Exhibit 10.2


 


Execution
Version


 


CONFIDENTIAL
TREATMENT


[***]
indicates that text has been omitted which is the subject of a confidential treatment request.


This
text has been separately filed with the SEC. 


 

WEBBANK

 


and

 


PROSPER
MARKETPLACE, INC.

 


MARKETING
AGREEMENT

 


Dated
as of July 1, 2016


    	 



    	 



    

SCHEDULES
AND EXHIBITS


	 	SCHEDULE 1	Definitions
	 	SCHEDULE 6	The Marketing Fee
	 	SCHEDULE 7(b)(4)	Litigation
	 	SCHEDULE 40	Minimum Obligations
	 	EXHIBIT A	The Program Website
	 	EXHIBIT B	Credit Policy
	 	EXHIBIT C	Form of Application
	 	EXHIBIT D	Loan Documentation
	 	EXHIBIT E	Sample Funding Statement
	 	EXHIBIT F	Insurance Requirements
	 	EXHIBIT G	Program Compliance Manual
	 	EXHIBIT H	Third-Party Service Contractors
	 	EXHIBIT I	Bank Secrecy Act Policy



    	 



    	 



    

This
MARKETING AGREEMENT (this “Agreement”), dated as of July 1, 2016, is made by and between WEBBANK, a Utah-chartered
industrial bank having its principal location in Salt Lake City, Utah (“Bank”), and PROSPER MARKETPLACE, INC., a Delaware
corporation, having its principal location in San Francisco, California (“Company”).


WHEREAS,
Company is in the business of providing certain services necessary for the origination of consumer installment loans;


WHEREAS,
Bank is in the business of originating various types of consumer loans, including installment loans;


WHEREAS,
Bank and Company have entered into a Second Amended and Restated Loan Account Program Agreement, dated as of January 25, 2013,
pursuant to which Bank has retained Company to identify consumers who qualify for the Bank’s consumer installment loans,
to market such loan program and to provide an online interface and certain other operational services in support of such loan
program (as amended from time to time, the “Existing Program Agreement”); and


WHEREAS,
effective as of the date hereof, the Parties desire to amend and restate the terms of the Existing Program Agreement on the terms
and conditions set forth herein.


NOW,
THEREFORE, in consideration of the foregoing and the terms, conditions and mutual covenants and agreements herein contained, and
for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Bank and Company mutually agree
as follows:


		1.	Definitions;
                                         Effectiveness.



		(a)	The
                                         terms used in this Agreement shall be defined as set forth in Schedule 1, and the rules
                                         of construction set forth in Schedule 1 shall apply to this Agreement.



		(b)	This
                                         Agreement shall be effective as of August 1, 2016 (the “Effective Date”)
                                         and, as of the Effective Date, shall supersede and replace the Existing Program Agreement.
                                         This Agreement shall apply to all Loans originated by Bank during the term of this Agreement,
                                         beginning on the Effective Date. Loans originated on or after the Effective Date shall
                                         not be subject to the Existing Program Agreement.



		(c)	All
                                         Loans originated by Bank prior to the Effective Date shall be governed by the terms of
                                         the Existing Program Agreement as in effect at the time that such Loans were originated,
                                         and shall not be subject to the terms of this Agreement.



		(d)	This
                                         Agreement shall not operate so as to render invalid or improper any action heretofore
                                         taken under the Existing Program Agreement.



		2.	Program
                                         Marketing and Services.



		(a)	Bank
                                         hereby retains Company to serve as Bank’s marketing and operations vendor for the
                                         Program. As such, Company shall perform the following services for Bank and the Program:




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		(1)	Company
                                         shall promote and otherwise market the Program and the Loans at Company’s own cost.
                                         In performing such promotion and other marketing services, (A) Company may devote such
                                         monetary and other resources as it deems appropriate in its sole discretion; and (B)
                                         Company may use any form of media, provided that Company shall discontinue the use of
                                         any specific form of media or media channel if reasonably directed to do so by Bank.
                                         Company’s promotion and marketing efforts shall not be required to produce any
                                         minimum number of Loans or other benefits to the Program during the Term of this Agreement
                                         or any year, month, or other period under this Agreement. Company may refer to Bank and
                                         the Program in promotional and marketing materials, including marketing scripts, upon
                                         the condition that any references to Bank and/or the Program in any such materials (and
                                         any changes in such materials) must receive the prior written approval of Bank; provided,
                                         however, that Bank’s prior written approval shall not be required with respect
                                         to investor-oriented communications by Company to its existing customers unless such
                                         communications also contain any information (i) directed towards, or about, Borrowers
                                         or Applicants, or (ii) describing or otherwise about the application process, in
                                         which case Bank’s prior written approval of such communications shall be required.
                                         Bank may require a change in such materials upon written notice provided to Company to
                                         the extent that such change is required by Applicable Laws, or to the extent that Bank
                                         determines such change is necessitated by safety and soundness concerns. Company shall
                                         ensure that all promotional and marketing materials for the Program shall be accurate
                                         and not misleading in all material respects. Company shall ensure that all promotional
                                         and marketing materials and strategies for the Program comply with Applicable Laws.



		(2)	Company
                                         shall host and maintain the Program Website and provide customer support, regulatory
                                         compliance, administrative, and other operational services to support Bank’s origination
                                         of Loans and the Program generally. Company shall provide such services for the Program
                                         in a manner consistent with Company’s obligations specified in this Agreement and
                                         as the Parties may mutually agree in writing from time to time.



		(b)	Bank
                                         acknowledges and agrees that (i) pursuant to Section 12 of this Agreement, Company is
                                         licensing to Bank valuable Proprietary Material of Company for use in the marketing and
                                         operation of the Program, which includes but is not limited to use of the Program Website;
                                         (ii) because the value of such Proprietary Material may be affected by Bank’s lending
                                         activities under the Program, Company requires Bank to perform and Bank hereby agrees
                                         to perform Bank’s lending activities under the Program with due regard to Company’s
                                         interests in such Proprietary Material and in close coordination with Company as specified
                                         hereafter in this Agreement; and (iii) the compensation to be paid by Bank to Company
                                         under this Agreement is in consideration of Company’s licensing of such Proprietary
                                         Material to Bank as well as Company’s marketing and operational services to Bank
                                         and the Program under this Agreement.



		3.	Extension
                                         of Credit. Company acknowledges that its approval of an Application on Bank’s
                                         behalf creates a creditor-borrower relationship between Bank and Borrower which involves,
                                         among other things, the disbursement of Loan Proceeds. Nothing in this Agreement shall
                                         obligate Bank to extend credit to an Applicant or disburse Loan Proceeds if Bank determines,
                                         in its sole discretion, that doing so would be an unsafe or unsound banking practice
                                         or that such extension of credit would be in violation of the Credit Policy. Bank shall
                                         use reasonable commercial efforts to provide Company prior notice of a decision not to
                                         extend credit to an Applicant or disburse Loan Proceeds in reliance on the preceding
                                         sentence and, in all instances where Bank does not provide such prior notice, Bank shall
                                         provide Company prompt notice after making a decision not to extend credit to an Applicant
                                         or disburse Loan Proceeds in reliance on the preceding sentence.




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		4.	Consumer
                                         Documents and Credit Policy. The following documents, terms and procedures (“Consumer
                                         Finance Materials”) have been approved by Bank and will be used by Bank initially
                                         with respect to the Loans are attached to this Agreement: (i) the Program Website
                                         (screen shots of each page of the Program Website) as Exhibit A; (ii) Credit
                                         Policy as Exhibit B; (iii) form of Application, including disclosures
                                         required by Applicable Laws, as Exhibit C; and (iv) form of Loan Agreement,
                                         privacy policy and privacy notices, and all other Applicant and Borrower communications
                                         as Exhibit D. The Consumer Finance Materials shall not be changed without
                                         the prior written consent of both Parties, which consent shall not be unreasonably withheld
                                         or delayed; provided, however, that Bank may change the Consumer Finance Materials upon
                                         written notice provided to Company but without Company’s prior written consent,
                                         to the extent that such change is required by Applicable Laws or necessitated by safety
                                         and soundness concerns, and Bank may change the Credit Policy in order to ensure that
                                         Loan pricing is consistent with prudent management of the expected return and loss exposure.
                                         The Parties acknowledge that each Loan Agreement and all other documents referring to
                                         the creditor for the Program shall identify Bank as the creditor for the Loans. Company
                                         shall ensure that the Consumer Finance Materials comply with Applicable Laws.



		5.	Loan
                                         Processing, Origination, and Servicing.



		(a)	On
                                         behalf of Bank, Company shall process Applications received from Applicants via the Program
                                         Website and other authorized channels (including retrieving credit reports) to determine
                                         whether the Applicant meets the eligibility criteria set forth in Bank’s Credit
                                         Policy and Bank’s “Know Your Customer” and anti-money laundering criteria
                                         (collectively, the “Bank Secrecy Act Policy”), which is attached hereto as
                                         Exhibit I, and which may be updated by Bank from time to time and such
                                         updates shall be effective upon notice to Company as set forth herein. Company shall
                                         respond to all inquiries from Applicants regarding the application process.



