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Prime Loan means a Receivable classified by the Originator and the Seller at origination as a Prime Loan in accordance with the Originators Underwriting Policy and the Credit and Collection Policy, that has been assigned a LendingClub loan grade in accordance with the foregoing, and that satisfies the Credit Criteria for such Receivables Product as each of the foregoing terms is defined in the Receivables Purchase Agreement.

Purchased Assets means, with respect to each Purchased Receivable, (i) such Purchased Receivable, (ii) the related Receivable Document Package and all other Receivable Records (as defined in the Receivables Purchase Agreement) with respect to such Purchased Receivable, (iii) all related rights and benefits of the lender under such Receivable Documents, (iv) all Servicing Rights (as defined in the Servicing Agreement) with respect to such Purchased Receivable, (v) all Collections thereof, and (vi) all proceeds of any of the foregoing.

Qualified Hedging Agreement means each agreement between the Borrower and a Qualified Hedge Counterparty that (i) is in writing, (ii) governs one or more Hedging Transactions, (iii) contains commercially reasonable terms and is in the form and substance reasonably acceptable to the Administrative Agent, (iv) contains an express acknowledgement of and consent to the assignment by the Borrower of all of its rights (but not its obligations) thereunder to the Collateral Trustee; (v) requires all payments due to the Borrower thereunder by the Qualified Hedge Counterparty to be remitted exclusively to the Collection Account; and (vi) contains an express prohibition on any amendment or modification thereof without the express written consent of the Administrative Agent.

Receivable Documents means with respect to any Receivable, (i) the truth in lending disclosure; (ii) the Obligor credit profile authorization; (iii) the Obligor bank account verification, if any; (iv) the applicable privacy notice; (v) the loan agreement, membership agreement or other agreement governing the terms thereof; (vi) the terms of use; (vii) any promissory note (including any non-negotiable promissory note) and/or other instrument, document or agreement evidencing or giving rise to such Receivable; and (viii) any other notes, instruments, documents or writings executed or to be executed (including electronic execution) by the applicable Obligor in connection therewith, provided to or by the applicable Obligor in connection therewith, or otherwise arising in connection with any of the foregoing. For avoidance of doubt, the parties hereto understand that Receivable Documents are in electronic form and shall be provided in electronic form when required to be provided under the Transaction Documents.

Regulatory Requirement means (a) any introduction, adoption, or change after the Closing Date in, or in the application, effectiveness, interpretation, reinterpretation or phase-in of, any law, rule, regulation, directive, guideline, accounting rule, decision or request (whether or not having the force of law) of any court, central bank, regulator or other Governmental Authority affecting any Lender or Related Person, (b) compliance by any Lender or Related Person (or its applicable lending office) with any request, guideline or directive (whether or not having the force of law) of any Governmental Authority made or issued after the Closing Date, or (c) whether or not the following are in effect on or prior to the Closing Date, compliance by any Lender or Related Person after the Closing Date with: (i) the DoddFrank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines, requirements or directives thereunder or issued in connection therewith or in implementation thereof, (ii) all requests, rules, guidelines, requirements or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case, pursuant to Basel II or Basel III, (iii) the FAS 166/167 Capital Guidelines titled Risk-Based Capital Guidelines; Capital Adequacy Guidelines; Capital Maintenance: Regulatory Capital; Impact of Modifications to Generally Accepted Accounting Principles; Consolidation of Asset-Backed Commercial Paper Programs; and Other Related Issues, adopted by the United States bank regulatory agencies, or (iv) compliance by any Lender or Related Person with any existing or future guidance, interpretations or directives from any Government Authority with respect to any of the foregoing (whether or not having the force of law), or any rules or regulations promulgated by any Governmental Authority in connection therewith.

Regulatory Trigger Event shall mean (a) any change in law or regulations after the Closing Date, (b) the commencement of or adverse development, after the Closing Date, in any formal inquiry, investigation or regulatory action by any applicable Governmental Authority (other than a routine inquiry, made via a form letter or otherwise, that does not contain any specific allegations or violations, including, without limitation, in connection with the routine transmittal of a consumer complaint, and notice regarding or commencement of any routine examination or similar supervisory activity directed to or involving the Borrower or any other LC Group Member by any Governmental Authority, including, but not limited to, correspondence or communications in connection therewith), or (c) the commencement of or adverse development, after the Closing Date, in any legal action or proceeding, that, in the case of any of the foregoing clauses (a), (b) and (c): (i) challenges the authority of the Borrower, the Seller, the Servicer or any of their respective Subsidiaries, or any counterparty to any contract with any of the foregoing, to originate, hold, own, service, collect, pledge or enforce Receivables or to perform their obligations under any Transaction Document, (ii) alleges actionable non-compliance by the Borrower, the Seller, the Servicer or any of their respective Subsidiaries or any counterparties to contracts with any of the foregoing, with any applicable Requirements of Law related to originating, holding, collecting, pledging, servicing or enforcing Receivables, (iii) is related to Receivables generally or the LendingClub platform in a materially adverse manner, or (iv) is related to the operation of the business of the Borrower, the Seller, the Servicer or any other LC Group Member or the on-line consumer lending industry generally, or any member of the on-line consumer lending industry, that the Administrative Agent, in its reasonable discretion, believes could have a material adverse effect on such industry as a whole, specifically including the Seller as part of such industry in light of any material variation in business practices as between the Seller and other members of such industry; provided, that none of the foregoing shall constitute a Regulatory Trigger Event if all of the following apply: (A) it does not directly involve the Seller, Servicer, Borrower or any Purchased Receivables, (B) it involves methods, practices, actions, inactions, conditions, events and/or circumstances that are readily distinguishable in all material substantive respects from the methods, practices, actions, inactions, conditions, events and circumstances applicable to the Seller, the Servicer, the Borrower and the Purchased Receivables, and (C) it could not be reasonably likely to result in a Material Adverse Change; and provided, further, that no such inquiry, investigation, regulatory action, or legal action or proceeding of the type described in this paragraph: (x) shall constitute a Regulatory Trigger Event until either: (1) it has remained outstanding and has not been released or terminated in a manner acceptable to the Administrative Agent within ninety (90) calendar days of commencement thereof, or (2) there has been an adverse ruling or the issuance of any stay, order, judgment, cease and desist order, injunction, temporary restraining order, or other judicial or non-judicial sanction, order or ruling prior to the end of such 90-day period (which event will cause an immediate Regulatory Trigger Event); and (y) shall constitute a Regulatory Trigger Event upon the favorable resolution (as mutually agreed by the Borrower and the Administrative Agent (in its reasonable discretion)) of such inquiry, investigation, regulatory action, or legal action or proceeding (in which case such Regulatory Trigger Event shall cease to exist).

Related Person means, (i) solely with respect to any Conduit Lender, any Person that provides liquidity or credit support to such Conduit Lender or is otherwise a sponsor or manager thereof; and, (ii) with respect to any Lender (or any Related Person of a Conduit Lender as set forth in the foregoing clause (i)), any Person controlling, that is the holding company of, that is consolidated with, or that is an Affiliate of such Lender.

Repurchase Price means, with respect to a Purchased Receivable that is required to be repurchased by the Seller pursuant to the Receivables Purchase Agreement, the sum of (a) the Receivable Balance of such Receivable as of the date of repurchase and (b) all accrued and unpaid interest on the Receivable as of such date.

Requirements of Law means any and all applicable federal, state, local and/or foreign statutes, and all applicable ordinances, rules, regulations, judicial rulings, court orders, common law, judgments, decrees, administrative orders, and other applicable legal requirements of any and every conceivable type, including, but not limited to, applicable Consumer Laws, credit disclosure laws and regulations, the Fair Labor Standards Act, and all applicable State and federal usury laws.

Restricted Subsidiary means, at any time, with respect to LendingClub, any Subsidiary of LendingClub (i) that is a Restricted Subsidiary (or equivalent) under the MS Credit Agreement or any other agreement giving rise to Material Indebtedness of LendingClub; or (ii) that is bound by the Indebtedness and Lien restrictions under any agreement giving rise to Material Indebtedness; provided that, if LendingClub has more than one such debt agreement, a Subsidiary that is a Restricted Subsidiary (or equivalent) under any such debt agreement shall be a Restricted Subsidiary for purposes hereof.

RTE Effect means, with respect to any Regulatory Trigger Event, in the case of any State or the United States: (a) for any change in law or regulations giving rise to such Regulatory Trigger Event, that such law or regulation is the law or regulations of such State or, in the case of the United States, is a federal law or regulation that applies in all States, (b) for any formal inquiry, investigation or regulatory action by any applicable Governmental Authority giving rise to such Regulatory Trigger Event, that such Governmental Authority is of such State or, in the case of the United States, is a federal Governmental Authority, and (c) for the commencement of or development in any legal action or proceeding giving rise to such Regulatory Trigger Event, that a judgment or ruling in such legal action or proceeding would be binding precedent on federal or State courts within such State or, in the case of the United States, is a federal action or proceeding based on federal (and not individual State) law and is binding regardless of State.

Scheduled Payment means, with respect to any Collection Period for any Purchased Receivable, the amount set forth in the applicable Receivable Documents as required to be paid by the Obligor in such Collection Period. If after the Closing Date, the Obligors obligation under a Purchased Receivable with respect to an Collection Period has been modified so as to differ from the amount specified in such Purchased Receivable (i) as a result of the order of a court in an Insolvency Proceeding involving the Obligor, or (ii) pursuant to the Servicemembers Civil Relief Act or similar State laws, the Scheduled Payment with respect to such Collection Period shall refer to the Obligors payment obligation with respect to such Collection Period as so modified.

