as provided in Section 16(b) below. We agree not to invoke our right to arbitrate an individual Claim you may bring in small claims court, so long as the Claim remains in such court and advances only on an individual (non-class, non-representative) basis and seeks relief only applicable to you.
As used in this Arbitration Agreement, "Claim" shall include any past, present, or future claim, dispute, or controversy involving you (or persons claiming through or connected with you), on the one hand, and us (or persons claiming through or connected with us), on the other hand, relating to or arising out of the Borrower Agreement, the Loan Agreement, any Service (including but not limited to the Site and the LC Platform), any loan application, loan request, or loan, and/or the activities or relationships that involve, lead to, or result from any of the foregoing. Claims are subject to arbitration regardless of whether they arise from contract, tort (intentional or otherwise), a constitution, statute, common law, principles of equity, or any other legal theory. Claims include matters arising as initial claims, counter-claims, cross-claims, third-party claims, or otherwise. The scope of this Arbitration Agreement is to be given the broadest possible interpretation that is enforceable. Your agreement to the Borrower Agreement is made pursuant to a transaction in interstate commerce, and thus the Federal Arbitration Act, 9 U.S.C. § 1, et seq., governs the interpretation and enforcement of this Arbitration Agreement.
Opt Out Procedure. You may opt out of this Arbitration Agreement for all purposes by sending an arbitration opt-out notice to LendingClub Bank, N.A., 595 Market Street, Suite 200, San Francisco, California 94105, Attention: Legal Department, which is received at the specified address within 30 days of the date of your electronic acceptance of the Borrower Agreement. The opt-out notice must clearly state that you are rejecting arbitration; identify the Borrower Agreement to which it applies by date; provide your name, address, and social security number; and be signed by you. You may send an opt-out notice by mail, delivery service (e.g., UPS, FedEx), or courier as long as it is received at the specified address within the specified time. No other methods can be used to opt out of this Arbitration Agreement. If the opt-out notice is sent on your behalf by a third party, such third party must include evidence of his or her authority to submit the opt-out notice on your behalf. If you opt out of this Arbitration Agreement, all other parts of the Borrower Agreement will continue to apply.
Pre-Arbitration Notice of Dispute. If a Claim arises, our goal is to learn about and address your concerns and, if we are unable to do so to your satisfaction, to provide you with a neutral and cost-effective means of resolving the dispute quickly. Before filing any claim in arbitration, you may notify us of a Claim or dispute you may have by sending an email to customeradvocacy@lendingclub.com at any time, or by calling (888) 596-3157 from Mon-Fri 6:00 AM to 5:00 PM PT and Sat 8:00 AM to 5:00 PM PT.
Arbitration Procedures. Arbitration is more informal than a lawsuit in court. Arbitration uses a neutral arbitrator or arbitrators instead of a judge or jury, and court review of an arbitration award is very limited. The arbitrator(s) can award the same damages or other types of relief on an individual basis that a court could under applicable law, subject to the limitations set forth in this Arbitration Agreement. All issues are for the arbitrator(s) to decide, except issues relating to arbitrability, the scope or enforceability of this Arbitration Agreement, or the interpretation or enforceability of Section 16(f) below (Prohibition of Class and Representative Actions and Non-Individualized Relief) shall be for a court of competent jurisdiction to decide.