		(b)	Company
                                         shall forward to Bank mutually agreed information including name, address, social security
                                         number, date of birth, and credit attributes regarding Applicants who meet the eligibility
                                         criteria set forth in the Credit Policy. Company shall have no discretion to override
                                         Bank’s Credit Policy with respect to any Applications.



		(c)	Subject
                                         to the terms of this Agreement, Bank shall establish Loans with respect to Applicants
                                         who meet the eligibility criteria set forth in the Credit Policy.



		(d)	Pursuant
                                         to procedures mutually agreed to by the Parties for the Program, Company shall deliver
                                         the Bank’s adverse action notices (in a form approved by Bank) to Applicants on
                                         who do not meet Bank’s Credit Policy criteria or are otherwise denied by Bank.



		(e)	On
                                         behalf of Bank, Company shall deliver the Bank’s Program privacy notices (in a
                                         form approved by Bank) and Loan Agreements to Borrowers.



		(f)	Company
                                         shall hold and maintain, as custodian for Bank, all documents of Bank pertaining to Loans.
                                         Company shall periodically provide to Bank copies of records required to be maintained
                                         under the Bank Secrecy Act Policy and such other documents regarding Loans as requested
                                         by Bank, at intervals mutually agreed to by the Parties or as required by Bank to comply
                                         with Applicable Laws or requests of a Regulatory Authority.




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		(g)	Pursuant
                                         to Section 16, as Bank reasonably requires and upon reasonable advance written notice
                                         to Company, Bank will periodically audit Company for compliance with the terms of this
                                         Section 5 and the Agreement as a whole, including compliance with the standards set forth
                                         herein for Loan origination.



		(h)	Bank
                                         shall pay to Company the Marketing Fee, in consideration for Company’s marketing
                                         and other activities for the Program. The Marketing Fee for a Loan shall be paid by Bank
                                         to Company on the day that a Loan is funded as provided in Section 6(b). Bank shall transfer
                                         by wire transfer, or initiate a transfer by ACH or other mutually acceptable means, to
                                         an account designated by Company by no later than 4:00 PM Mountain Time the aggregate
                                         Marketing Fee set forth on the Funding Statement.



		(i)	Company
                                         will take all actions necessary to effect and maintain Bank’s ownership interest
                                         in the Loans, until such Loans may be sold or transferred by Bank.



		(j)	Company
                                         shall not create or suffer to exist (by operation of law or otherwise) any lien, encumbrance
                                         or security interest upon or with respect to any of the Loans, until such Loans may be
                                         sold or transferred by Bank. Company shall immediately notify Bank of the existence of
                                         any such lien, encumbrance or security interest and shall defend the right, title and
                                         interest in, to and under the Loans against all claims of third parties.



		(k)	Company
                                         shall service and administer the Loans for as long as Bank owns the Loans; provided,
                                         that if a Loan is serviced by Company for Bank pursuant to the Servicing Agreement, then
                                         Company shall no longer be obligated to service such Loan under this Agreement. Such
                                         servicing shall include statementing (to the extent necessary), payment processing, collections,
                                         customer service, refunds and adjustments, customer disputes, and providing such other
                                         services as are ordinary and customary in the servicing of installment loans.



		(1)	Company
                                         shall service the Loans owned by Bank using that degree of care, skill, prudence and
                                         attention that is (i) deemed commercially reasonable in the unsecured consumer loan servicing
                                         industry and (ii) no less than the degree of care, skill, prudence and attention that
                                         it uses in relation to its servicing and administration of unsecured consumer loans and
                                         related participations for the account of its Affiliates or its or their other customers,
                                         clients, assigns and transferees, exercising reasonable business judgment and with a
                                         view to the timely recovery of all payments of principal and interest or, in the case
                                         of a delinquent Loans, reasonable attempts to maximize the receipt of principal and interest
                                         on the Loan, without regard to (A) any relationship, including as facilitator (or, if
                                         Company engages in the business of lending, as lender) on any other debt, that Company
                                         or a Subcontractor, as the case may be, or any Affiliate thereof, may have with the related
                                         Borrower or (B) the right of Company or a Subcontractor, as the case may be, or any Affiliate
                                         thereof, to receive compensation or reimbursement of costs hereunder generally or with
                                         respect to any particular transaction, and, in all cases in accordance with the terms
                                         of this Agreement, the accepted servicing practices agreed in writing between Company
                                         and Bank, and Applicable Laws.




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		(2)	All
                                         materials, documents, communication forms and templates, policies, and procedures relating
                                         to the relationship with the Borrower and that are used by Company to service the Loans
                                         owned by Bank (“Servicing Materials”) shall be subject to the review and
                                         approval of Bank. The Servicing Materials may be changed by Company, subject to the review
                                         and approval of Bank; provided, however, that Bank may change the Servicing Materials
                                         upon written notice provided to Company but without Company’s prior written consent,
                                         to the extent that Bank determines that such change is required by Applicable Laws or
                                         necessitated by safety and soundness concerns; provided, further, that Bank shall, to
                                         the extent reasonably practicable and permissible under Applicable Laws and safety and
                                         soundness concerns, provide at least thirty (30) days’ prior written notice of
                                         such change. Company shall ensure that all Servicing Materials shall comply with Applicable
                                         Laws. With respect to the materials, documents, communications forms and templates, policies,
                                         and procedures relating to the relationship with the Borrower and that are used by Company
                                         to service Loans that are not owned by Bank, Bank may review and supervise such matters,
                                         and may require changes to such matters if required by Applicable Laws or necessitated
                                         by safety and soundness concerns; provided, that Bank shall, to the extent reasonably
                                         practicable and permissible under Applicable Laws and safety and soundness concerns,
                                         provide at least thirty (30) days’ prior written notice of such change.



		(3)	Upon
                                         request of Bank, Company shall deliver to Bank or to a custodian designated by Bank a
                                         copy of each Loan File via a secure method agreed by the Parties. Company shall provide
                                         Loan Files for new loans on a daily basis (excluding weekends and bank holidays), and
                                         reconciliation files to update Loan Files on a regular basis as agreed by the Parties.



		(4)	As
                                         consideration for Company’s servicing the Loans subject to this Agreement, Bank
                                         shall be responsible for paying Company the Servicing Fee for each Loan subject to this
                                         Agreement. Payment of the Servicing Fee shall be effected solely through the determination
                                         of the Holding Period Interest Charge under the Asset Sale Agreement.



		(l)	In
                                         consideration of the Marketing Fee, Company shall perform the obligations described in
                                         this Section 5 and deliver any customer communications to Applicants and Borrowers as
                                         necessary to carry on the Program, all at Company’s own cost and in accordance
                                         with Applicable Laws.



		6.	Funding
                                         Loans.



		(a)	In
                                         order to support the administration of the Program on behalf of Bank, Company shall provide
                                         a Funding Statement to Bank by e-mail or as otherwise mutually agreed by the Parties
                                         by 1:00 PM Mountain Time on each Funding Date. Each Funding Statement shall (i) identify
                                         those Applicants whose Applications have been reviewed by Company on the Bank’s
                                         behalf who satisfy the requirements of Bank’s Credit Policy for the Program, and
                                         (ii) provide the requested Funding Amount to be disbursed by Bank on such Funding Date,
                                         including instructions for the disbursement of Loan Proceeds to each Borrower and/or
                                         such Borrower’s designee, and (iii) provide the aggregate Marketing Fee with respect
                                         to the Loans requested for funding by Bank. Bank’s funding of any Applicant is
                                         at all times subject to Bank’s approval as set forth in Section 3. The Funding
                                         Statement shall be in the form of Exhibit E.




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		(b)	Subject
                                         to timely receipt of the Funding Statement, and receipt from Company of instructions
                                         for the disbursement of Loan Proceeds to each Borrower, Bank shall initiate the disbursement
                                         of Loan Proceeds to Borrowers and/or Borrower’s designees in accordance with the
                                         procedures determined by the Parties, by no later than 4:00 PM Mountain Time on each
                                         Funding Date.



		(c)	To
                                         the extent that the aggregate principal balance of Loans held by Bank (or its Affiliates)
                                         would exceed the Program Threshold Amount following the funding of any Loan, Bank may
                                         elect not to fund such Loan. Company may request an increase in the Program Threshold
                                         Amount at any time by providing written notice to Bank, specifying the increased Program
                                         Threshold Amount requested and accompanied by information supporting Company’s
                                         conclusion that the proposed increased Program Threshold Amount is reasonably necessary
                                         to support the expected growth in Program volume. Bank shall approve or reject any such
                                         request within ten (10) Business Days, and shall use reasonable best efforts to provide
                                         its approval or rejection more quickly.