Settlement Date means the tenth (10th) calendar day of each calendar month or, if such date is not a Business Day, the next Business Day, commencing with November 10, 2017; provided, that (A) the date of any prepayment hereunder shall be a Settlement Date with respect to the portion of the Loan being prepaid, (B) the foregoing is subject to Section 3.02(b); and (C) the Final Maturity Date and any date declared by the Administrative Agent after an Event of Default has occurred and is continuing shall be a Settlement Date.

Solvent means, with respect to any Person and its Subsidiaries on a particular date, that on such date (a) the fair value of the present assets of such Person and its Subsidiaries, taken as a whole, is greater than the total amount of liabilities, including, without limitation, contingent liabilities, of such Person and its Subsidiaries, taken as a whole, (b) the present fair saleable value of the assets of such Person and its Subsidiaries, taken as a whole, is not less than the amount that will be required to pay the probable liability of such Person and its Subsidiaries, taken as a whole, on their debts as they become absolute and matured, (c) such Person and its Subsidiaries, taken as a whole, do not intend to, and do not believe that they will, incur debts or liabilities (including current obligations and contingent liabilities) beyond their ability to pay such debts and liabilities as they mature in the ordinary course of business and (d) such Person and its Subsidiaries, taken as a whole, are not engaged in business or a transaction, and are not about to engage in business or a transaction, in relation to which their property would constitute an unreasonably small capital. The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability (irrespective of whether such contingent liabilities meet the criteria for accrual under Statement of Financial Accounting Standard No. 5).

Subsidiary means, with respect to any Person, any corporation, partnership, association or other business entity of which a majority of the outstanding shares of capital stock or other Equity Interests having ordinary voting power for the election of directors or their equivalent is at the time owned by such Person directly or through one or more Subsidiaries.

Transaction Documents means this Agreement, the Receivables Purchase Agreement, the Servicing Agreement, the Backup Servicing Agreement, the Security Agreement, the Account Control Agreement, the Collateral Control Agreement, the Borrower Organizational Documents, the Fee Letter, and each other contract, agreement, undertaking or other instrument executed in connection with any of the foregoing, including all exhibits, annexes and schedules attached to any of the foregoing, and other documents and certificates delivered in connection therewith; provided that Hedge Agreements and other documents and certificates delivered in connection therewith shall not be deemed to be Transaction Documents.

Unused Fee means, with respect to any Related Group (pro rata to each Committed Lender in such Related Group), an amount equal to the product of (a) the Unused Fee Percentage, multiplied by (b) the remainder of (i) the Commitments of all Committed Lenders in such Related Group minus (ii) the sum of the Loan Amounts of all Committed Lenders and all Conduit Lenders in such Related Group.

(b) Accounting Terms. Accounting terms used but not defined or partly defined in this Agreement, in any instrument governed hereby or in any certificate or other document made or delivered pursuant hereto, to the extent not defined, shall have the respective meanings given to them under GAAP as in effect as of such date of determination or any such instrument, certificate or other document, as applicable. To the extent that the definitions of accounting terms in this Agreement or in any such instrument, certificate or other document are inconsistent with the meanings of such terms under GAAP, the definitions contained in this Agreement or in any such instrument, certificate or other document shall control. If the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the date hereof in GAAP or in the application thereof on the operation of such provision, regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith.

(f) Requirements of Law. Any reference to any Requirements of Law means such Requirements of Law as amended, modified, codified, replaced or reenacted, in whole or in part, and in effect from time to time, including rules and regulations promulgated thereunder, and reference to any section or other provision of any Requirements of Law means that provision of such Requirements of Law from time to time in effect or constituting any substantive amendment, modification, codification, replacement or reenactment of such Section or other provision.

(b) Process for Requesting Advances. The Borrower may request an Advance on any Business Day occurring prior to the Commitment Termination Date (an Advance Date) by delivering to each of the Administrative Agent (which the Administrative Agent shall promptly make available to the Lenders in accordance with its customary practice) and the Paying Agent by not later than 2:00 p.m. New York City time at least two Business Days prior to the requested Advance Date, an Advance Notice, with an attached Borrowing Base Certificate and Data File; provided, that in no event shall there be more than one Advance Date or more than two Activity Dates in any calendar week. Each Advance Notice shall be irrevocable and effective upon receipt. The minimum dollar amount of (i) the initial Advance shall be equal to $[***]*; and (ii) any subsequent Advance shall be equal to the lesser of (A) $[***]* and (B) the difference between the total Commitments of all Lenders and the Aggregate Loan Amount (prior to the making of such Advance).

(d) Funding Advances. On each Advance Date, each Related Group shall, not later than 2:00 p.m., New York City time, on such Advance Date, remit its Applicable Advance Percentage of the requested Advance by wire transfer of immediately available funds to the account designated by the Administrative Agent, which shall be funded by the Lenders in each Related Group in the manner set forth in, and shall be subject to the terms of, Section 2.01(a). The failure of the Lenders in any Related Group to fund such Related Groups Applicable Advance Percentage of any such Advance shall not excuse the Lenders in any other Related Group from funding such other Related Groups Applicable Advance Percentage of such Advance; provided, that no Lender in any Related Group shall be responsible for the failure of any Lender in any other Related Group to fund any Advance.

(e) Distributions of Advances. By the close of business on each Advance Date, the Administrative Agent shall distribute the amount of funds actually received from the Lenders with respect to the applicable Advance pursuant to Section 2.01(d) as follows: (i) the Administrative Agent shall deposit into the Reserve Account the portion of such funds equal to the Required Reserve Account Deposit Amount specified pursuant to Section 2.01(c); and (ii) the Administrative Agent shall remit the remainder of such funds by wire transfer of immediately available funds to the Borrowers Designated Account; provided, that if any Lender remits funds to the Administrative Agent with respect to any Advance after the time deadline set forth in Section 2.01(d), the Administrative Agent shall make the applicable distribution pursuant to this Section 2.01(e) as soon as reasonably practicable thereafter, and in any event, on prior to the close of the next Business Day following receipt; and provided, further, that if any condition precedent herein specified to the making of such Advance shall not have been met, then the Administrative Agent shall return to the respective Lenders all funds received from such Lenders pursuant to Section 2.01(d) with respect to such Advance. For the avoidance of doubt, the full amount of any Advance, including, without limitation, the portion thereof deposited into the Reserve Account, shall constitute principal indebtedness of the Borrower and shall be added to the Aggregate Loan Amount (and the amount thereof funded by each Lender shall be added to the Loan Amount of such Lender).

(g) On the date that the Advance Notice is delivered hereunder with respect to any Receivable to be purchased by the Borrower on the related Advance Date and, in any event, at least two Business Days prior to any purchase of a Receivable by the Borrower pursuant to the Receivables Purchase Agreement, the Borrower shall cause the Seller to electronically deliver the Receivable Document Package for such Receivable to the Custodian and a copy thereof to the Administrative Agent. The Administrative Agent may, but shall not be required to, notify the Borrower and the Servicer if it discovers any of the following (each, an Exception) with respect to any Receivable (either before or any time after the purchase of such Receivable by the Borrower): the name and state of domicile of the Obligor under such Receivable, principal amount thereof, APR, monthly payment amount, original term, remaining term, or any other material provision with respect to such Receivable that is stated in the electronic promissory note (if any) evidencing such Receivable does not match what is stated on the truth in lending disclosure for such Receivable, or any of the foregoing as stated in either such promissory note (including the signature date thereon) or such truth in lending disclosure for such Receivable does not match the information provided for such Receivable in any Data File delivered to the Administrative Agent hereunder. The Borrower hereby agrees that it shall cause Servicer to remedy any such Exception within five (5) Business Days to the reasonable satisfaction of the Administrative Agent.

(b) Borrowing Base Deficiency. In the event that a Borrowing Base Deficiency exists on any date of determination, if such Borrowing Base Deficiency is not cured through the acquisition by the Borrower of additional Eligible Receivables within two Business Days, then: (i) if such second Business Day following the occurrence of such Borrowing Base Deficiency is a Settlement Date, the Borrower shall remit to the Paying Agent an amount equal to such Borrowing Base Deficiency if there are insufficient Available Funds to cure such Borrowing Base Deficiency from distributions to be made hereunder on such date pursuant to Section 3.02; and (ii) otherwise, the Borrower shall remit the amount of such Borrowing Base Deficiency to the Paying Agent (for a principal repayment to the Lenders based on their Pro Rata Share), by the close of business on such second Business Day following the occurrence of such Borrowing Base Deficiency. The Borrower shall remit all accrued interest on the amount of any mandatory prepayment made pursuant to this Section 2.03(b).

(a) Prepayment and Release Process. The Borrower shall have the right, at any time, to make a voluntary prepayment of all or any portion of the Aggregate Loan Amount or request a Release, subject to the terms of this Section 2.04 and the conditions precedent set forth in Section 5.02. The Borrower may request a voluntary prepayment and/or a Release on any Business Day (a Prepayment/Release Date) by delivering to each Agent (which document the Administrative Agent shall promptly make available to the Lenders in accordance with its customary practice) by not later than 2:00 p.m. New York City time at least two Business Days prior to the requested Prepayment/Release Date, written notice substantially in the form of Exhibit F (a Prepayment/Release Notice); provided, that (i) any partial prepayment shall be in an amount that is not less than $1,000,000, and (ii) in no event shall there be more than two Activity Dates in any calendar week. Each Prepayment/Release Notice shall be irrevocable and effective upon receipt; provided further that if such Prepayment/Release Notice is delivered more than two Business Days prior to the requested Prepayment/Release Date, it shall be revocable, without penalty, through the close of business on the Business Day preceding such second prior Business Day.