The party initiating arbitration shall do so with the American Arbitration Association (the "AAA") or JAMS. The arbitration shall be conducted according to, and the location of the arbitration shall be determined in accordance with, the rules and policies of the administrator selected, except to the extent such rules or policies conflict with this Arbitration Agreement or any countervailing applicable law. If you have any questions concerning the AAA or would like to obtain a copy of the AAA arbitration rules, you may call 1(800) 778-7879 or visit the AAA's web site at: www.adr.org. If you have any questions concerning JAMS or would like to obtain a copy of the JAMS arbitration rules, you may call 1(800) 352-5267 or visit JAMS's web site at: www.jamsadr.com. In the case of a conflict between the rules and policies of the administrator and this Arbitration Agreement, this Arbitration Agreement shall control, subject to countervailing applicable law, unless all parties to the arbitration consent to have the rules and policies of the administrator apply. If the value of the relief sought is $10,000 or less, you or we may elect to have the arbitration conducted by telephone or based solely on written submissions, which election shall be binding on you and us subject to the discretion of the arbitrator(s) to require an in-person hearing, if the circumstances warrant. Attendance at an in-person hearing may be made by telephone by you and/or us, unless the arbitrator(s) requires otherwise. Except to the extent preempted, superseded, or supplemented by Federal law, the arbitrator(s) will apply the substantive law of the State of Utah, without regard to principles of conflicts of law, to any dispute or Claim in arbitration, including recognized principles of equity, and will honor all claims of privilege recognized by law. The arbitrator shall take steps to reasonably protect confidential information. The award of the arbitrator(s) shall be final and binding, and judgment on the award may be entered in any court of competent jurisdiction.
Costs of Arbitration. If we elect arbitration, we shall pay all the administrator's filing costs and administrative fees (other than hearing fees). If you elect arbitration, filing costs and administrative fees (other than hearing fees) shall be paid in accordance with the rules of the administrator selected, or in accordance with countervailing applicable law, if contrary to the administrator's rules. We shall pay the administrator's hearing fees for up to one full day of arbitration hearings. Fees for hearings that exceed one day will be paid by the party requesting the hearing, unless the administrator's rules or applicable law require otherwise, you request that we pay them and we agree to do so, or you are able to demonstrate to the arbitrator(s) that the costs of accessing arbitration will be prohibitive as compared to the costs of accessing a court for purposes of pursuing litigation on an individual basis. Each party shall bear the expense of its own attorneys' fees, except as otherwise provided by countervailing applicable law.
Prohibition of Class and Representative Actions and Non-Individualized Relief. NO ARBITRATION SHALL PROCEED ON A CLASS, REPRESENTATIVE, OR COLLECTIVE BASIS (INCLUDING AS A PRIVATE ATTORNEY GENERAL ACTION ON BEHALF OF OTHERS), EVEN IF THE CLAIM OR CLAIMS THAT ARE THE SUBJECT OF THE ARBITRATION HAD PREVIOUSLY BEEN ASSERTED OR COULD HAVE BEEN ASSERTED IN COURT ON A PURPORTED CLASS, REPRESENTATIVE, OR COLLECTIVE BASIS. YOU AND WE ALSO AGREE NOT TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION AGAINST US OR YOU. UNLESS CONSENTED TO IN WRITING BY ALL PARTIES TO THE ARBITRATION: (1) NO PARTY TO THE ARBITRATION MAY JOIN, CONSOLIDATE, OR OTHERWISE BRING CLAIMS FOR OR ON BEHALF OF TWO OR MORE INDIVIDUALS OR ENTITIES IN THE SAME ARBITRATION UNLESS THOSE PERSONS OR ENTITIES ARE PARTIES TO A SINGLE TRANSACTION, AND (2) AN AWARD IN ARBITRATION SHALL DETERMINE THE RIGHTS AND OBLIGATIONS OF THE NAMED PARTIES ONLY, AND ONLY WITH RESPECT TO THE CLAIMS IN ARBITRATION, AND SHALL NOT (A) DETERMINE THE RIGHTS, OBLIGATIONS, OR INTERESTS OF ANYONE OTHER THAN A NAMED PARTY, OR RESOLVE ANY CLAIM OF ANYONE OTHER THAN A NAMED PARTY; NOR (B) MAKE AN AWARD FOR THE BENEFIT OF, OR AGAINST, ANYONE OTHER THAN A NAMED PARTY. NO ADMINISTRATOR OR ARBITRATOR SHALL HAVE THE POWER OR AUTHORITY TO WAIVE, MODIFY, OR FAIL TO ENFORCE THIS SECTION 16(F), AND ANY ATTEMPT TO DO SO, WHETHER BY RULE, POLICY, ARBITRATION DECISION OR OTHERWISE, SHALL BE INVALID AND UNENFORCEABLE. ANY CHALLENGE TO THE VALIDITY OF THIS SECTION 16(F) SHALL BE DETERMINED EXCLUSIVELY BY A COURT OF COMPETENT JURISDICTION AND NOT BY THE ADMINISTRATOR OR ANY ARBITRATOR.