		(d)	In
                                         addition to any other rights or remedies available to Bank under this Agreement or by
                                         law, Bank shall have the right to suspend payments of the Funding Amounts during the
                                         period commencing with the occurrence of any monetary default by Company or PFL, as applicable,
                                         under the Program Documents and ending when such condition has been cured, subject to
                                         the following:



(1)          
if the monetary default is not material, Bank shall notify Company of such default, and Bank shall not suspend payments of Funding
Amounts unless Company or PFL, as applicable, fails to cure such default within two (2) Business Days of receipt of such notice
from Bank; and


 




(2)          
if the monetary default is material, Bank may suspend payments of the Funding Amounts without giving Company or PFL, as applicable,
an opportunity to cure. For purposes of the foregoing, the failure by Company or PFL, as applicable, to purchase any Assets under
the Asset Sale Agreement, or Company’s or PFL’s breach of its indemnification obligations under the Program Documents,
or Company’s or PFL’s failure to timely deposit money as required by Section (c) of Schedule 2 to the Asset Sale Agreement,
or PFL’s failure to timely deposit loan collections as required by Section 3.03 of the Servicing Agreement, shall be deemed
a material default of the Program Documents.


 




			Notwithstanding
                                                                                                                                         Bank’s suspension rights under this Section, Bank may also exercise any right to terminate this Agreement as permitted
                                                                                                                                         herein.



		7.	Representations
                                         and Warranties.



		(a)	Bank
                                         hereby represents and warrants, as of the date hereof and as of the Effective Date, or
                                         covenants, as applicable, to Company that:



		(1)	Bank
                                         is an FDIC-insured Utah-chartered industrial bank, duly organized, validly existing under
                                         the laws of the State of Utah and has full corporate power and authority to execute,
                                         deliver, and perform its obligations under this Agreement; the execution, delivery and
                                         performance of this Agreement have been duly authorized, and are not in conflict with
                                         and do not violate the terms of the charter or bylaws of Bank and will not result in
                                         a material breach of or constitute a default under, or require any consent under, any
                                         indenture, loan or agreement to which Bank is a party;




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		(2)	All
                                         approvals, authorizations, licenses, registrations, consents, and other actions by, notices
                                         to, and filings with, any Person that may be required in connection with the execution,
                                         delivery, and performance of this Agreement by Bank, have been obtained (other than those
                                         required to be made to or received from Borrowers and Applicants);



		(3)	This
                                         Agreement constitutes a legal, valid, and binding obligation of Bank, enforceable against
                                         Bank in accordance with its terms, except (i) as such enforceability may be limited by
                                         applicable bankruptcy, insolvency, reorganization, moratorium, receivership, conservatorship
                                         or other similar laws now or hereafter in effect, including the rights and obligations
                                         of receivers and conservators under 12 U.S.C. §§ 1821 (d) and (e), which may
                                         affect the enforcement of creditors’ rights in general, and (ii) as such enforceability
                                         may be limited by general principles of equity (whether considered in a suit at law or
                                         in equity);



		(4)	There
                                         are no proceedings or investigations (other than those previously disclosed to Company
                                         by Bank in writing) pending or, to the best knowledge of Bank, threatened against Bank
                                         (i) asserting the invalidity of this Agreement, (ii) seeking to prevent the consummation
                                         of any of the transactions contemplated by Bank pursuant to this Agreement, (iii) seeking
                                         any determination or ruling that, in the reasonable judgment of Bank, would materially
                                         and adversely affect the performance by Bank of its obligations under this Agreement,
                                         (iv) seeking any determination or ruling that would materially and adversely affect the
                                         validity or enforceability of this Agreement or (v) would have a materially adverse financial
                                         effect on Bank or its operations if resolved adversely to it;



		(5)	Bank
                                         is not Insolvent;



		(6)	The
                                         execution, delivery and performance of this Agreement by Bank comply with Utah and federal
                                         banking laws specifically applicable to Bank’s operations; provided that Bank makes
                                         no representation or warranty regarding compliance with Utah or federal banking laws
                                         relating to consumer protection, consumer lending, usury, loan collections, anti-money
                                         laundering, data security or privacy as they apply to the operation of the Program;



		(7)	To
                                         the extent Bank receives non-public personally identifiable information from the Company
                                         or the Borrower, Bank will comply with all Applicable Laws related to the protection
                                         and retention of such information; and



		(8)	The
                                         Proprietary Materials Bank licenses to Company pursuant to Section 12, and their use
                                         as contemplated by this Agreement, do not violate or infringe upon, or constitute an
                                         infringement or misappropriation of, any U.S. patent, copyright or U.S. trademark, service
                                         mark, trade name or trade secret of any person or entity and Bank has the right to grant
                                         the licenses set forth in Section 12 below.



		(b)	Company
                                         hereby represents and warrants, as of the date hereof and as of the Effective Date, or
                                         covenants, as applicable, to Bank that:




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		(1)	Company
                                         is a corporation, duly organized and validly existing in good standing under the laws
                                         of the State of Delaware, and has full power and authority to execute, deliver, and perform
                                         its obligations under this Agreement; the execution, delivery, and performance of this
                                         Agreement have been duly authorized, and are not in conflict with and do not violate
                                         the terms of the articles or bylaws of Company and will not result in a material breach
                                         of or constitute a default under or require any consent under any indenture, loan, or
                                         agreement to which Company is a party;



		(2)	All
                                         approvals, authorizations, consents, and other actions by, notices to, and filings with
                                         any Person required to be obtained for the execution, delivery, and performance of this
                                         Agreement by Company, have been obtained;



		(3)	This
                                         Agreement constitutes a legal, valid, and binding obligation of Company, enforceable
                                         against Company in accordance with its terms, except (i) as such enforceability may be
                                         limited by applicable bankruptcy, insolvency, reorganization, moratorium, or other similar
                                         laws now or hereafter in effect, which may affect the enforcement of creditors’
                                         rights in general, and (ii) as such enforceability may be limited by general principles
                                         of equity (whether considered in a suit at law or in equity);



		(4)	There
                                         are no proceedings or investigations pending or, to the best knowledge of Company, threatened
                                         against Company (i) asserting the invalidity of this Agreement, (ii) seeking to prevent
                                         the consummation of any of the transactions contemplated by Company pursuant to this
                                         Agreement, (iii) seeking any determination or ruling that, in the reasonable judgment
                                         of Company, would materially and adversely affect the performance by Company of its obligations
                                         under this Agreement, (iv) seeking any determination or ruling that would materially
                                         and adversely affect the validity or enforceability of this Agreement, or (v) except
                                         as set forth on Schedule 7(b)(4), that would have a materially adverse financial effect
                                         on Company or its operations if resolved adversely to it;



		(5)	Company
                                         is not Insolvent;



		(6)	The
                                         execution, delivery and performance of this Agreement by Company, the Consumer Finance
                                         Materials, the Servicing Materials, and the promotional and marketing materials and strategies
                                         shall all comply with Applicable Laws;



		(7)	The
                                         Proprietary Materials Company licenses to Bank pursuant to Section 12, and their use
                                         as contemplated by this Agreement, do not violate or infringe upon, or constitute an
                                         infringement or misappropriation of, any U.S. patent, copyright or U.S. trademark, service
                                         mark, trade name or trade secret of any person or entity and Company has the right to
                                         grant the license set forth in Section 12 below; and



		(8)	Company
                                         shall comply with Title V of the Gramm-Leach-Bliley Act and the implementing regulations
                                         of the FDIC, including but not limited to applicable limits on the use, disclosure, storage,
                                         safeguarding and destruction of Applicant information, and shall maintain commercially
                                         reasonable data security and disaster recovery protections that at the least are consistent
                                         with industry standards for the consumer lending industry.




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		(c)	Company
                                         hereby represents and warrants to Bank as of each Funding Date that:



		(1)	For
                                         each Loan and each disbursement of Loan Proceeds: (i) to the best of Company’s
                                         knowledge, all information in the related Application is true and correct, provided,
                                         however, that Company’s representation and warranty in this regard shall be subject
                                         to the following limitations, unless otherwise set forth in the Credit Policy: (A) Company
                                         does not verify the self-reported income, employment and occupation or other information
                                         provided by Applicants in listings, (B) each Applicant’s debt-to-income ratio is
                                         determined by Company from a combination of the Applicant’s self-reported income
                                         and information from the Applicant’s credit report and not otherwise verified by
                                         Company, (C) credit data that appears in Applications is taken directly from a credit
                                         report obtained on the Applicant from a credit reporting agency, without any review or
                                         verification by Company, (D) Company does not verify any statements by Applicants as
                                         to how Loan Proceeds are to be used and does not confirm after loan disbursement how
                                         Loan Proceeds were used, and (E) Applicants’ home ownership status is not verified
                                         by Company but is derived from the Applicant’s credit report, in that if the credit
                                         report reflects an active mortgage loan the Applicant is presumed to be a homeowner;
                                         (ii) the Loan is fully enforceable and all required disclosures to Borrowers have been
                                         delivered in compliance with Applicable Laws; (iii) the Loan Agreement and all other
                                         Loan documents are genuine and legally binding and enforceable, complete and accurate,
                                         conform to the requirements of the Program, were prepared in conformity with the Program
                                         Compliance Manual, and represent the entire agreement between Bank and Company (on the
                                         one hand) and Borrower (on the other hand); (iv) to the knowledge of the Company, the
                                         Applicant has legal capacity to enter into, execute and deliver the Loan Agreement; (v)
                                         the terms, covenants and conditions of the Loan have not been waived, altered, impaired,
                                         modified or amended in any respect; (vi) all necessary approvals required to be obtained
                                         by Company have been obtained; (vii) principal payments of, and interest payments on,
                                         the Loan are payable to Bank and its successors and assigns in legal tender of the United
                                         States, and are made by the applicable Borrower and not by Company or any of its affiliates;
                                         (viii) the Loan does not contain any provision pursuant to which monthly payments are
                                         paid by any source other than the Borrower or that may constitute a “buydown”
                                         provision, and the Loan is not a graduated payment consumer loan, and does not have a
                                         shared appreciation or contingent interest feature; (ix) the Loan is denominated in dollars,
                                         and the billing address of the related Borrower and the bank account used for payments
                                         (via ACH or other mutually approved method of transfer) on the Loan are each located
                                         in the United States; (x) Company has fulfilled all of its obligations with respect to
                                         the origination of the Loan pursuant to Bank’s Program; (xi) Company has not advanced
                                         funds, or induced, solicited or knowingly received any advance of funds from a party
                                         other than the applicable Borrower, directly or indirectly, for the payment of any amount
                                         required by the Loan; (xii) any automated data processing systems used by or on behalf
                                         of Company in connection with Loan origination comply with Applicable Laws; and (xiii)
                                         nothing exists as to the Company or its business that would prohibit the sale of the
                                         Loans or Participations by Bank;



		(2)	Each
                                         Borrower listed on a Funding Statement is eligible for a Loan under Bank’s Credit
                                         Policy; each Borrower has submitted an Application; and each Loan satisfies the requirements
                                         of Bank’s Credit Policy;




    	-9-



    	 



    
		(3)	The
                                         origination of the Loan will, assuming performance by Bank of its obligations under this
                                         Agreement, comply with all Applicable Laws;



		(4)	Company
                                         has not pledged, assigned, sold, granted a security interest in or otherwise conveyed
                                         any of the Loans nor authorized the filing of, and is not aware of, any financing statements
                                         against the Company or Bank that include a description of collateral covering any portion
                                         of the Loans (except for Loans that have been sold by Bank under the Program Documents);
                                         the Loan Agreement or other record that constitutes or evidences a Loan does not and
                                         shall not have any marks or notations indicating that it has been pledged, assigned or
                                         otherwise conveyed to any Person (except for Loans that have been sold by Bank under
                                         the Program Documents);



		(5)	Assuming
                                         performance by Bank of its obligations under this Agreement, all right, title and interest
                                         to each Loan shall, upon origination of such Loan, be vested in Bank, free of any interest
                                         of Company except as provided in the Program Documents, and Bank shall be the sole legal
                                         and beneficial owner of such Loan, and have the right to assign, sell and transfer such
                                         Loan, free and clear of any lien or encumbrance in connection with a securitization or
                                         otherwise;



		(6)	The
                                         Loan constitutes a “payment intangible” within the meaning of Article 9 of
                                         the Uniform Commercial Code;



		(7)	The
                                         Loan is not subject to the laws of any jurisdiction under which the sale, transfer, assignment,
                                         setting over, conveyance or pledge of such Loan would be unlawful, void, or voidable;
                                         Company has not entered into any agreement with the Borrower that prohibits, restricts
                                         or conditions the assignment of such Loan;



		(8)	All
                                         information provided by Company to Bank in connection with a Loan or Borrower Account
                                         is true and correct (other than information provided by a Borrower to Company, which
                                         is true and correct to the best of Company’s knowledge);



		(9)	Each
                                         Loan is readily identifiable by the loan identification number ascribed thereto and no
                                         other outstanding Loan has the same loan identification number; and



		(10)	The
                                         information on each Funding Statement provided by Company is true and correct in all
                                         respects.



		(d)	The
                                         representations and warranties of Bank and Company contained in Sections 7(a) and (b),
                                         except those representations and warranties contained in subsections 7(a)(4) and 7(b)(4),
                                         are made continuously throughout the term of this Agreement. In the event that any investigation
                                         or proceeding of the nature described in subsections 7(a)(4) and 7(b)(4) is instituted
                                         or threatened against either Party, such Party shall promptly notify the other Party
                                         of the pending or threatened investigation or proceeding (unless prohibited from doing
                                         so by Applicable Laws or the direction of a Regulatory Authority).




    	-10-



    	 



    
		8.	Other
                                         Relationships with Borrowers.



		(a)	Separate
                                         from the obligation to market Loans offered by Bank, and subject to the Program privacy
                                         policy and Applicable Laws, Company shall have the right, at its own expense, to solicit
                                         Applicants and/or Borrowers with offerings of other goods and services from Company and
                                         parties other than Bank, provided, however, that in the event that Company uses Bank’s
                                         name and/or Proprietary Materials in connection with such offerings, Company shall obtain
                                         Bank’s prior approval for such use.



		(b)	Except
                                         as necessary to carry out its rights and responsibilities under the Program Documents,
                                         Bank shall not use Applicant and/or Borrower information and shall not provide or disclose
                                         any Applicant and/or Borrower information to any Person, except to the extent required
                                         to do so under Applicable Laws or legal process.



		(c)	Notwithstanding
                                         subsection 8(b), (i) Bank may make solicitations for goods and services to the public,
                                         which may include one or more Applicants or Borrowers; provided that Bank does not (A)
                                         target such solicitations to specific Applicants and/or Borrowers, (B) use or permit
                                         a third party to use any list of Applicants and/or Borrowers in connection with such
                                         solicitations or (C) refer to or otherwise use the name of Company; (ii) Bank may make
                                         solicitations to Applicants or Borrowers for goods and services that are not competitive
                                         with the Loans; provided that Bank does not refer to or otherwise use the name of Company;
                                         and (iii) Bank shall not be obligated to redact the names of Applicants and/or Borrowers
                                         from marketing lists acquired from third parties (e.g., subscription lists) that
                                         Bank uses for solicitations.



		(d)	The
                                         terms of this Section 8 shall survive the expiration or earlier termination of this Agreement.



		9.	Indemnification.



		(a)	Company
                                         agrees to defend, indemnify, and hold harmless Bank and its Affiliates, and the officers,
                                         directors, employees, representatives, shareholders, agents and attorneys of such entities
                                         (the “Indemnified Parties”) from and against any and all claims, actions,
                                         liability, judgments, damages, costs and expenses, including reasonable attorneys’
                                         fees (“Losses”) to the extent arising from Bank’s participation in
                                         the Program as contemplated by this Agreement (including Losses arising from a violation
                                         of Applicable Laws or a breach by Company or its agents or representatives of any of
                                         Company’s representations, warranties, obligations or undertakings under this Agreement),
                                         unless such Loss results from (i) the gross negligence or willful misconduct of Bank,
                                         or (ii) Bank’s failure to timely transfer the Funding Amount to the extent required
                                         under Section 6(b), provided that Company and PFL are not in breach of any of their respective
                                         obligations under the Program Documents, including, but not limited to, PFL’s obligations
                                         with respect to the purchase of Loans under the Asset Sale Agreement or Company’s
                                         obligations with respect to the purchase of Loans under the Stand By Purchase Agreement,
                                         or (iii) Excluded Servicing Losses.



		(b)	To
                                         the extent permitted by Applicable Laws, any Indemnified Party seeking indemnification
                                         hereunder shall promptly notify Company, in writing, of any notice of the assertion by
                                         any third party of any claim or of the commencement by any third party of any legal or
                                         regulatory proceeding, arbitration or action, or if the Indemnified Party determines
                                         the existence of any such claim or the commencement by any third party of any such legal
                                         or regulatory proceeding, arbitration or action, whether or not the same shall have been
                                         asserted or initiated, in any case with respect to which Company is or may be obligated
                                         to provide indemnification (an “Indemnifiable Claim”), specifying in reasonable
                                         detail the nature of the Loss and, if known, the amount or an estimate of the amount
                                         of the Loss; provided, that failure to promptly give such notice shall only limit the
                                         liability of Company to the extent of the actual prejudice, if any, suffered by Company
                                         as a result of such failure. The Indemnified Party shall provide to Company as promptly
                                         as practicable thereafter information and documentation reasonably requested by Company
                                         to defend against the Indemnifiable Claim.