(b) Required Information. Each Prepayment/Release Notice shall: (i) be executed by the Borrower; (ii) set forth the applicable prepayment amount (if any) and itemize any additional amounts payable (if any) on the applicable Prepayment/Release Date pursuant to Section 2.04(e); (iii) in the event of any prepayment, set forth the Aggregate Loan Amount immediately before and immediately after giving effect to any applicable prepayment; (iv) in the event of any Release, (A) identify any Purchased Receivables subject to such Release, and (B) certify that the conditions precedent to such Release set forth in Section 5.02 have been satisfied; (v) in the event of a partial Release, attach a Borrowing Base Certificate and Data File; and (vi) contain the Supplemental Information and Certification.

(c) Pro Forma Calculations. The Borrowing Base Certificate and Data File (if any Release shall occur on the applicable Prepayment/Release Date) required to be delivered with any Prepayment/Release Notice shall be dated and current as of the close of business on the date preceding the delivery date for such Prepayment/Release Notice set forth above and shall show pro forma calculations of the Reserve Account Prepayment Amount, and Borrowing Base as of the applicable Prepayment/Release Date (after giving effect to any prepayment and Release on such date), and shall include, without limitation, identification of the Purchased Receivables subject to any Release on such Prepayment/Release Date and certification of which Purchased Receivables that will remain after giving effect to any such Release will be Eligible Receivables on such Prepayment/Release Date. The Borrower hereby agrees that it shall, or it shall cause the Servicer to, immediately notify the Administrative Agent and Paying Agent if any such pro forma information or calculations fail to be true as of the related Prepayment/Release Date, together with corrected and updated information and calculations as of such Prepayment/Release Date.

(d) Prepayment. On each Prepayment/Release Date, by 1:00 p.m. New York City time, (i) the Paying Agent shall withdraw from the Reserve Account an amount equal to the Reserve Account Prepayment Amount determined pursuant to Section 2.04(c), and (ii) the Borrower shall remit funds to the Paying Agent, such that the amount of funds held by the Paying Agent pursuant to the foregoing clauses (i) and (ii) shall together equal the sum of: (A) the amount of the voluntary prepayment set forth in the Prepayment/Release Notice and the amount of any Borrowing Base Deficiency (as determined after giving effect to any Release, prepayment and any other distributions on such date), (B) all accrued interest on the amount set forth in the foregoing clause (A), and (C) without duplication of clauses (A) and (B), all other amounts of the type described in Sections 3.02(a)(i) through (vii) that have accrued through such date that either remain unpaid from any prior Settlement Date or for which there are insufficient Available Funds to distribute in payment thereof on such date (if it is a Settlement Date) or on the next Settlement Date.

(e) Distributions. By the close of business on the Prepayment/Release Date, based on the information set forth in the applicable Prepayment/Release Notice described in Section 2.04(b)(ii) (unless the Administrative Agent has notified the Paying Agent and the Borrower in writing prior thereto that it objects to such information based on such information not being consistent with the requirements of this Agreement, in which case the following shall be done on the Business Day following the Business Day on which the Paying Agent receives an updated Prepayment/Release Notice from the Borrower that has been reasonably approved by the Administrative Agent), the total amount of funds held by the Paying Agent from the Reserve Account withdrawal and from the Borrower remittance pursuant to clauses (i) and (ii) of Section 2.04(d) shall be distributed by the Paying Agent (solely in accordance with the Prepayment/Release Notice or, if applicable, the updated Prepayment/Release Notice referred to in the prior parenthetical) as follows: (i) to the Lenders, based on each Lenders Pro Rata Share, the amount set forth in clause (A) of Section 2.04(d), to be applied to reduction of the Aggregate Loan Amount (and the Loan Amount of each Lender), (ii) to each Lender, the accrued interest thereon, as described in the clause (B) of Section 2.04(d), and (iii) to each Person entitled thereto, the amounts described in clause (C) of Section 2.04(d) for application thereto.

(f) Release. On each Prepayment/Release Date, subject to satisfaction of the conditions precedent set forth in Section 5.02, upon receipt by the Paying Agent of the amount required to be remitted by the Borrower on such date pursuant to Section 2.04(d), the portion of the Purchased Receivables (and the related Purchased Assets) identified for Release by the Borrower shall be automatically released from the Lien of the Collateral Trustee and such Receivables shall no longer be Purchased Receivables (and the related assets shall no longer be Purchased Assets) or included in any Borrowing Base calculation hereunder and shall not be required to be included in any certificate or report required to be delivered hereunder. Each Agent, at the expense and request of the Borrower, shall take (or authorize the Borrower, the Servicer or their respective designees to take) such actions as are reasonably necessary and appropriate to release the Lien of the Collateral Trustee, for the benefit of the Secured Parties, on such Purchased Receivables (and the related Purchased Assets) and to turn over to the Borrower or its designee any Receivable Documents with respect to such Receivables that are in the possession or control of any such Agent; provided, a copy thereof may be retained by such Agent in accordance with its document retention policies.

(g) No Adverse Selection. The Borrower will not, and will not permit the Servicer to, use any selection procedures intentionally designed to have an adverse effect on the Secured Parties when selecting Purchased Receivables within any particular Cohort to be subject to a Release relative to Purchased Receivables in the same Cohort not selected for such Release; provided, the foregoing does not apply to selections between or among different Cohorts.

SECTION 2.05 Recording Loans. The Administrative Agent shall maintain, solely for tax purposes, as non-fiduciary agent for the Borrower, a copy of each Assignment and Assumption Agreement and a register (the Register) for the recordation of the following information: (i) the names and addresses of the Lenders (including each Person that becomes a Lender pursuant to an Assignment and Assumption Agreement), (ii) each Lenders Loan Amount (as such amount may change upon any Advance funded pursuant to the terms hereof, each principal repayment and any assignment hereunder) and stated interest, and (iii) the Commitment of each Committed Lender. The entries in the Register shall be conclusive absent manifest error, and the Borrower, the Paying Agent, the Administrative Agent, the Collateral Trustee and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrower, the Paying Agent, the Collateral Trustee and any Lender, at any reasonable time and from time to time upon reasonable prior notice. Each assignment or transfer evidenced by an Assignment and Assumption Agreement executed pursuant to Section 9.03(e) shall be recorded in the Register, and no assignment or transfer shall be effective until such assignment or transfer shall have been recorded in the Register by the Administrative Agent as provided in this subsection. The Administrative Agent shall provide the Paying Agent with a copy of the Register at closing and after any assignments or transfers have been recorded in the Register. In making any distributions to Lenders in accordance with the terms of this Agreement and any other Transaction Document, the Paying Agent shall be entitled to rely on the Register most recently provided to the Paying Agent by the Administrative Agent and it shall be the responsibility of the Administrative Agent to provide the Paying Agent with an updated copy of the Register in the event there are any assignments or transfers.

(b) Interest. Interest will accrue daily on the Loan Amount of each Lender at the applicable Interest Rate for such Lender as in effect from time to time, and will be computed for each Interest Period on the basis of the actual number of days elapsed and a 360-day year. Accrued and unpaid interest for each Interest Period will be payable on each Settlement Date as set forth in the Monthly Invoice except as otherwise provided in this Agreement. Notwithstanding the foregoing, after the occurrence and during the continuance of an Event of Default, interest shall accrue on all Obligations at the Interest Rate calculated with the inclusion of the Default Margin (as set forth in the definition thereof) and shall be payable upon demand.

(c) Maximum Lawful Rate. It is the intention of the parties hereto that the interest payable hereunder shall not exceed the maximum rate permissible under applicable law. Accordingly, anything herein to the contrary notwithstanding, in the event any interest is charged to, collected from or received from or on behalf of the Borrower by the Lenders pursuant hereto in excess of such maximum lawful rate, then the excess of such payment over that maximum shall be applied first to the payment of amounts then due and owing by the Borrower to the Secured Parties under this Agreement or any other Transaction Document (other than in respect of principal or interest on the Loans) and then to the reduction of the outstanding principal of the Loans.

(d) Unused Fee. The Unused Fee due to each Committed Lender shall accrue daily from (and including) the execution of this Agreement through (and excluding) the Commitment Termination Date, and will be computed for each Interest Period on the basis of the actual number of days elapsed and a 360-day year; provided, however, that no amount shall be due hereunder in excess of the maximum amount permitted by law. Accrued and unpaid Unused Fee for each Interest Period will be payable on each Settlement Date as set forth in the Monthly Invoice except as otherwise provided in this Agreement. The Unused Fee paid to any Committed Lender is non-refundable under any circumstances.