Survival and Severability. This Arbitration Agreement shall survive (i) the suspension, termination, revocation, closure of, or amendments to, the Borrower Agreement, Loan Agreement, and/or the relationship between you and us; (ii) the bankruptcy or insolvency of you or us or any other person; and (iii) any transfer or assignment of any loan or Loan Agreement(s) or any other promissory note(s) which you owe, or any amounts owed on such loans or notes, to any other person or entity.
If any portion of this Arbitration Agreement other than Section 16(f) is deemed invalid or unenforceable, the remaining portions of this Arbitration Agreement shall nevertheless remain valid and in force. If a court decides that any of the provisions of Section 16(f) above is invalid or unenforceable because it would prevent the exercise of a nonwaivable right to pursue public injunctive relief and that decision is not overturned after any rights to appeal are exhausted, then any dispute regarding the entitlement to such relief (and only that form of relief) must be severed from arbitration and may be litigated in court. Also, if a court decides that any of the provisions of Section 16(f) above is invalid or unenforceable for any other reason and that decision is not overturned after any rights to appeal are exhausted, then any dispute or Claim that may not be arbitrated in accordance with the provisions of Section 16(f) that are held to be invalid or unenforceable must be severed from arbitration and may be litigated in court. For the sake of clarity, in no event shall any court decision finding a provision of Section 16(f) invalid or unenforceable be deemed to authorize an arbitrator to determine Claims or make awards beyond those authorized in this Arbitration Agreement.
IN OUR SOLE DISCRETION, WE MAY TERMINATE THIS BORROWER AGREEMENT, AND ANY RELATED LOAN AGREEMENT, FOR ANY REASON PRIOR TO THE FUNDING OF YOUR LOAN.
Exhibit A
TopUp Loan Agreement and Promissory Note
Borrower Member ID: _____________________________________________________________
$_______________
_____________, 20_
In this TopUp Loan Agreement and Promissory Note (the "Note"), the word "Borrower" refers to each borrower and joint applicant/co-borrower named above or otherwise obligated under this Note. The word "Lender" refers to LendingClub Bank, National Association, and any subsequent holder of this Note. For value received, Borrower promises to pay to the order of Lender the principal sum of ________________ ($_________) Dollars with interest as set forth below. Borrower intends to be legally bound by this Note. Borrower has read, understood, and agreed to all of the terms of this Note.
Interest Rate. This Note bears interest during each calendar month from the date hereof until paid in full, at a fixed rate of ______ (%) per annum (the "Interest Rate"). Interest will begin to accrue as of the date the loan proceeds are disbursed. After maturity, the unpaid balance of the principal will earn interest at the same fixed rate.
Interest Calculation Method. Interest is calculated daily on the basis of a 360-day year with 12 months each of which is 30 days (or 30/360) long, regardless if a month has more or fewer than 30 days. This Note shall bear interest on any overdue installment of principal and, to the extent permitted by applicable law, on any overdue installment of interest, at the Interest Rate as calculated above.
Payments. Principal and interest are to be paid during and throughout the period of ________ months in the following manner:
Payments of principal and interest in the amount of ________________ ($______) Dollars are to be made by Borrower to Lender commencing _____________, 20_, and on the same day of each successive month thereafter until __________, 20__, when the full amount of unpaid principal, together with unpaid accrued interest is due and payable. If the monthly anniversary is on the 29th, 30th, or 31st of the month, and the following month does not have a 29th, 30th, or 31st day, the monthly payment will be due on the last day of the month in which the payment was due.