    	-11-



    	 



    
		(c)	Company
                                         shall have ten (10) days after receipt of any notification of an Indemnifiable Claim
                                         (a “Claim Notice”) to notify the Indemnified Party of Company’s election
                                         to assume the defense of the Indemnifiable Claim and, through counsel of its own choosing,
                                         and at its own expense, to commence the settlement or defense thereof, and the Indemnified
                                         Party shall cooperate with Company in connection therewith if such cooperation is so
                                         requested and the request is reasonable; provided that Company shall hold the Indemnified
                                         Party harmless from all its reasonable out-of-pocket expenses, including reasonable attorneys’
                                         fees, incurred in connection with the Indemnified Party’s cooperation; provided,
                                         further, that if the Indemnifiable Claim relates to a matter before a Regulatory Authority,
                                         the Indemnified Party may elect, upon notice to Company, to assume the defense of the
                                         Indemnifiable Claim at the cost of and with the cooperation of Company. If the Company
                                         assumes responsibility for the settlement or defense of any such claim, (i) Company
                                         shall permit the Indemnified Party to participate at the Indemnified Party’s expense
                                         in such settlement or defense through counsel chosen by the Indemnified Party; provided
                                         that, in the event that both Company and the Indemnified Party are defendants in the
                                         proceeding and the Indemnified Party shall have reasonably determined and notified Company
                                         that representation of both parties by the same counsel would be inappropriate due to
                                         the actual or potential differing interests between them, then the fees and expenses
                                         of one such counsel for all Indemnified Parties in the aggregate shall be borne by Company;
                                         and (ii) Company shall not settle any Indemnifiable Claim without the Indemnified
                                         Party’s consent.



		(d)	If
                                         the Company does not notify the Indemnified Party within ten (10) days after receipt
                                         of the Claim Notice that it elects to undertake the defense of the Indemnifiable Claim
                                         described therein, or if Company fails to contest vigorously any such Indemnifiable Claim,
                                         or if the Indemnified Party elects to control the defense of an Indemnifiable Claim as
                                         permitted by Section 9(c), then, in each case, the Indemnified Party shall have the right,
                                         upon notice to the Company, to contest, settle or compromise the Indemnifiable Claim
                                         in the exercise of its reasonable discretion; provided that the Indemnified Party shall
                                         notify Company prior thereto of any compromise or settlement of any such Indemnifiable
                                         Claim. No action taken by the Indemnified Party pursuant to this paragraph (d) shall
                                         deprive the Indemnified Party of its rights to indemnification pursuant to this Section
                                         9.



		(e)	All
                                         amounts due under this Section 9 shall be payable not later than ten (10) days after
                                         written demand therefor.



		(f)	The
                                         terms of this Section 9 shall survive the expiration or earlier termination of this Agreement.




    	-12-



    	 



    
		10.	Term
                                         and Termination.



		(a)	This
                                         Agreement shall have an initial term beginning on the Effective Date and ending three
                                         (3) years thereafter (the “Initial Term”) and shall renew automatically for
                                         one (1) successive term of one (1) year (the “Renewal Term,” collectively,
                                         the Initial Term and Renewal Term shall be referred to as the “Term”), unless
                                         either Party provides notice of non-renewal to the other Party at least ninety (90) days
                                         prior to the end of the Initial Term or this Agreement is earlier terminated in accordance
                                         with the provisions hereof.



		(b)	This
                                         Agreement shall terminate immediately upon the expiration or earlier termination of the
                                         Asset Sale Agreement, the Stand By Purchase Agreement, or the Servicing Agreement.



		(c)	Bank
                                         shall have a right to terminate this Agreement immediately upon written notice to Company
                                         if:



		(1)	based
                                         upon the opinion of counsel, Bank’s continued participation in the Program would
                                         be in violation of Applicable Law or has been prohibited pursuant to an order or other
                                         action, including any letter or directive of any kind, by a Regulatory Authority;



		(2)	a
                                         Regulatory Authority with jurisdiction over Bank has provided, formally or informally,
                                         concerns about the Program and Bank determines, in its sole discretion, and based upon
                                         the opinion of counsel, that its rights and remedies under this Agreement are not sufficient
                                         to protect Bank fully against the potential consequences of such concerns;



		(3)	a
                                         fine or penalty has been assessed against Bank by a Regulatory Authority of Bank, or
                                         a material fine or penalty has been assessed by any other Regulatory Authority, in connection
                                         with the Program, including as a result of a consent order or stipulated judgment;



		(4)	(i)
                                         Company defaults on its obligation to make a payment to Bank as provided in Section 2
                                         of the Stand By Purchase Agreement or Section 3.03 of the Servicing Agreement and fails
                                         to cure such default within one (1) Business Day of receiving notice of such default
                                         from Bank; (ii) Company defaults on its obligation to make a payment to Bank as provided
                                         in Section 2 of the Stand By Purchase Agreement or Section 3.03 of the Servicing Agreement
                                         more than once in any three (3) month period; or (iii) Company fails to maintain the
                                         Required Balance in the Collateral Account as required by Section 31 of the Stand By
                                         Purchase Agreement; or



		(5)	there
                                         is a Change of Control of Company. Company shall provide written notice to Bank of any
                                         expected or anticipated Change of Control of Company not later than thirty (30) days
                                         prior to the effective date of such Change of Control.



		(d)	A
                                         Party shall have a right to terminate this Agreement immediately upon written notice
                                         to the other Party in any of the following circumstances:



		(1)	any
                                         representation or warranty made by the other Party in this Agreement shall be incorrect
                                         in any material respect and shall not have been corrected within thirty (30) Business
                                         Days after written notice thereof has been given to such other Party;




    	-13-



    	 



    
		(2)	the
                                         other Party shall default in the performance of any obligation or undertaking under this
                                         Agreement and such default shall continue for thirty (30) Business Days after written
                                         notice thereof has been given to such other Party;



		(3)	the
                                         other Party shall commence a voluntary case or other proceeding seeking liquidation,
                                         reorganization, or other relief with respect to itself or its debts under any bankruptcy,
                                         insolvency, receivership, conservatorship or other similar law now or hereafter in effect
                                         or seeking the appointment of a trustee, receiver, liquidator, conservator, custodian,
                                         or other similar official of it or any substantial part of its property, or shall consent
                                         to any such relief or to the appointment of a trustee, receiver, liquidator, conservator,
                                         custodian, or other similar official or to any involuntary case or other proceeding commenced
                                         against it, or shall make a general assignment for the benefit of creditors, or shall
                                         fail generally to pay its debts as they become due, or shall take any corporate action
                                         to authorize any of the foregoing;



		(4)	an
                                         involuntary case or other proceeding, whether pursuant to banking regulations or otherwise,
                                         shall be commenced against the other Party seeking liquidation, reorganization, or other
                                         relief with respect to it or its debts under any bankruptcy, insolvency, receivership,
                                         conservatorship or other similar law now or hereafter in effect or seeking the appointment
                                         of a trustee, receiver, liquidator, conservator, custodian, or other similar official
                                         of it or any substantial part of its property; or an order for relief shall be entered
                                         against either Party under the federal bankruptcy laws as now or hereafter in effect;
                                         or



		(5)	there
                                         is a material adverse change in the financial condition of the other Party.



		(e)	Bank
                                         shall not be obligated to approve Applications or establish new Loans after termination
                                         of this Agreement; provided, that Bank may originate Loans to Applicants to whom Bank
                                         has assumed a legally binding duty to fund a loan prior to termination, unless this Agreement
                                         is terminated pursuant to subsection 10(c) or 10(h) or by Bank pursuant to subsection
                                         10(d).



		(f)	The
                                         termination of this Agreement either in part or in whole shall not discharge any Party
                                         from any obligation incurred prior to such termination.



		(g)	Company’s
                                         failure to obtain the approval of Bank as required by Sections 2(a)(1), 4 or 30, and
                                         Company’s failure to provide any notice required by Section 32, shall each constitute
                                         a material breach of this Agreement.



		(h)	Bank
                                         may terminate this Agreement immediately upon written notice to Company if Bank incurs
                                         any Loss that would have been subject to indemnification under Section 9(a) but for the
                                         application of Applicable Laws that limit or restrict Bank’s ability to seek such
                                         indemnification.




    	-14-



    	 



    
		(i)	Company
                                         may terminate this Agreement immediately upon written notice to Bank if Bank defaults
                                         on its obligation to disburse Loan Proceeds to Borrowers as provided in Section 6(b)
                                         of this Agreement and such failure is not cured by Bank within two (2) days after Company
                                         provides notice of such default to Bank, provided, that Company may not exercise a right
                                         of termination if the disbursement is not completed or is reversed due to matters beyond
                                         Bank’s control, or if Company has not complied with its obligation (including the
                                         obligation to deliver the Funding Statement), or if there are errors in the Funding Statement.



		(j)	The
                                         terms of this Section 10 shall survive the expiration or earlier termination of
                                         this Agreement.