(b) Increased Capital Costs. If any Lender or Related Person determines that any Regulatory Requirement regarding liquidity or the amount of capital required or reasonably expected to be maintained by such Lender or such Related Person has or would have the effect of reducing the rate of return on capital of such Lender or such Related Person to a level below that which such Lender or such Related Person could have achieved but for such Regulatory Requirement, or would otherwise result in the imposition of an internal capital or liquidity charge on such Lender or such Related Person, which, in the reasonable discretion of such Lender or such Related Person with respect to any of the foregoing, is allocable to the Borrower, the transactions contemplated by this Agreement, or any Commitment or Loan hereunder (taking into consideration the policies of such Lender or such Related Person with respect to capital adequacy, liquidity coverage and allocations among customers), then from time to time either (x) within 10 days of demand thereof (if paid directly to such Lender by the Borrower from funds other than Collections) or (y) on the next Settlement Date after such tenth day if no direct payment was made (from Collections held in the Collection Account in accordance with the Priority of Payments), the Borrower will pay to the Lender, on behalf of such Lender or any such Related Person, a fee equal to such additional amount or amounts as will compensate such Lender or such Related Person for any such reduction in its rate of return or the imposition of such capital or liquidity charge.

(c) Timing and Details of Demands. Each demand made pursuant to this Section 2.07 shall be provided by a Lender to the Borrower in writing and shall state, in reasonable detail, the reasons therefor and, in the absence of manifest error, shall be conclusive and binding on the Borrower. In determining the amount owed by the Borrower under this Section 2.07, any applicable Lender or Related Person may use any method of averaging and attribution that it shall reasonably deem applicable so long as it applies such method to other similar transactions. Failure or delay on the part of any Lender or Related Person to demand compensation pursuant to this Section 2.07 shall not constitute a waiver of any such Lender or Related Persons right to compensation; provided that the Borrower shall not be required to compensate such Lender or Related Person pursuant to this Section 2.07 for any increased costs or reductions incurred more than nine months prior to the date that such Lender or Related Person notifies the Borrower of the Regulatory Requirement giving rise thereto; provided further that, if such Regulatory Requirement is retroactive, then the nine-month period referred to in the preceding proviso shall be extended to include the period of retroactive effect thereof.

(b) Indemnified Tax Gross-up; Failure to Pay. If any Indemnified Taxes are directly asserted against any Lender with respect to any payment received by such Lender or its agent, such Lender or such agent may pay such Indemnified Taxes and the Borrower will promptly upon receipt of prior written notice stating the amount of such Indemnified Taxes pay such additional amounts as is necessary in order for the net amount received by such Person after the payment of such Indemnified Taxes (including any Indemnified Taxes on such additional amount) shall equal the amount such Lender would have received had such Indemnified Taxes not been asserted. If the Borrower fails to pay any Indemnified Taxes when due to the appropriate taxing authority or fails to remit to a Lender or its agent the required receipts or other required documentary evidence, the Borrower shall indemnify such Lender, its Affiliates and its agent, if any, for any Indemnified Taxes and incremental Indemnified Taxes, interest or penalties that may become payable by such Lender or its agent as a result of any such failure. For purposes of this Section 2.08, a distribution hereunder by the agent for a Lender shall be deemed a payment by such Lender.

(d) Withholding Tax Exemption. The Paying Agent or any Lender, if requested by the Borrower or the Administrative Agent, shall deliver such documentation prescribed by Requirements of Law or otherwise reasonably requested with respect to any applicable exemption from withholding Tax and with respect to backup withholding or information reporting requirements.

(e) Treatment of Certain Refunds. If any party determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified pursuant to this Section 2.08 (including by the payment of additional amounts pursuant to this Section 2.08), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made under this Section with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the amount paid over pursuant to this paragraph (e) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that such indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (e), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this paragraph (e) the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This paragraph shall not be construed to require any indemnified party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person.

SECTION 2.10 Designation of Different Lending Office. If any Lender or a Related Person thereof requests compensation under Section 2.07, or requires the Borrower to pay any Indemnified Taxes or additional amounts to any Lender, a Related Person thereof or any Governmental Authority for the account of any Lender or a Related Person thereof pursuant to Section 2.08, then such Lender shall (at the request of the Borrower) use reasonable efforts to designate a different lending office for funding or booking its Advances hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the sole judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.07 or 2.08, as the case may be, in the future, and (ii) would not subject such Lender or such Related Person to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender or such Related Person. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

SECTION 2.12 Illegality; Substituted Interest Rates. Notwithstanding any other provisions herein, (a) if any applicable Requirements of Law or any change therein or in the interpretation or application thereof shall make it unlawful for a Lender (excluding any Conduit Lender that uses the CP Rate as its Benchmark Rate) to make or maintain any Loan at the LIBOR rate as contemplated by this Agreement and the other Transaction Documents, or (b) in the event that any Lender (excluding any Conduit Lender that uses the CP Rate as its Benchmark Rate), or the Administrative Agent on behalf of all such Lenders, shall have determined (which determination shall be conclusive and binding upon the Borrower absent manifest error) that by reason of circumstances affecting the LIBOR interbank market neither adequate nor reasonable means exist for ascertaining the LIBOR rate, or (c) Majority Lenders (excluding any Conduit Lender that uses the CP Rate as its Benchmark Rate), or the Administrative Agent on behalf of all such Lenders, shall have determined (which determination shall be conclusive and binding on the Borrower absent manifest error) that the applicable LIBOR rate will not adequately and fairly reflect the cost to such Lender of maintaining or funding the Loans, as applicable, based on such applicable LIBOR rate (provided that the parties hereto acknowledge and agree that such Lender or the Administrative Agent, as the case may be, shall only make such determination if the published LIBOR rate used by such Lender does not (or by the Lenders do not) accurately reflect the actual LIBOR rate), then (x) the obligation of such Lender (or, if applicable, all affected Lenders) to make or maintain the Loans at the LIBOR rate shall forthwith be suspended and such Lender or the Administrative Agent, as applicable, shall promptly notify the Borrower thereof (by telephone confirmed in writing) and (y) each affected Loan then outstanding, if any, shall, from and including the date that is forty five (45) days after the Borrowers receipt of notice from such Lender or the Administrative Agent of the occurrence of any condition set forth in clause (a), (b) or (c), or at such earlier date as may be required by law, until payment in full thereof, bear interest at the rate per annum equal to the greater of (i) the Interest Rate calculated using the Prime Rate as the Benchmark Rate rather than LIBOR, and (ii) the Interest Rate in effect on the date immediately preceding the date any event described in clause (a), (b) or (c) occurred (calculated on the basis of the actual number of days elapsed in a year of 360 days). If subsequent to such suspension of the obligation of a Lender or the applicable Lenders to make or maintain the Loans using LIBOR as the Benchmark Rate, the circumstances that resulted in such suspension no longer exist, such Lender or the Administrative Agent, as applicable, shall so notify the Borrower and the previous method to determine the Interest Rate (without application of this Section) shall be reinstated effective as of the date that such circumstances no longer exist with respect to such Lender or the applicable Lenders.

(a) Payment and Deposit of Collections. Subject to subsection (b) of this Section, the Borrower shall, or shall cause the Servicer to, instruct and cause the Obligors of Purchased Receivables to send all Scheduled Payments and other amounts due thereunder directly to the Servicer and cause all ACH debits from an Obligors bank account to be remitted to the Servicers servicing account, subject to the rights under the Servicing Agreement to retain a Collection Agent or sub-servicer. All Collections or other proceeds of Collateral received by the Servicer, Borrower, any other LC Group Member, any Collection Agent, or any other sub-servicer or agent of any of them, shall be transferred to the Collection Account within the Designated Business Days of receipt thereof; provided, that all such Collections and proceeds shall be held in trust for and on behalf of the Collateral Trustee, for the benefit of the Secured Parties, until deposited into the Collection Account.

(c) Seller Repurchases. The Borrower shall cause the Seller to deposit into the Collection Account the Repurchase Price for all Purchased Receivables repurchased by the Seller pursuant to the Receivables Purchase Agreement on the applicable date for such repurchase as set forth in the Receivables Purchase Agreement, or on the alternative payment date (if any) set forth in and pursuant to the terms of this Section 3.01(c). Notwithstanding anything to the contrary set forth in the Receivables Purchase Agreement, as long as LendingClub is then acting as Servicer and there is no Default, Event of Default, Seller Default, or Servicer Default that has occurred and is continuing:

(iv) at the sole option of the Seller, any Purchased Receivable required to be repurchased pursuant to the Receivables Purchase Agreement may instead by retained by the Borrower as an Excluded Receivable as long as there is no Borrowing Base Deficiency (as determined immediately after such Receivable is categorized as an Excluded Receivable under this subsection).

(d) Reserve Account Transfers. If any Servicers Monthly Settlement Certificate delivered pursuant to Section 3.05(a) identifies that either (i) there are insufficient Available Funds then on deposit in the Collection Account to make all distributions in full pursuant to Sections 3.02(a)(i) through (vii) on the related Settlement Date, or (ii) after giving effect to all distributions to be made on such Settlement Date, the amount on deposit in the Reserve Account will exceed the Required Reserve Account Amount, then on the applicable Settlement Date, prior to making any distributions pursuant to Section 3.02, the Paying Agent (solely in accordance with the Servicers Monthly Settlement Certificate) shall transfer from the Reserve Account into the Collection Account, the amount of such identified shortfall in Available Funds or identified excess in Reserve Account funds, as the case may be, up to the amount of funds then on deposit in the Reserve Account, for distribution on such Settlement Date as Available Funds pursuant to Section 3.02. On the earlier of the Final Maturity Date and the date on or after the Commitment Termination Date on which the Aggregate Loan Amount has been reduced to zero, all amounts on deposit in the Reserve Account shall be transferred by the Account Bank, at the direction of the Administrative Agent, from the Reserve Account to the Collection Account for distribution as Available Funds pursuant to Section 3.02; provided that if the Reserve Account Termination Date occurs prior to such date, all amounts on deposit in the Reserve Account shall be transferred by the Account Bank, at the direction of the Administrative Agent, from the Reserve Account to the Borrowers Designated Account.