Borrower's last payment might be of a different amount, which could be higher than the monthly installment amounts, to adjust for rounding and/or due to calculation of daily interest charges in certain instances such as a payment due date change or Borrower making a payment after the payment due date. If any late charges or other fees and charges due to Lender have not been paid, as described further below, Borrower will also owe Lender additional amounts for those fees and charges. In such cases, the amount of the last monthly payment will be adjusted by the amount necessary to repay the loan in full.
Borrower must pay Lender in U.S. dollars using a check or electronic debit that is drawn on and honored by a bank in the United States. Borrower may not make payments in cash. Borrower agrees that Lender can accept late or partial payments, or payments marked "paid in full" or other restrictive endorsements, without losing its rights.
Borrower may have designated an account from which to pay the amount of each payment due on each due date by ACH transfer. Borrower acknowledges that such authorization is assignable by Lender or any subsequent holder of the Note in the event that Lender or any subsequent holder of the Note sells, assigns, or transfers any interest in this Note.
Loan proceeds may be disbursed into a deposit account designated by Borrower and held by or for the benefit of Borrower ("Designated Borrower Account") or, for the purpose of satisfying in whole or in part a debt obligation of Borrower, to an account held by or for the benefit of a third-party creditor designated by Borrower ("Designated Creditor Account"). Borrower is responsible for ensuring that all names and account, routing or other similar information provided by Borrower to Lender for any Designated Borrower Accounts or Designated Creditor Accounts (collectively, "Designated Accounts") are accurate and complete. Borrower agrees to hold Lender and any subsequent holder of the Note harmless for any alleged or actual loss, claim, fee or other damage or expense Borrower may suffer related to the failure of a Designated Account to receive such proceeds if such failure was the result (directly or indirectly) of any error in any name or account, routing or other similar information provided by Borrower to Lender. Borrower acknowledges that neither Lender nor any subsequent holder of the Note has any obligation to confirm or investigate the accuracy or completeness of the information Borrower has provided. Borrower further agrees that, if loan proceeds are rejected by any Designated Creditor Account, Lender may deliver loan proceeds into any Designated Borrower Account to satisfy Lender's obligation of loan proceed delivery. In all events under this section, interest will begin to accrue as of the date of issuance of the loan and not upon the actual receipt of proceeds by Borrower or any other designated third party, except that no interest will be due to the extent this Note is canceled as set forth in the Borrower Agreement. If Lender is unable to deliver any loan proceeds to any Designated Account after 14 days from the initial delivery attempt, the loan will be canceled and Borrower will not owe any interest on the loan. For avoidance of doubt, if partial loan proceeds (any amount above $0) are delivered to any Designated Account, then the loan will not be canceled. If Lender is only able to deliver partial loan proceeds to any Designated Account after 14 days, Lender will apply the undelivered portion to the outstanding balance in accordance with its normal payment application procedures.
If Borrower elects to make payments by check, Borrower must send the check either by regular mail or by overnight mail or UPS delivery to Lockbox Services - #134268, LendingClub Corporation, 3440 Flair Dr., El Monte, CA 91731 or to the address designated by any subsequent holder of the Note. If the loan is assigned, Borrower must make payments to the address provided by the assignee.
Borrower's payment method and any necessary authorization do not affect its obligation to pay when due all amounts payable on the Note, whether or not there are sufficient funds in the applicable deposit account. The foregoing authorization is in addition to, and not in limitation of, any rights of setoff Lender may have.