		11.	Confidentiality.



		(a)	Each
                                         Party agrees that Confidential Information of the other Party shall be used by
                                         such Party solely in the performance of its obligations and exercise of its rights pursuant
                                         to the Program Documents. Except as required by Applicable Laws or legal process, neither
                                         Party (the “Restricted Party”) shall disclose Confidential Information of
                                         the other Party to third parties; provided, however, that the Restricted Party may disclose
                                         Confidential Information of the other Party (i) to the Restricted Party’s Affiliates,
                                         agents, representatives or subcontractors for the sole purpose of fulfilling the Restricted
                                         Party’s obligations under this Agreement (as long as the Restricted Party exercises
                                         reasonable efforts to prohibit any further disclosure by its Affiliates, agents, representatives
                                         or subcontractors), provided that in all events, the Restricted Party shall be responsible
                                         for any breach of the confidentiality obligations hereunder by any of its Affiliates,
                                         agents (other than Company as agent for Bank), representatives or subcontractors, (ii)
                                         to the Restricted Party’s auditors, accountants and other professional advisors
                                         (provided such receiving party is subject to confidentiality obligations at least as
                                         stringent as those set forth herein and the Restricted Party shall be responsible for
                                         any breach of confidentiality obligations by such receiving party), or to a Regulatory
                                         Authority or (iii) to any other third party as mutually agreed by the Parties.



		(b)	A
                                         Party’s Confidential Information shall not include information that:



		(1)	is
                                         generally available to the public;



		(2)	has
                                         become publicly known, without fault on the part of the Party who now seeks to disclose
                                         such information (the “Disclosing Party”), subsequent to the Disclosing Party
                                         acquiring the information;



		(3)	was
                                         otherwise known by, or available to, the Disclosing Party prior to entering into this
                                         Agreement; or



		(4)	becomes
                                         available to the Disclosing Party on a non-confidential basis from a Person, other than
                                         a Party to this Agreement, who is not known by the Disclosing Party after reasonable
                                         inquiry to be bound by a confidentiality agreement with the non-Disclosing Party or otherwise
                                         prohibited from transmitting the information to the Disclosing Party.



		(c)	Upon
                                         written request or upon the termination of this Agreement, each Party shall, within thirty
                                         (30) days, return to the other Party all Confidential Information of the other Party
                                         in its possession that is in written form, including by way of example, but not limited
                                         to, reports, plans, and manuals; provided, however, that either Party may maintain in
                                         its possession all such Confidential Information of the other Party required to be maintained
                                         under Applicable Laws relating to the retention of records for the period of time required
                                         thereunder or stored on such Party’s network as part of standard back-up procedures
                                         (provided that such information shall remain subject to the confidentiality provisions
                                         of this Section 11).




    	-15-



    	 



    
		(d)	In
                                         the event that a Restricted Party is requested or required (by oral questions, interrogatories,
                                         requests for information or documents, subpoena, civil investigative demand or similar
                                         process) to disclose any Confidential Information of the other Party, the Restricted
                                         Party shall provide the other Party with prompt notice of such request(s) so that the
                                         other Party may seek an appropriate protective order or other appropriate remedy and/or
                                         waive the Restricted Party’s compliance with the provisions of this Agreement.
                                         In the event that the other Party does not seek such a protective order or other remedy,
                                         or such protective order or other remedy is not obtained, or the other Party grants a
                                         waiver hereunder, the Restricted Party may furnish that portion (and only that portion)
                                         of the Confidential Information of the other Party which the Restricted Party is legally
                                         compelled to disclose and shall exercise such efforts to obtain reasonable assurance
                                         that confidential treatment shall be accorded any Confidential Information of the other
                                         Party so furnished as the Restricted Party would exercise in assuring the confidentiality
                                         of any of its own Confidential Information.



		(e)	Company
                                         shall obtain Bank’s pre-approval of any identification of Bank by name or any description
                                         of the Program or the terms of the Program Documents in any publicly filed or widely
                                         disseminated documents.



		(f)	The
                                         terms of this Section 11 shall survive the expiration or earlier termination of this
                                         Agreement.



		12.	Proprietary
                                         Material.



		(a)	Each
                                         Party (“Licensing Party”) hereby provides the other Party (“Licensee”)
                                         with a non-exclusive right and license to use and reproduce the Licensing Party’s
                                         name, logo, registered or other trademarks and service marks (collectively, “Marks”)
                                         on the Applications, Loan Agreements, and other Consumer Finance Materials (including
                                         the Program Website), Program marketing materials, and any other publicly distributed
                                         or available Program materials, and to otherwise use the Marks and such copyrights, patents,
                                         and other intellectual property as the Licensing Party may designate or otherwise make
                                         available from time to time in the Licensing Party’s sole discretion (collectively
                                         with the Marks, “Proprietary Material”) for the purposes of or otherwise
                                         in connection with the fulfillment of Licensee’s obligations under this Agreement;
                                         provided, however, that (i) the Licensee shall at all times comply with any and all written
                                         instructions provided by the Licensing Party from time to time regarding the use of the
                                         Licensing Party’s Proprietary Material, and (ii) each Licensee acknowledges that,
                                         except for the license specifically provided in this Agreement, it shall acquire no interest
                                         in the Licensing Party’s Proprietary Material. Upon termination of this Agreement,
                                         each such license will terminate, and the Licensee shall cease using the Licensing Party’s
                                         Proprietary Material. Neither Party may use the other Party’s Marks in any press
                                         release without the prior written consent of the other Party.




    	-16-



    	 



    
		(b)	Bank
                                         hereby acknowledges and agrees that, as between Bank and Company (i) as of the Effective
                                         Date, Company is the sole and exclusive owner of all pre-existing Marks, copyrights,
                                         patents, other intellectual property rights, software, other technology, and other tangible
                                         and intangible property used on or in connection with the Program Website, and its Company
                                         run predecessors; and (ii) Company shall be the sole and exclusive owner of any and all
                                         modifications to such tangible and intangible property during the Term of this Agreement,
                                         including but not limited to any and all trademark, service mark, copyright, patent,
                                         and other intellectual property rights in and to such modifications, except as the Parties
                                         may otherwise agree in writing. For avoidance of doubt, Company shall not obtain any
                                         rights in Bank’s Marks (other than the license described in subsection 12(a)) by
                                         virtue of incorporation of Bank’s Marks into the Program Website.



		13.	Relationship
                                         of Parties. The Parties agree that in performing their respective responsibilities
                                         pursuant to this Agreement, they are in the position of independent contractors. This
                                         Agreement is not intended to create, nor does it create and shall not be construed to
                                         create, a relationship of partner or joint venturer or any association for profit between
                                         Bank and Company. 



		14.	Expenses.



		(a)	Except
                                         as set forth herein, each Party shall bear the costs and expenses of performing its obligations
                                         under this Agreement.



		(b)	Company
                                         shall reimburse Bank for all third party fees incurred by Bank in connection with the
                                         performance of the Program Documents. Bank shall provide Company with notice of third
                                         party fees to be incurred by Bank in connection with performance of the Program Documents
                                         as soon as practicable after Bank becomes aware of such fees.



		(c)	Company
                                         shall pay all costs of any credit reports it obtains on Applicants or Borrowers and any
                                         adverse action notices it delivers to Applicants or Borrowers in accordance with Company’s
                                         Application processing responsibilities under this Agreement.



		(d)	Each
                                         Party shall be responsible for payment of any federal, state, or local taxes or assessments
                                         associated with the performance of its obligations under this Agreement and for compliance
                                         with all filing, registration and other requirements with regard thereto.



		(e)	Company
                                         shall be responsible for (i) all of Bank’s out-of-pocket legal fees directly related
                                         to the Program, including Bank’s attorneys’ fees and expenses in connection
                                         with the preparation, negotiation, execution, and delivery of the Program Documents;
                                         any amendment, modification, administration, collection and enforcement of the Program
                                         Documents; any modification of the Consumer Finance Materials or other documents or disclosures
                                         related to the Program; or any dispute or litigation arising out of or related to the
                                         Program; and (ii) all of Bank’s out-of-pocket costs and expenses for any other
                                         third-party professional services related to the Program, including the services of any
                                         third-party compliance specialists in connection with Bank’s preparation of policies
                                         and procedures and Bank’s review of the Program. To the extent that such fees are
                                         expected to exceed [***], Bank will provide oral or email notification to the extent
                                         reasonably practicable. Bank shall invoice Company for such fees. Company shall pay such
                                         invoice within thirty (30) days of receipt of such invoice.



		(f)	Company
                                         shall reimburse Bank for all reasonable costs associated with Bank’s assignment
                                         to Company of Loans pursuant to Section 10.




    	-17-



    	 



    
		15.	Examination.
                                         Each Party agrees to submit to any examination that may be required by a Regulatory Authority
                                         having jurisdiction over the other Party, during regular business hours and upon reasonable
                                         prior notice, and to otherwise provide reasonable cooperation to the other Party in responding
                                         to such Regulatory Authority’s inquiries and requests related to the Program.



		16.	Inspection;
                                         Reports. Each Party, upon reasonable prior notice from the other Party, agrees to
                                         submit to an inspection of its books, records, accounts, and facilities relevant to the
                                         Program, from time to time, during regular business hours subject to the duty of confidentiality
                                         each Party owes to its customers and banking secrecy and confidentiality requirements
                                         otherwise applicable to each Party under Applicable Laws. All expenses of inspection
                                         shall be borne by the Party conducting the inspection. Notwithstanding the obligation
                                         of each Party to bear its own expenses of inspection, Company shall reimburse Bank for
                                         reasonable out of pocket expenses incurred by Bank in the performance of periodic on
                                         site reviews of Company’s financial condition, operations and internal controls.
                                         Company shall store all documentation and electronic data related to its performance
                                         under this Agreement and shall make such documentation and data available during any
                                         inspection by Bank or its designee. With such reasonable frequency and in such reasonable
                                         manner as requested by Bank, Company shall report to Bank regarding the performance of
                                         its obligations and the Program.