(e) Reserve Account Supplemental Deposits. If the Required Reserve Account Deposit Amount is positive on any Business Day (after giving effect to any Advances, prepayments, or distributions to be made on such Business Day), the Borrower shall remit to the Paying Agent, for immediate deposit into the Reserve Account, an amount equal to such Required Reserve Account Deposit Amount.

(a) Monthly Distributions. Subject to subsection (b) and (c) of this Section, on each Settlement Date, based on the Servicers Monthly Settlement Certificate, the Paying Agent shall make the following distributions (without duplication) in the following order of priority (such order of priority, as may be modified by subsection (c) of this Section following an Event of Default, the Priority of Payments) to the extent of Available Funds on deposit in the Collection Account (and, if there are insufficient Available Funds to make any distribution under any particular clause in full, pro rata to each Person entitled to a distribution pursuant to such clause, as determined based on the maximum amount that could be distributable to each such Person under such clause):

(i) first, pro rata to each Agent, the Custodian, and the Account Bank (to the extent not deducted from the Collection Account or Reserve Account), all accrued but unpaid fees, reimbursable expenses, and indemnity amounts owed to such Person in such capacity under any Transaction Document or any related fee letter; provided, that no Person shall receive cumulative distributions (for all applicable Settlement Dates in any calendar year) under this priority first for expenses and indemnity amounts in excess of [***]* (provided that no such annual limit shall be applicable upon the occurrence and continuance of an Event of Default);

(ii) second, to the Servicer, an amount equal to the Servicing Fee with respect to the preceding Collection Period (and any unpaid Servicing Fee from any prior Collection Period), and if such Servicer is a successor Servicer, all accrued but unpaid fees (without duplication of the Servicing Fee), reimbursable expenses, and indemnity amounts owed to such Person in such capacity under any Transaction Document or any related fee letter; provided, that no Person shall receive cumulative distributions (for all applicable Settlement Dates in any calendar year) under this priority second for expenses and indemnity amounts in excess of [***]*;

(iii) third, to the Backup Servicer (with respect to amounts owed, without duplication, to the Backup Servicer or the Sub-Backup Servicer, but solely if any such Person is not then acting as successor Servicer and, if applicable, on a pari passu basis as between the primary Backup Servicer and any Sub- Backup Servicer) with respect to the preceding Collection Period, an amount equal to the Backup Servicing Fee, any reasonable expenses incurred in connection with transitioning the servicing to the Backup Servicer (including counsel fees and expenses), indemnity amounts and any other amounts due to the Backup Servicer for such Collection Period pursuant to the Backup Servicing Agreement, and any of the foregoing that remains unpaid from prior Collection Periods; provided, that no Person shall receive cumulative distributions (for all applicable Settlement Dates in any calendar year) under this priority third for obligations other than scheduled fees and transition expenses (which Transition Costs shall not exceed [***]*, including boarding fees) in excess of [***]* (provided that no such annual limit shall be applicable upon the occurrence and continuance of an Event of Default);

(ix) ninth, to each of the Secured Parties, all other fees, expenses, indemnity payments, and other Obligations due and owing (not paid pursuant to any of the preceding clauses, including amounts not paid under any higher priority as a result of any applicable annual limitation or cap for payments of that type under such higher priority) to such Secured Party by the Borrower; and

(c) Distributions Following an Event of Default. Notwithstanding the terms of subsection (a) of this Section, after the occurrence and during the continuance of an Event of Default, (i) the Collateral Trustee shall deposit the proceeds of all Collateral into the Collection Account (or such other account as has been designated by the Administrative Agent), and (ii) the Paying Agent shall apply all funds on deposit in the Collection Account or the Reserve Account (and the Administrative Agent shall apply all Collections and other Borrower funds on deposit in any such other account) to any outstanding Obligations in any order of priority as directed by the Administrative Agent in its sole discretion; provided, that, solely as among the Agents, no Agent or other third party shall have a distribution priority that is lower than the priority set forth in subsection (a) above unless such Agent has provided its prior written approval thereof.

(d) No Tax or Legal Advice. [***]*, its Affiliates, and their respective employees are not in the business of providing tax or legal advice to any taxpayer outside of [***]* and its Affiliates. This Agreement, the other Transaction Documents, and any amendments or attachments hereto or thereto are not intended or written to be used, and cannot be used or relied upon, by the Lender, the Borrower, any other Agent, or any of their respective Affiliates, or any other taxpayer as legal or tax advice or for the purpose of avoiding tax penalties. Any such taxpayer should seek advice based on the taxpayers particular circumstances from an independent tax advisor.

(a) Servicers Monthly Settlement Certificate. No later than 1:00 p.m., New York City time, on the second (2nd) Business Day immediately preceding each Settlement Date, the Borrower shall cause the Servicer to deliver to the Paying Agent, the Administrative Agent (which shall promptly make such information available to the Lenders in accordance with its customary practice) and the Backup Servicer, a copy of the Servicers Monthly Settlement Certificate executed by an Authorized Officer of the Servicer substantially in the form of Exhibit G, which shall contain: (i) instructions with respect to the specific distributions to be made by the Paying Agent from Available Funds to each Person entitled thereto (or for deposit into the Reserve Account) on the related Settlement Date pursuant to Section 3.02(a); (ii) identification of any amount to be transferred from the Reserve Account into the Collection Account pursuant to Section 3.01(d); (iii) a certification that, as of such date and as of the Settlement Date (after giving effect to all distributions and transfers contemplated on such date), each of the Borrower, Seller and Servicer is and will be Solvent and no Event of Default, Default, Seller Default, Servicer Default or event that, with the giving of notice or passage of time or both, would become a Seller Default or a Servicer Default, has occurred or will occur as of such Settlement Date (after giving effect to all distributions and transfers contemplated on such date), or describing any of the foregoing that has occurred and the steps being taken as a result thereof; (iv) all information required pursuant to the Backup Servicing Agreement or necessary to enable the Backup Servicer to verify the information specified in the Backup Servicing Agreement (if any); (v) attaching a Borrowing Base Certificate, dated and current as of the close of business on the date preceding the delivery date for such Servicers Monthly Settlement Certificate set forth above, and showing as of such date and on a pro forma basis as of the Settlement Date (after giving effect to all distributions, transfers and other activity to occur on such Settlement Date), the calculation of the Eligible Pool Balance, Excess Concentration Amount, and Borrowing Base; (vi) attaching a Data File, and (vi) attaching a detailed Portfolio Report providing (A) collections activity with respect to the Collateral for the immediately preceding Collection Period, (B) a detailed calculation of (1) the Delinquency Ratio as of the last day of the immediately preceding Collection Period and the three-month average of the Delinquency Ratios as of the last day of the three most recent Collection Periods; (2) the Vintage Loss Percentage (including, without limitation, each component thereof set forth on Schedule II) as of the last day of the preceding Collection Period, (3) the Cohort Loss Value determined pursuant to the Model used to calculate the Advance Rate and the other applicable data (including, without limitation, with respect to any applicable adjustments forming part of such Advance Rate calculation) used in such Model (as referred to in Schedule II), and (4) the income verification percentage of Eligible Receivables that are Purchased Receivables as of the last day of the preceding Collection Period; (C) all other information needed by the Agents or Lenders for performance management and regulatory capital review, and (D) a certification as to the truth and accuracy of the foregoing, and that no Amortization Event has occurred (or reasonable detail with respect to any Amortization Event that has occurred); (viii) containing the Supplemental Information and Certification; and (ix) containing such other information as is reasonably requested by the Administrative Agent. The Borrower shall, or shall cause the Servicer to, immediately notify the Administrative Agent and Paying Agent if any such pro forma information or calculations fail to be true as of the applicable Settlement Date, together with corrected and updated information and calculations as of such Settlement Date.

(b) Lender Access to Information. The Administrative Agent may, at its option, make available to the Lenders via email, ftp site or internet website, all statements, reports and other information in its possession received under or in connection with this Agreement or any other Transaction Document. The Administrative Agent makes no representations or warranties as to the accuracy or completeness of such documents and will assume no responsibility therefor. In connection with providing access to any ftp or internet website, the Administrative Agent may require registration and the acceptance of a disclaimer and such site may be password-protected. None of the Administrative Agent, Paying Agent or Collateral Trustee shall be liable for the dissemination of information in accordance with this Agreement.

SECTION 4.01 Representations and Warranties of the Borrower. The Borrower makes the following representations and warranties, on which each Lender relies in funding each Advance, on which each Agent relies in entering into and continuing to perform under this Agreement, and on which the Collateral Trustee relies in receiving a security interest in the Purchased Receivables and the other Collateral. Such representations and warranties of the Borrower are made as of the date of this Agreement, as of each Advance Date (after giving effect to the funding of the applicable Advance), and as of each Prepayment/Release Date on which there is a Release (after giving effect thereto), unless such representation or warranty expressly refers to an earlier date, in which case it is made on such date with respect to such earlier date. The representations and warranties shall survive execution of this Agreement, the granting of Liens under the Security Agreement, the funding of each Advance and the Release of any Liens (but excluding with respect to any Receivables subject to such Release following the release of the Lien thereon).