Origination fee. If this loan is subject to an origination fee, such fee is deducted from the loan proceeds and paid to the Lender. Any origination fee of 5% or less of the initial loan amount is not refundable regardless of when, or if, the loan is paid in full. Any origination fee amount in excess of 5% of the initial loan amount is refundable on a prorated basis over the term of the loan when and if the loan is paid in full prior to its maturity date. A partial pre-payment will not result in the refund of any origination fee amount. Borrower acknowledges that the origination fee is considered part of the principal of Borrower's loan and is subject to the accrual of interest.
Insufficient funds fee. If a payment is returned, dishonored, or fails due to insufficient funds in the deposit account Borrower has designated for making payments, Borrower will be charged a fee of $15, to the extent permitted by applicable law. An insufficient funds fee may be assessed no more than once for a single failed payment. Lender may, at its option, choose to resubmit such payments. In addition to the fee assessed under this Note, a fee may be assessed by the depository institution at which Borrower's deposit account is held.
Late fee. If any part of a payment, other than a late fee assessed on a prior monthly payment, is more than 15 days late, a late fee may be charged in an amount equal to the greater of 5% of the outstanding payment or $15, to the extent permitted by applicable law. Only one late fee will be charged on each late payment. Any payment received after 11:00 A.M., Mountain Time, on a banking day may deemed received on the next succeeding banking day.
Prepayments and Partial Payments. Borrower may prepay this loan or make any payment early, in whole or in part, without penalty or premium at any time. Any partial prepayment will be credited against the loan balance as described in the Payments section above. Any partial prepayment does not postpone the due date of any monthly payment, unless expressly agreed to in writing. If Borrower prepays this Note in part, Borrower agrees to continue to make regularly scheduled payments until all amounts due under this Note are paid. Any regularly scheduled monthly installment of principal and interest that is received by Lender before the date it is due shall be deemed to have been received on the due date solely for the purpose of calculating interest due. Lender may extend the time to make a payment without extending the time to make other payments, accept late or partial payments without waiving Lender's right to have future payments made when they are due, or waive any fee without losing the right to impose that fee when due in the future.
Use of Funds. Borrower certifies that the proceeds of the loan will not be used for the purpose of purchasing or carrying any securities or to fund any illegal activity, or to fund any post-secondary educational expenses, including, but not limited to, tuition, fees, books, supplies, miscellaneous educational expenses, or room and board.
Default. Borrower will be deemed in default (each, an "Event of Default") of Borrower's obligations under this Note if Borrower: (1) fails to pay timely any amount due on the loan; (2) files or has instituted against it or any joint applicant/co-borrower any bankruptcy or insolvency proceedings or make any assignment for the benefit of creditors; (3) commits fraud or makes any material misrepresentation in this Note, the Borrower Agreement or in any other documents, applications or related materials delivered to Lender in connection with its loan, or (4) has breached or otherwise fails to abide by the terms of this Note or the Borrower Agreement. Upon the occurrence of an Event of Default, Lender may exercise all remedies available under applicable law and this Note, including without limitation, accelerate all amounts owed on this Note and demand that Borrower immediately pay such amounts.
Information Furnished to Credit Bureaus. Lender may report information about Borrower's account to credit bureaus. Should there be more than one Borrower, Lender may report that loan account to the credit bureaus in the names of all Borrowers. Late payments, missed payments, or other defaults on an account may be reflected in Borrower's credit report. Borrower agrees to pay all costs of collecting any delinquent payments, including reasonable attorneys' fees, as permitted by applicable law.
Joint and Several Liability. The liability of any joint applicant/co-borrower to repay in full this loan is in addition to and not in lieu of the obligations of the primary Borrower to repay the loan in full. The joint applicant/co-borrower agrees to abide by the terms and conditions of this Note or any other agreements or documents provided or executed as part of the loan application process, as if an original signatory. Lender and its designees, successors, and assigns have sole discretion to proceed against any party responsible under this Note to recover all the amounts due under this Note. Further, Lender and its designees, successors, and assigns can accept instructions from either Borrower or the joint applicant/co-borrower, and can provide any notice or disclosure to either Borrower or the joint applicant/co-borrower, which shall be binding on and deemed simultaneously received by each.