		17.	Governing
                                         Law; Waiver of Jury Trial. This Agreement shall be interpreted and construed in accordance
                                         with the laws of the State of Utah, without giving effect to the rules, policies, or
                                         principles thereof with respect to conflicts of laws. THE PARTIES HEREBY EXPRESSLY WAIVE
                                         ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING HEREUNDER.
                                         The terms of this Section 17 shall survive the expiration or earlier termination of this
                                         Agreement.



		18.	Severability.
                                         Any provision of this Agreement which is deemed invalid, illegal or unenforceable in
                                         any jurisdiction, shall, as to that jurisdiction, be ineffective to the extent of such
                                         invalidity, illegality or unenforceability, without affecting in any way the remaining
                                         portions hereof in such jurisdiction or rendering such provision or any other provision
                                         of this Agreement invalid, illegal, or unenforceable in any other jurisdiction.



		19.	Assignment.
                                         This Agreement and the rights and obligations created under it shall be binding upon
                                         and inure solely to the benefit of the Parties and their respective successors, and permitted
                                         assigns. Neither Party shall be entitled to assign or transfer any interest under this
                                         Agreement (including by operation of law) without the prior written consent of the other
                                         Party, which shall not be unreasonable withheld or delayed. No assignment made in conformity
                                         with this Section 19 shall relieve a Party of its obligations under this Agreement.



		20.	Third
                                         Party Beneficiaries. Nothing contained herein shall be construed as creating a third-party
                                         beneficiary relationship between either Party and any other Person.



		21.	Notices.
                                         All notices and other communications that are required or may be given in connection
                                         with this Agreement shall be in writing and shall be deemed received (a) on the day delivered,
                                         if delivered by hand; (b) on the day transmitted, if transmitted by e-mail during business
                                         hours; or (c) one (1) business days after the date of deposit with a nationally recognized
                                         overnight courier for delivery at the following address, or such other address as either
                                         Party shall specify in a notice to the other:




    	-18-



    	 



    




	To Bank:	 	WebBank
	 	 	Attn: Senior Vice President – Strategic Partners
	 	 	215 S. State Street, Suite 1000
	 	 	Salt Lake City, UT 84111
	 	 	Tel. (801) 456-8398
	 	 	Email: strategicpartnerships@webbank.com
	 	 	 
	 	 	With a copy to:
	 	 	WebBank
	 	 	Attn: Chief Compliance Officer
	 	 	215 S. State Street, Suite 1000
	 	 	Salt Lake City, UT 84111
	 	 	Tel. (801) 456-8363
	 	 	Email: complianceofficer@webbank.com
	 	 	 
	 To Company:	 	Prosper Marketplace, Inc.
	 	 	221 Main Street, Suite 300
	 	 	San Francisco, CA 94105
	 	 	Attn: Sachin Adarkar
	 	 	E-mail Addresses: sadarkar@propser.com and legalnotices@prosper.com
	 	 	Telephone: (415) 593-5433

 

		22.	Amendment
                                         and Waiver. This Agreement may be amended only by a written instrument signed by
                                         each of the Parties. The failure of a Party to require the performance of any term of
                                         this Agreement or the waiver by a Party of any default under this Agreement shall not
                                         prevent a subsequent enforcement of such term and shall not be deemed a waiver of any
                                         subsequent breach. All waivers must be in writing and signed by the Party against whom
                                         the waiver is to be enforced.



		23.	Entire
                                         Agreement. The Program Documents, including this Agreement and its schedules and
                                         exhibits (all of which schedules and exhibits are hereby incorporated into this Agreement),
                                         constitute the entire agreement between the Parties with respect to the subject matter
                                         hereof, and supersede any prior or contemporaneous negotiations or oral or written agreements
                                         with regard to the same subject matter.



		24.	Counterparts.
                                         This Agreement may be executed and delivered by the Parties in any number of counterparts,
                                         and by different parties on separate counterparts, each of which counterpart shall be
                                         deemed to be an original and all of which counterparts, taken together, shall constitute
                                         but one and the same instrument.



		25.	Interpretation.
                                         The Parties acknowledge that each Party and its counsel have reviewed and revised this
                                         Agreement and that the normal rule of construction to the effect that any ambiguities
                                         are to be resolved against the drafting party shall not be employed in the interpretation
                                         of this Agreement or any amendments thereto, and the same shall be construed neither
                                         for nor against either Party, but shall be given a reasonable interpretation in accordance
                                         with the plain meaning of its terms and the intent of the Parties.




    	-19-



    	 



    
		26.	Agreement
                                         Subject to Applicable Laws. If (a) either Party has been advised by legal counsel
                                         of a change in Applicable Laws or any judicial decision of a court having jurisdiction
                                         over such Party or any interpretation of a Regulatory Authority that, in the view of
                                         such legal counsel, would have a materially adverse effect on the rights or obligations
                                         of such Party under this Agreement or the financial condition of such Party, (b) either
                                         Party receives a request of any Regulatory Authority having jurisdiction over such Party,
                                         including any letter or directive of any kind from any such Regulatory Authority, that
                                         prohibits or restricts such Party from carrying out its obligations under this Agreement,
                                         or (c) either Party has been advised by legal counsel that there is a material risk that
                                         such Party’s or the other Party’s continued performance under this Agreement
                                         would violate Applicable Laws, then the Parties shall meet and consider in good faith
                                         any modifications, changes or additions to the Program or the Program Documents that
                                         may be necessary to eliminate such result. Notwithstanding any other provision of the
                                         Program Documents, including Section 10 hereof, if the Parties are unable to reach agreement
                                         regarding such modifications, changes or additions to the Program or the Program Documents
                                         within [***] after the Parties initially meet, either Party may terminate this Agreement
                                         upon [***] prior written notice to the other Party. A Party may suspend performance of
                                         its obligations under this Agreement, or require the other Party to suspend its performance
                                         of its obligations under this Agreement, upon providing the other Party advance written
                                         notice, if any event described in subsections 26(a), (b) or (c) above occurs.



		27.	Force
                                         Majeure. If any Party is unable to carry out the whole or any part of its obligations
                                         under this Agreement by reason of a Force Majeure Event, then the performance of the
                                         obligations under this Agreement of such Party as they are affected by such cause shall
                                         be excused during the continuance of the inability so caused, except that should such
                                         inability not be remedied within thirty (30) days after the date of such cause, the Party
                                         not so affected may at any time after the expiration of such thirty (30) day period,
                                         during the continuance of such inability, terminate this Agreement on giving written
                                         notice to the other Party and without payment of a termination fee or other penalty.
                                         To the extent that the Party not affected by a Force Majeure Event is unable to carry
                                         out the whole or any part of its obligations under this Agreement because a prerequisite
                                         obligation of the Party so affected has not been performed, the Party not affected by
                                         a Force Majeure Event also is excused from such performance during such period. A “Force
                                         Majeure Event” as used in this Agreement shall mean an unanticipated event that
                                         is not reasonably within the control of the affected Party or its subcontractors (including,
                                         but not limited to, acts of God, acts of governmental authorities, strikes, war, riot
                                         and any other causes of such nature), and which by exercise of reasonable due diligence,
                                         such affected Party or its subcontractors could not reasonably have been expected to
                                         avoid, overcome or obtain, or cause to be obtained, a commercially reasonable substitute
                                         therefore. No Party shall be relieved of its obligations hereunder if its failure of
                                         performance is due to removable or remediable causes which such Party fails to remove
                                         or remedy using commercially reasonable efforts within a reasonable time period. Either
                                         Party rendered unable to fulfill any of its obligations under this Agreement by reason
                                         of a Force Majeure Event shall give prompt notice of such fact to the other Party, followed
                                         by written confirmation of notice, and shall exercise due diligence to remove such inability
                                         with all reasonable dispatch.



		28.	Jurisdiction;
                                         Venue. The Parties consent to the personal jurisdiction and venue of the federal
                                         and state courts in Salt Lake City, Utah for any court action or proceeding. The terms
                                         of this Section 28 shall survive the expiration or earlier termination of this Agreement.



		29.	Insurance.
                                         Company agrees to maintain insurance coverage on the terms and conditions specified in
                                         Exhibit F at all times during the term of this Agreement and to notify
                                         Bank promptly of any cancellation or lapse of any such insurance coverage.