(a) Organization and Good Standing. The Borrower is (i) a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware, and (ii) except where the failure to do so could not reasonably be expected to result in a Material Adverse Change, is in good standing with every Governmental Authority having jurisdiction over its activities.

(d) No Lien on Purchased Assets. Neither the execution and delivery of this Agreement or any other Transaction Document to which the Borrower is party, nor the consummation of the transactions contemplated hereby or thereby, nor compliance with the terms and conditions hereof or thereof, will result in the creation or imposition of any Lien on any Purchased Receivable or other Purchased Assets except in favor of the Collateral Trustee, for the benefit of the Secured Parties.

(f) No Proceedings. There is no litigation, proceeding or investigation pending or, to the knowledge of the Borrower, threatened against the Borrower, before any court, regulatory body, administrative agency or other tribunal or other Governmental Authority (i) asserting the invalidity of this Agreement, or any other the Transaction Document to which the Borrower is a party, or the transactions contemplated hereby or thereby, (ii) seeking to prevent the incurrence of indebtedness by the Borrower hereunder, or (iii) that could reasonably be expected to result in a Material Adverse Change.

(g) Regulations T, U and X. No proceeds of any Advance will be used, directly or indirectly, by the Borrower for the purpose of purchasing or carrying any Margin Stock (as defined in Regulation U of the Board of Governors of the Federal Reserve System) or for the purpose of reducing or retiring any Indebtedness that was originally incurred to purchase or carry Margin Stock or for any other purpose which might cause any Loan to be a purpose credit within the meaning of Regulation U. Neither the making of any Loan hereunder, nor the use of the proceeds thereof, will violate or otherwise conflict with the provisions of Regulations T, U or X of the Board of Governors of the Federal Reserve System.

(h) Investment Company Act and Volcker Rule Representations. (i) The Borrower is not a covered fund under Section 13 of the U.S. Bank Holding Company Act of 1956, as amended, and the implementing regulations therefor (the Volcker Rule), and is making the determination that it is not a covered fund in reliance on the exemption from the definition of investment company provided by Rule 3a-7 under the Investment Company Act, although there may be additional exclusions or exemptions available to the Borrower; (ii) the Borrower is not, and immediately after giving effect to the transactions completed on the Closing Date hereunder will not be, required to register as an investment company or a company controlled by an investment company within the meaning of the Investment Company Act; and (iii) the Purchased Receivables and other assets included in the Collateral are eligible assets as defined in Rule 3a-7 of the Investment Company Act. Each Loan is an eligible asset as defined in Rule 3a-7 of the Investment Company Act.

(i) Full Disclosure. The information contained herein, in any other Transaction Document, and in any Advance Notice, Prepayment/Release Notice, Servicers Monthly Settlement Certificate, Borrowing Base Certificate, Data File (including the loan identification number, Receivable Balance, rating, term, interest rate, origination date and Purchase Date of any Purchased Receivable), and any other report, financial statement, exhibit, schedule, officers certificate, instrument, or document furnished by or on behalf of the Borrower or Servicer to any Lender, any Agent, or the Backup Servicer under or in connection with this Agreement or any other Transaction Document, are and shall be true and correct in all material respects (or, in the case of projections or other forward looking information, the Borrower represents only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time made (it being understood that such projected financial information is subject to significant uncertainties and contingencies, any of which are beyond the Borrowers control, that no assurance can be given that any particular projections will be realized and that actual results during the period or periods covered by any such projected financial information may differ significantly from the projected results and such differences may be material)) on the date as of which such information is stated or certified (as modified or supplemented by other information so furnished and when taken as a whole) and do not and will not contain an untrue statement of a material fact, or omit to state any material fact necessary to make the statements herein or therein contained, in the light of the circumstances under which they were made, not misleading in any material respect.

(i) Immediately prior to the transfer to the Seller, the Originator had good and marketable title to and was the sole legal owner of each Receivable that has become a Purchased Receivable; the Seller validly purchased each such Receivable from the Originator, free and clear of any Liens (other than Permitted Liens), pursuant to the Originator Program Documents; the transfer of such Receivables pursuant to the Originator Program Documents constitutes a true sale thereof from the Originator to the Seller; and the ownership interest of the Seller in each such Receivable is a valid, perfected, and continuing, first priority Security Interest therein that is effective against creditors of and transferees from the Originator; the Originator has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any Receivable that has become a Purchased Receivable to any Person other than the Seller; all of the foregoing with respect to the Receivables that became Purchased Receivables applies equally to any other Purchased Assets and Collateral that were subject to the Originator Program Documents.

(iv) There are no judgment or tax lien filings against the Originator, the Seller or the Borrower; the Originator, the Seller and the Borrower each received all consents and approvals required by the terms of any Receivable Documents governing any Purchased Receivables to the Security Interest granted in (and, in the case of the Originator and the Seller, the sale of) the Purchased Receivables by such Person pursuant to the Transaction Documents.

(vi) No effective financing statement naming any Originator, the Seller or the Borrower as debtor or seller covering any Purchased Receivable or other Collateral is on file with the Secretary of State of the State of Delaware, the state of organization of the Originator, or any other jurisdiction, and no such filing has been authorized by the Originator, the Seller, or the Borrower, other than the filings described in clause (vii) hereof.

(vii) Financing statements have been filed in with the Secretary of State of the State of organization of the debtor against (A) the Originator, as debtor/seller, in favor of the Seller, as secured party/purchaser; (B) the Seller, as debtor/seller, in favor of the Borrower, as assignor/secured party/purchaser, and assigned to the Collateral Trustee, for the benefit of the Secured Parties, as assignee secured party, and (C) the Borrower, as debtor, in favor of the Collateral Trustee, for the benefit of the Secured Parties, as secured party, that, in each such case, describe or cover the Purchased Receivables and other Purchased Assets as collateral thereunder. All of the foregoing financing statements remain duly filed with the Secretary of State of the State of organization of the debtor named therein. No such filing has been assigned to any other Person or terminated. All amendments to the financing statements listed in this paragraph that are necessary (and only such amendments that are necessary) to continue the perfection of the secured party (or assignee secured party, as applicable) listed therein in the Purchased Receivables and other Purchased Assets under the applicable UCC have been made (such as in connection with a debtor name change, if applicable).

(viii) The Account Control Agreement creates a valid and perfected continuing security interest (as defined in the applicable UCC) in the Reserve Account (prior to a Reserve Account Termination Date) and the Collection Account in favor of the Collateral Trustee for the benefit of the Secured Parties, which security interest is prior to all other Liens. If any Purchased Receivable is evidenced by an electronic instrument, electronic chattel paper, or transferrable record, the Collateral Trustee, for the benefit of the Secured Parties, has control of the sole authoritative copy thereof, which is held by the Custodian, pursuant to the Collateral Control Agreement in accordance with applicable Electronic Receivables Laws or the UCC, as applicable. No Person other than the Collateral Trustee, for the benefit of the Secured Parties, has been given control (within the meaning of any applicable Electronic Receivables Laws or the UCC) of any Promissory Note or other Receivables Documents evidencing any Purchased Receivable or any deposit account owned by the Borrower.

(m) Eligible Receivables. All of the Purchased Receivables have been selected from the Prime or Near Prime programs of Seller and, if included in the Borrowing Base on any Borrower Base Certificate or designated as Eligible Receivables on any Data File, such Purchased Receivables shall be Eligible Receivables as of the date of delivery of such Borrowing Base Certificate (or the date specified thereon). The Borrower shall not make purchases from any program other than the Prime or Near Prime programs of Seller without the prior written consent of the Administrative Agent. The Borrower has (itself or through the Servicer) conducted such due diligence and other review as it considered necessary with respect to the Purchased Receivables and other Collateral to make the representations and warranties herein set forth.

(n) No Fraudulent Conveyance. As of the Closing Date and immediately after giving effect to each Advance, the Borrower is and will be Solvent, does and intends to pay its debts as they mature. The Borrower does not intend to incur, or believe that it has incurred, debts beyond its ability to pay such debts as they mature. The Borrower is not in default under any material obligation to pay money to any Person. The Borrower is not contemplating the commencement of Insolvency Proceedings or the appointment of a receiver, liquidator, conservator, trustee or similar official in respect of the Borrower or any of its assets. The Borrower is not transferring any Collateral with any intent to hinder, delay or defraud any of its creditors. The Borrower will not use the proceeds from any Advance to give any preference to any creditor or class of creditors. The Borrower has given fair consideration and reasonably equivalent value in exchange for the sale or transfer to the Borrower of the Purchased Receivables by the Seller under the Receivables Purchase Agreement. The Seller has given fair consideration and reasonably equivalent value in exchange for the sale of to the Seller the Receivables by Originator under the Originator Program Documents.

(p) No Other Business. (x) The Borrower engages in no business activities other than the purchase or acquisition of the Receivables, Receivable Document Packages and other related Purchased Assets, and proceeds of the foregoing in the ordinary course of its business, sale or other disposition of the Receivables, Receivable Document Packages and other Purchased Assets and proceeds of the foregoing in the ordinary course of its business, financing its purchase or acquisition of the Purchased Assets pursuant to this Agreement, pledging the Purchased Assets and other Collateral under the Transaction Documents, transactions contemplated by the Transaction Documents, and other activities relating to the foregoing to the extent permitted by the Borrower Organizational Documents. (y) Without limiting the foregoing, the Borrower is not a borrower under any loan or financing agreement, facility or other arrangement other than the Facility established pursuant to this Agreement and the other Transaction Documents. The Borrower is not party to any agreement, covenant or undertaking that restricts the power or authority of the Borrower, acting without the consent of any other Person, to amend, waive or otherwise modify any provision of this Agreement or any other Transaction Document.