Loan Charges. If a law that applies to the Loan and sets maximum loan charges is finally interpreted so that the interest or other loan charges collected or to be collected in connection with the Loan exceed the permitted limits, then: (a) any such loan charge shall be reduced by the amount necessary to reduce the charge to the permitted limit; and (b) any sums already collected from Borrower that exceeded permitted limits will be refunded to Borrower. Lender may choose to make this refund by reducing the principal owed under this Note or by making a direct payment to Borrower.
Electronic Transactions. BORROWER EXPRESSLY AGREES THAT THE NOTE IS A "TRANSFERABLE RECORD" FOR ALL PURPOSES UNDER THE ELECTRONIC SIGNATURES IN GLOBAL AND NATIONAL COMMERCE ACT AND THE UNIFORM ELECTRONIC TRANSACTIONS ACT.
Registration of Note Owners. Borrower has appointed Lender as its agent (in such capacity, the "Note Registrar") for the purpose of maintaining a book-entry system (the "Register") for recording the names and addresses of any future owner of beneficial interests in this Note (the "Note Owners") and the principal amounts and interest on this Note owing to each pursuant to the terms hereof from time to time. The person or persons identified as the Note Owners in the Register shall be treated as the owner(s) of this Note for purposes of receiving payment of principal and interest on such Note and for all other purposes. With respect to any transfer by a Note Owner of its beneficial interest in this Note, the right to payment of principal and interest on this Note shall not be effective until the transfer is recorded in the Register.
Miscellaneous. Lender may, without notice to Borrower, assign all of its right, title and interest (or any portion thereof) in this Note to any other third party. Borrower understands, acknowledges and agrees that any assignee may sell, assign or transfer the Note and all associated documents and information related to the Note without Borrower's consent or delivery of notice (subject in each case to the registration requirement above). Borrower may not assign this Note without the prior written consent of Lender. This Note inures to the benefit of successors, permitted assigns, heirs and representatives of Borrower and Lender.
Borrower hereby waives demand, notice of non-payment, protest, and all other notices or demands whatsoever, and hereby consents that without notice to and without releasing the liability of any party, the obligations evidenced by this Note may from time to time, in whole or part, be renewed, extended, modified, accelerated, compromised, settled, canceled (as provided for in the Borrower Agreement) or released by Lender.
Borrower shall pay any and all government fees and taxes (including but not limited to stamp and documentary taxes) incurred in connection with the execution of this Note, the Borrower Agreement, or any other documents associated with the loan. Lender may choose, in its sole discretion, to collect from and remit on behalf of Borrower the amount of any such fees and taxes, and to add such amount to the principal balance of the loan. Amounts paid to others on Borrower's behalf in connection with loan origination are shown in the Truth in Lending disclosure corresponding to the loan.
Any changes to this Note must be in writing signed by Borrower and Lender. Notices will be provided electronically to Borrower's account, unless Borrower has opted out of electronic delivery and then will be mailed to the addresses then on record. Notwithstanding the foregoing, Lender may correct any clerical error or omissions in this Note or in any related document. Lender will notify Borrower promptly of any such errors and the correction made promptly upon discovery. Borrower agrees that such correction will be effective as of the original date of this Note. Examples of clerical errors include, but are not limited to, calculation, transcription and printing errors.
This Note is subject to the Arbitration Agreement in the Borrower Agreement between Lender and Borrower. If at any time after the date of this Note, any of the provisions of this Note shall be held by any court of competent jurisdiction or arbitrator to be illegal, void or unenforceable, and that decision is not overturned after any rights to appeal are exhausted, such provision shall be of no force and effect, but the illegality and unenforceability of such provision shall have no effect upon and shall not impair the enforceability of any other provisions of this Note.