(i) Schedule VIII sets forth each Plan and Multiemployer Plan as of the Closing Date. Each Plan is in compliance in form and operation with its terms and with applicable requirements of ERISA and the Code (including without limitation the Code provisions compliance with which is necessary for any intended favorable tax treatment) and all other applicable laws and regulations, except where any failure to comply could not result in material liability. Each Plan (and each related trust, if any) which is intended to be qualified under Section 401(a) of the Code has received a favorable determination letter from the IRS to the effect that it meets the requirements of Sections 401(a) and 501(a) of the Code covering all applicable tax law changes or is comprised of a master or prototype plan that has received a favorable opinion letter from the IRS, and, nothing has occurred since the date of such determination that would adversely affect such determination (or, in the case of a Plan with no determination, nothing has occurred that would materially adversely affect the issuance of a favorable determination letter or otherwise materially adversely affect such qualification). No ERISA Event has occurred, or is reasonably expected to occur, other than as could not, individually or in the aggregate, result in material liability.

(iii) None of the Borrower, any Subsidiary or any ERISA Affiliate is making or accruing an obligation to make contributions, or has within any of the five calendar years immediately preceding the date this assurance is given or deemed given, made or accrued an obligation to make contributions to any Multiemployer Plan.

(v) The Borrower, any Subsidiary and any ERISA Affiliate have made all contributions to or under each Plan and Multiemployer Plan required by law within the applicable time limits prescribed thereby, the terms of such Plan or Multiemployer Plan, respectively, or any contract or agreement requiring contributions to a Plan or Multiemployer Plan save where any failure to comply, individually or in the aggregate, could not reasonably be expected to result in material liability.

(s) Compliance with Law. Each of the Borrower, the Seller, and the Servicer (i) are in compliance with all applicable Requirements of Law, including all applicable AML-BSA Laws (as defined in the Receivables Purchase Agreement); and (ii) are in compliance with each and every order of any Governmental Authority or other board or tribunal, except, in each case, where any such noncompliance could not reasonably be expected to result in a Material Adverse Change.

(t) Tax Matters. The Borrower has paid and discharged, and has caused LendingClub to pay and discharge, all material Taxes and governmental charges upon it or against any of its properties or assets or its income prior to the date after which penalties attach for failure to pay, except to the extent that (i) such Person has been contesting in good faith in appropriate proceedings its obligation to pay such Taxes or charges, (ii) adequate reserves having been set aside for the payment thereof in accordance with GAAP, and (iii) such failure to pay could not give rise to a tax lien on any Collateral (other than Liens described in clause (iii) in the definition of Permitted Liens). The Borrower is a disregarded entity that is wholly owned by a United States person within the meaning of Section 7701(a)(30) of the Code for federal income tax purposes and no election has been made or will be made to treat the Borrower as a corporation or an association taxable as a corporation for federal income tax purposes.

(u) Compliance with Anti-Bribery Laws. Neither the Borrower nor any other LC Group Member nor, to the knowledge of the Borrower or such other LC Group Member, any Affiliate, director, officer, agent, or employee of the Borrower or such other LC Group Member, or any other Person acting on behalf of the Borrower or any other LC Group Member is aware of or has taken any action, directly or indirectly, that could result in a violation or a sanction for violation by such persons of the Foreign Corrupt Practices Act of 1977 or the U.K. Bribery Act 2010, each as may be amended, or similar law of any other relevant jurisdiction, or the rules or regulations thereunder; and the Borrower and each other LC Group Member has instituted and maintain policies and procedures to ensure compliance with the foregoing. No part of the proceeds of the Advances will be used, directly or indirectly, in violation of the Foreign Corrupt Practices Act of 1977 or the U.K. Bribery Act 2010, each as may be amended, or similar law of any other relevant jurisdiction, or the rules or regulations thereunder.

SECTION 4.02 No Waiver. The knowledge by any Agent or Lender (or any employee, officer, director, representative or agent of any of them) of any inaccuracy or breach of any representation and warranty provided by the Borrower or any other LC Group Member (in any capacity) pursuant to this Article IV, any other Transaction Document, or any other instrument, certificate or agreement, regardless of when, how or from what source such knowledge is acquired, shall not be a waiver by such Person with knowledge or any other Person of such representation and warranty or a waiver of the rights of any of them with respect to such breach. Each Agent and Lender expressly reserves the right to assert any and all claims for, or arising from, the breach of any representation and warranty by the Borrower or any such other LC Group Member, regardless of any knowledge of such breach prior to Closing Date or at any time thereafter. No Agent or Lender (or any employee, officer, director, representative or agent of any of them) has any duty to disclose to the Borrower or any other LC Group Member (in any capacity) any knowledge of any breach of any representation and warranty, regardless of when, how or from what source such knowledge is acquired.

SECTION 5.01 Conditions to the Initial Advance. The obligation to fund the initial Advance and perform the respective obligations of the Agents and the Lenders hereunder is subject to satisfaction of all of the conditions precedent set forth below in this Section, to the sole satisfaction of all of the Agents and Lenders.

(c) Upfront Fee and Obligations. The Borrower has paid or caused to be paid (i) the Upfront Commitment Fee due to each Committed Lender pursuant to the Fee Letter and (ii) reasonable legal fees and expenses of Mayer Brown LLP, as counsel to the Administrative Agent, for the initial negotiating, documenting and closing of the transactions contemplated hereby (subject to any mutually agreed fee cap), and (iii) the reasonable out-of-pocket expenses of the Administrative Agent, the Collateral Trustee, the Account Bank, and the Paying Agent pursuant to Section 9.06(a);

(ii) copies of certificates (long form) or other evidence from the Secretary of State or other appropriate authority of the State of Delaware, evidencing the good standing of the Borrower and the Servicer in the State of Delaware, in each case, dated no earlier than 15 days prior to the Closing Date;

(iv) a certificate of an Authorized Officer of LendingClub (in any capacity) and the Borrower stating that (A) the representations and warranties of such party in this Agreement and any other Transaction Document are true and correct as of the Closing Date, (B) such party has complied with all applicable covenants and agreements in the Transaction Documents to which it is a party, and (C) all conditions set forth in this Section 5.01 on its part to be performed or satisfied on or prior to the date hereof have been satisfied.

(i) a legal opinion from counsel to Borrower, opining that (A) the Borrower is not a covered fund within the meaning of the final regulations issued December 10, 2013, implementing Section 619 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, commonly known as the Volcker Rule; (B) the Borrower is not, and immediately after giving effect to the transactions completed on the Closing Date hereunder will not be, required to register as an investment company within the meaning of the Investment Company Act, as amended (the 1940 Act); (C) the Purchased Receivables and other assets included in the Collateral are eligible assets as defined in Rule 3a-7 of the Investment Company Act; and (D) each Loan is an eligible asset as defined in Rule 3a-7 of the Investment Company Act.

(ii) a legal opinion from counsel to the Borrower and Seller, opining that each of (i) the security interest in the Purchased Receivables and other Purchased Assets granted by the Seller to the Borrower, and (ii) the security interest in the Purchased Receivables, Purchased Assets, Collection Account and other Collateral granted by the Borrower to the Collateral Trustee, for the benefit of the Secured Parties, is valid and perfected under the applicable UCC;

(f) UCC Filings. The Administrative Agent has received (i) UCC search results with respect to the Seller and the Borrower; (ii) satisfactory evidence of any required lien releases; and (iii) UCC filings (A) naming the Borrower as debtor and the Collateral Trustee as secured party, and (B) naming the Seller as debtor/seller, the Borrower as secured party/purchaser and the Collateral Trustee as assignee of the original secured party.

(j) Due Diligence. Each Agent and each Lender has completed, to its satisfaction, its due diligence review and audits of the Borrower and the Servicer and their respective management, controlling stockholders, systems, underwriting, servicing and collection operations, static pool performance and loan files (subject to the requirements with respect to the delivery of the initial AUP Letter on or prior to six months form the Closing Date as set forth in Section 6.01(t)).

(d) No Borrowing Base Deficiency or Required Reserve Account Deposit Amount. After giving effect to such Advance or Release (including any related prepayment made at the time of such Release and any deposit into or withdrawal from the Reserve Account to be made in connection with such Advance or Release, as the case may be), there shall be no Borrowing Base Deficiency and the Required Reserve Account Deposit Amount shall not be more than zero ($0.00).

(e) Representations and Warranties. The representations and warranties made by the Seller, Servicer and Borrower in the Transaction Documents shall be true and correct in all material respects (except to the extent already qualified by materiality, in which case such representations and warranties shall be true and correct in all respects) as of the applicable Activity Date after giving effect to any Advance or Release (and any related prepayment made at the time of such Release), as applicable, on such date (except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct in all material respects (except to the extent already qualified by materiality, in which case such representations and warranties shall be true and correct in all respects)) as of such earlier date).

(f) Custodian Possession. Solely with respect to any Advance, no Person other than the Custodian is in actual or constructive possession of the authoritative copy of any promissory note or other transferrable record included as part of any Receivable Document Package for each Purchased Receivable, and the Collateral Trustee, for the benefit of the Secured Parties, has sole control thereof pursuant to the Collateral Control Agreement. With respect to any Advance, on the date that the Borrower delivers the applicable Advance Notice with respect to such Advance, the Seller shall have delivered to the Custodian and the Custodian shall have sole possession (with control by the Collateral Trustee, for the benefit of the Secured Parties), of the Receivable Document Packages with respect to the Receivables to be transferred to the Borrower on the related Advance Date, and such other documentation and information (or Data File) as required under the Collateral Control Agreement or reasonably requested by the Custodian, all of the foregoing of which shall be true, complete and correct in all material respects.

(i) any Material Adverse Change, Regulatory Trigger Event, Amortization Event, Default, Event of Default, Servicer Default, Seller Default, or any event which with the giving of notice or lapse of time, or both, would become a Servicer Default or Seller Default, or any event of default or default under any other material agreement of the Borrower or any agreement of LendingClub or any other LC Group Member that either evidences or gives rise to Material Indebtedness or that could reasonably be expected to result in a Material Adverse Change;

(ii) the filing, commencement, or receipt of service of process by any agent or representative of LendingClub, the Borrower or any other LC Group Member, as the case may be, of or for any litigation, governmental inquiry, legal process, arbitration, or administrative, regulatory, judicial or quasi- judicial proceeding, action, suit or investigation against LendingClub, the Borrower or any other LC Group Member, or any material adverse development therein, or material adverse judgment or decree with respect thereto, that (in the case of any of the foregoing): (A) questions or challenges the validity or enforceability of any of the Transaction Documents, (B) could reasonably be expected to result in a material impairment of, or otherwise could reasonably be expect to adversely effect, a material portion of the Purchased Receivables or the related Receivables Documents, (C) if adversely determined could result in liability (or loss of value with respect to Collections) in excess of $300,000 for the Borrower or $35,000,000 for LendingClub or any other LC Group Member, (D) involves a putative class action brought against the Borrower, LendingClub or any other LC Group Member, or (E) has resulted in or, if adversely determined, could reasonably be expected to result in, a Material Adverse Change (for avoidance of doubt, any of the foregoing shall not be deemed to be a Regulatory Trigger Event unless such event satisfies the definition thereof); or

Each notice pursuant to this subsection (a) shall be accompanied by a statement signed by an Authorized Officer of LendingClub or the Borrower, as applicable, setting forth details of the occurrence referred to therein and stating what action LendingClub and the Borrower, as the case may be, has taken or proposes to take with respect thereto. For avoidance of doubt, except to the extent necessary for the Secured Parties to enforce rights against the Collateral after an Event of Default (including, without limitation, access to the Receivables Documents by a successor Servicer), nothing in this provision shall require the Borrower, LendingClub, or any Subsidiary thereof to disclose to any Agent or any other Person: (A) any attorney work product or records subject to attorney-client privilege if such disclosure would cause a loss of the attorney-client privilege in connection with active litigation to the detriment of the Borrower, Seller, or Servicer, (B) any records subject to a binding, noncancellable confidentiality agreement with a third party, the disclosure of which would violate such confidentiality agreement, unless the Administrative Agent or its representative could, pursuant to the terms thereof, agree to confidentiality restrictions or other terms in order to gain access, and such Agent or its representative agrees to such terms, provided, that during the continuance of an Event of Default, the Borrower shall, and shall cause the Seller and Servicer to, take all actions possible to make such disclosure to the Administrative Agent in a manner that does not violate any outstanding confidentiality agreement, or (C) any records the disclosure of which to the Administrative Agent or its representative (including on a confidential basis), as confirmed in an opinion of counsel to the Borrower, Seller or Servicer, as applicable, delivered to the Administrative Agent, is prohibited by applicable law and there is no manner to disclose such information (or any portion thereof) without violating applicable law; provided, that such disclosure shall be made to the fullest extent permitted by applicable law; and provided, further, that during the continuance of an Event of Default, the Borrower shall, and shall cause the Seller and Servicer, to take all possible actions to provide such disclosure in a manner that will not violate applicable law.

(c) Continuity of Business. The Borrower shall and shall cause LendingClub to: (i) preserve and maintain its legal existence; and (ii) maintain all licenses, rights, permits, franchises and qualifications necessary to perform its respective obligations under this Agreement and the other Transaction Documents and to operate its business generally, except, in the case of clause (ii), where failure to so maintain could not reasonably be expected to result in a Material Adverse Change.

(d) Additional Information. The Borrower shall, or shall cause the Servicer to, deliver to the Administrative Agent and any Lender, from time to time, (i) statements and schedules further identifying and describing the Collateral, and (ii) such other reports and information with respect to the Collateral, the Managed Pool Receivables, and/or the respective operations, policies and practices of LendingClub or the Borrower, in any such case, as the Administrative Agent or any Lender shall reasonably request.

(f) Continuous Perfection and Protection of Security Interest. The Borrower shall take all actions that are necessary to maintain the valid, perfected, first priority Security Interest of the Collateral Trustee, for the benefit of the Secured Parties, in and to all of the Collateral, free of all Liens (other than Permitted Liens), including to implement and maintain the requirements described in Section 4.01(k).

(k) Financial Statements. The Borrower shall provide to the Administrative Agent (which notice the Administrative Agent shall promptly make available to the Lenders in accordance with its customary practice): (i) (A) within forty five (45) days of the end of each of the first three fiscal quarters of LendingClub, if not publicly available, LendingClubs unaudited consolidated balance sheet and related statements of operations, stockholders equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of the previous fiscal year), all certified by one of its Authorized Officers as presenting fairly in all material respects the financial condition and results of operations of LendingClub and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes, and, (B) within sixty (60) days of the end of each of its first three fiscal quarters, the Borrowers unaudited balance sheet and related statements of operations and cash flows as of the end of and for such fiscal quarter, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of the previous fiscal year), all certified by one of its Authorized Officers as presenting fairly in all material respects the financial condition and results of operations of the Borrower in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes, and (ii) within ninety (90) days after the end of such fiscal year of LendingClub, (A) if not publicly available, LendingClubs audited consolidated balance sheet and related statements of operations, stockholders equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, that has been audited and reported by Deloitte & Touche LLP or other independent public accountants of recognized national standing reasonably approved by the Administrative Agent to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of LendingClub and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, and (B) the Borrowers unaudited consolidated balance sheet and related statements of operations and cash flows as of the end of and for such fiscal year that was used in preparing the LendingClub consolidated financial statements, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of the previous fiscal year), all certified by one of its Authorized Officers as presenting fairly in all material respects the financial condition and results of operations of the Borrower in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes.

(m) Insurance. The Borrower shall cause LendingClub to maintain commercial liability insurance and fidelity bonds, with coverage amounts of $5 million and $1 million, respectively, which such fidelity bonds would cover any loss of proceeds by LendingClub as Servicer under the Servicing Agreement caused by employee misconduct, and with an insurance company reasonably acceptable to the Administrative Agent; provided that the Borrower shall cause LendingClub to use commercially reasonable efforts to increase the foregoing coverage amounts to an amount reasonably requested by the Administrative Agent (not more than $20 million and $10 million, respectively) (or, if either such amount is not available on commercially reasonable terms, to such increased amounts as commercially reasonable under the circumstances), upon annual renewal. The coverage amounts described in this subsection may be obtained through any combination of primary and excess insurance. The Borrower shall ensure that, within sixty (60) days of the execution of this Agreement, the Collateral Trustee, as agent for the Secured Parties, is named as a loss payee or additional insured under each such insurance policy or fidelity bond. The Borrower shall, or shall cause LendingClub to prepare and present, on behalf of itself and the Collateral Trustee, claims under any such insurance policies or fidelity bonds that relate to loss of proceeds with respect to the Purchased Receivables in a timely fashion in accordance with the terms of such policy, and upon the filing of any such claim on any fidelity bonds described in this subsection (m), the Borrower shall, or shall cause LendingClub to, promptly notify the Administrative Agent of such claim.

(n) Portfolio Report. The Borrower shall, or shall cause the Servicer to, provide to the Administrative Agent (i) a monthly portfolio report, in a form reasonably acceptable to the Administrative Agent, and (ii) additional information concerning the Borrower, the Servicer, the Purchased Receivables and the Managed Pool Receivables that the Administrative Agent may reasonably request from time to time to satisfy or fulfill regulatory requirements applicable to the Administrative Agent or the Lenders.

(p) Rating Cooperation. The Borrower shall, and shall cause the Seller and Servicer to, cooperate with all reasonable requests of the Administrative Agent in connection with procuring a rating or rating letter from any nationally recognized statistical rating agency in connection with this Agreement, including, without limitation, providing all such information with respect to the Collateral, the Borrower, the Seller, and its Affiliates as may be required by such rating agency for purposes of providing and monitoring such rating; provided, that none of the Borrower, Seller, Servicer or any other LC Group Member shall be liable for the rating agency fees incurred in connection therewith.

(a) Sales of or Liens on Collateral; Termination of Receivables. Except as expressly contemplated by this Agreement (including, without limitation, in connection with any Release) or any other Transaction Document, the Borrower shall not and, except as expressly permitted pursuant to the Servicing Agreement, shall not permit the Servicer to, sell, pledge, assign or transfer to any other Person, or grant, create, incur, assume or suffer to exist any Lien (including, without limitation, any IRS Lien or ERISA Lien) on or any interest in, the Collateral other than Permitted Liens.