Controlling Law. Lender is located in the State of Utah, this Note is executed and delivered in the State of Utah and is a contract made under the law of the State of Utah, and funds are disbursed from the State of Utah. The provisions of this Note will be governed by Federal laws and the laws of the State of Utah to the extent not preempted, without regard to any principle of conflicts of law that would require or permit the application of the laws of any other jurisdiction.
STATE LAW NOTICES:
CALIFORNIA RESIDENTS ONLY: A married applicant may apply for a separate account. If Lender takes any adverse action as defined by § 1785.3 of the California Civil Code and the adverse action is based, in whole or in part, 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 UTAH RESIDENTS: As required by California and Utah law, Borrower is hereby notified that a negative credit report reflecting on Borrower's credit record may be submitted to a credit reporting agency if Borrower fails to fulfill the terms of Borrower's credit obligations.
KANSAS: NOTICE TO CONSUMER: 1. Do not sign this Note before you read it. 2. You are entitled to a copy of this Note. 3. You may prepay the unpaid balance at any time without penalty.
MASSACHUSETTS RESIDENTS ONLY: Massachusetts law prohibits discrimination based upon marital status or sexual orientation.
MISSOURI AND NEBRASKA RESIDENTS: ORAL LOAN AGREEMENTS OR COMMITMENTS TO LOAN MONEY, EXTEND CREDIT OR TO FORBEAR FROM ENFORCING REPAYMENT OF SUCH DEBT, INCLUDING PROMISES TO EXTEND OR RENEW SUCH DEBT, ARE NOT ENFORCEABLE. TO PROTECT BORROWER(S) AND THE LENDER AND ANY HOLDER OF THIS NOTE 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.
NEW JERSEY RESIDENTS: The section headings of the Note are a table of contents and not contract terms. Portions of this Note with references to actions taken to the extent of applicable law apply to acts or practices that New Jersey law permits or requires. In this Note, actions or practices (i) by which Lender is or may be permitted by "applicable law" are permitted by New Jersey law, and (ii) that may be or will be taken by Lender unless prohibited by "applicable law" are permitted by New Jersey law.
NEW YORK, RHODE ISLAND and VERMONT RESIDENTS: Borrower understands and agrees that Lender may obtain a consumer credit report in connection with this application and in connection with any update, renewals for extension of any credit as a result of this application. If Borrower asks, Borrower will be informed whether or not such a report was obtained, and if so, the name and address of the agency that furnished the report. Borrower also understands and agrees that Lender may obtain a consumer credit report in connection with the review or collection of any loan made to Borrower as a result of this application or for other legitimate purposes related to such loans.
OHIO RESIDENTS ONLY: The Ohio laws against discrimination require that all creditors make credit equally available to all credit-worthy customers, and that credit reporting agencies maintain separate credit histories on each individual upon request. The Ohio Civil Rights Commission administers compliance with the law.
WASHINGTON RESIDENTS ONLY: Oral agreements or oral commitments to loan money, extend credit, or to forbear from enforcing repayment of a debt are not enforceable under Washington law.
WISCONSIN RESIDENTS ONLY: For married Wisconsin residents, Borrower's signature confirms that this loan obligation is being incurred in the interest of Borrower's marriage or family. No provision of any marital property agreement (pre-marital agreement), unilateral statement under § 766.59 of the Wisconsin statutes or court decree under § 766.70 adversely affects Lender's interest unless, prior to the time that the loan is approved, Lender is furnished with a copy of the marital property agreement, statement, or decree or have actual knowledge of the adverse provision. If this loan for which Borrower is applying is granted, Borrower will notify Lender if Borrower has a spouse who needs to receive notification that credit has been extended to Borrower.
MEMBER ID OF BORROWER & CO-BORROWER (if any)
BY: LENDINGCLUB BANK, NATIONAL ASSOCIATION
ATTORNEY-IN-FACT FOR BORROWER and CO-BORROWER (if any)
(SIGNED ELECTRONICALLY)
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