    	-20-



    	 



    
		30.	Compliance
                                         with Applicable Laws; Program Compliance Manual. Company shall comply with Applicable
                                         Laws, the Bank Secrecy Act Policy and the Program Compliance Manual in its performance
                                         of the Program pursuant to this Agreement, including Loan solicitation, Application processing
                                         and preparation of Loan Agreements and other Loan documents. The Program Compliance Manual
                                         shall not be changed without the prior written consent of both Parties, which consent
                                         shall not be unreasonably withheld or delayed; provided, however, that Bank may change
                                         the Program Compliance Manual upon written notice provided to Company but without Company’s
                                         prior written consent, to the extent that such change is required by Applicable Laws,
                                         or to the extent that Bank determines such change is necessitated by safety and soundness
                                         concerns. A copy of the Program Compliance Manual is attached hereto as Exhibit
                                         G. Without limiting the foregoing, Company shall:



		(a)	apply
                                         to all Applicants customer identification procedures that comply with Section 326 of
                                         the USA PATRIOT Act of 2001 (“Patriot Act”) and the implementing regulations
                                         applicable to Bank (31 C.F.R. § 1020.220);



		(b)	retain
                                         for five (5) years after a Loan is repaid or terminated, and deliver to Bank upon request:
                                         (i) the Applicant’s name, address, social security number, and date of birth obtained
                                         pursuant to such customer identification procedures; (ii) a description of the methods
                                         and the results of any measures undertaken to verify the identity of the Applicant; and
                                         (iii) a description of the resolution of any substantive discrepancy discovered when
                                         verifying the identifying information obtained;



		(c)	screen
                                         all Applicants against the Office of Foreign Assets Control list of Specially Designated
                                         Nationals and Blocked Persons, and reject any Applicant whose name appears on such list
                                         and notify Bank thereof;



		(d)	monitor,
                                         identify and report to Bank any suspicious activity that meets the thresholds for submitting
                                         a Suspicious Activity Report under the Bank Secrecy Act and the implementing regulations
                                         applicable to Bank (31 C.F.R. § 1020.320);



		(e)	implement
                                         an anti-money laundering program to assist Bank in its compliance with Section 352 of
                                         the Patriot Act and the implementing regulations applicable to Bank (31 C.F.R. §
                                         1020.210);



		(f)	in
                                         addition to the information retained pursuant to subsection (b) above, retain the account
                                         number identifying a Borrower’s Loan for at least one (1) year after the Loan is
                                         repaid or terminated;



		(g)	upon
                                         receipt of a government information request forwarded by Bank to Company, (i) compare
                                         the names, addresses, and social security numbers on such government list provided by
                                         Bank with the names, addresses, and social security numbers of Borrowers for all Loans
                                         purchased from Bank within the prior twelve (12) months, and (ii) within one (1) week
                                         of receipt of such an information request, deliver to Bank a certification of completion
                                         of such a records search, which shall indicate whether Company located a name, address,
                                         or social security number match and, if so, provide for any such match: the name of the
                                         Borrower, the account number identifying the Borrower’s Loan, and the Borrower’s
                                         social security number, date of birth, address, or other similar identifying information
                                         provided by the Borrower, to assist Bank in its compliance with Section 314(a) of the
                                         Patriot Act and the implementing regulations applicable to Bank (31 C.F.R. § 1010.520);



		(h)	provide
                                         to Bank electronic copies of the information retained pursuant to subsections (b) and
                                         (g) above as mutually agreed to by the Parties, immediately upon request;




    	-21-



    	 



    
		(i)	(i)
                                         maintain policies and procedures in a form approved by Bank (“Red Flags Policy”)
                                         to (1) detect relevant red flags that may arise in the performance of Company’s
                                         obligations, (2) take appropriate steps to address such red flags and to prevent and
                                         mitigate the effect of identity theft, (3) report to Bank on such policies and procedures
                                         on a regular basis, and (4) otherwise assist Bank in complying with the provisions of
                                         § 605A of the Fair Credit Reporting Act, 15 U.S.C. § 1681c-1, and applicable
                                         implementing regulations; (ii) identify a program administrator responsible for the Red
                                         Flags Policy; (iii) conduct annual training regarding the Red Flags Policy; and (iv)
                                         provide a written report regarding the Red Flags Policy no less frequently than annually,
                                         by the date designated by the Bank, which report shall (1) address material matters related
                                         to the program, (2) evaluate issues such as the effectiveness of the Red Flags Policy
                                         in addressing the risk of identity theft in connection with the opening of covered accounts
                                         and with respect to existing covered accounts, (3) identify service provider arrangements,
                                         (4) identify significant incidents involving identity theft and management’s response,
                                         and (5) provide recommendations for material changes to the Red Flags Policy;



		(j)	develop
                                         and implement a compliance management system (“CMS”) to provide an internal
                                         control process for the business functions and processes directed towards Applicants
                                         and Borrowers, the elements of which CMS shall include (i) an overall policy statement
                                         governing the CMS, (ii) specific procedures for approvals of additions or changes to
                                         the CMS, including a description of items subject to the CMS, a process for internal
                                         review and approval by Company and its legal counsel, and a process for internal review
                                         and approval by Bank and its legal counsel, and (iii) documentation of Company’s
                                         testing process, including testing/review of Company’s website and user acceptance
                                         testing (UAT); the scope of the CMS shall include, at a minimum, the Consumer Finance
                                         Materials, all policy changes, new products, advertisements, press releases, and the
                                         website(s) used in connection with the Program;



		(k)	maintain
                                         a compliance training program for its officers, directors, employees, and agents that
                                         is acceptable to Bank; as part of the program, Company shall, subject in each case to
                                         the approval of Bank, (i) identify applicable Company officers, directors, employees,
                                         and agents and assign appropriate training courses to each and (ii) determine a schedule
                                         of each training course and when each applicable officer, director, employee, and agent
                                         shall take each such course; Company shall provide reports to Bank regarding the compliance
                                         training program on a quarterly basis or, if requested by Bank, more frequently;



		(l)	designate
                                         a dedicated compliance officer for purposes of the Program, acceptable to Bank, who shall
                                         oversee reviews of Company’s compliance with laws and regulations that may be applicable,
                                         including, to the extent applicable, the Fair Credit Reporting Act, the Equal Credit
                                         Opportunity Act, the Fair Debt Collection Practices Act, the Truth-in-Lending Act and
                                         Regulation Z, the Federal Trade Commission (FTC) Act, the Consumer Financial Protection
                                         Act, and laws prohibiting unfair, deceptive, or abusive acts or practices; and, in the
                                         event of the termination of the employment of the compliance officer, promptly employ
                                         a replacement compliance officer acceptable to Bank;




    	-22-



    	 



    
		(m)	cooperate
                                         with and bear the expenses of a compliance audit of the Program on an annual basis (including
                                         the model governance of Company’s proprietary credit model(s)), and such other
                                         audits as may be requested by Bank from time to time in its reasonable discretion, in
                                         each case to be conducted by a third-party audit firm that is selected by and reports
                                         to Bank; the scope of each audit shall be determined by Bank (considering in good faith
                                         input received by Company); Bank shall receive all draft and final reports of the audit
                                         firm and shall be included in any meetings or correspondence related to the audit; the
                                         auditor shall deliver the final audit report to Bank, and Bank shall provide a copy of
                                         the report to Company; Company may not share a copy of the report with any third party
                                         without the advance written consent of Bank;



		(n)	provide
                                         to Bank, on an annual basis in writing, a report by the compliance officer of the results
                                         of all audits and reviews of the Program, and significant issues to be addressed (if
                                         any), as well as Company’s resolutions of such issues (if applicable); and



			Company
                                                                           will provide to Bank a certification letter, each quarter, that it is complying with its obligations under this section. Bank
                                                                           will comply with any reporting requirements of the Utah Department of Financial Institutions or the FDIC applicable to
                                                                           Bank’s performance of this Agreement. The terms of subsections (b), (f) and (g) of this section 30 shall survive the
                                                                           expiration or earlier termination of this Agreement.



 


		31.	Prohibition
                                         on Tie-In Fees. Company shall not directly or indirectly impose or collect any fees,
                                         charges or remuneration relating to the processing or approval of an Application, the
                                         establishment of a Loan, or the disbursement of Loan Proceeds, unless such fee, charge
                                         or remuneration is set forth in the Consumer Finance Materials or approved by Bank.



		32.	Notice
                                         of Consumer Complaints and Regulatory Inquiries.



		(a)	Company
                                         shall notify Bank if it becomes aware of any inquiries, investigations, proceedings or
                                         questions (whether verbal or written, formal or informal) by any state attorney general,
                                         Regulatory Authority, government figure (including a state or federal legislator) or
                                         the Better Business Bureau or similar organization, or of any other communication with
                                         any Regulatory Authority, relating to any aspect of the Program (collectively, “Regulatory
                                         Inquiries”), or of any customer complaint that is directed or referred to any Regulatory
                                         Authority, government figure (including a state or federal legislator), or the Better
                                         Business Bureau or similar organization, relating to any aspect of the Program (collectively,
                                         “Consumer Complaints”) within five (5) Business Days of becoming aware of
                                         such Regulatory Inquiries or Consumer Complaints (or, in the case of communications with
                                         any Regulatory Authority initiated by Company, at least five (5) Business Days in advance).



		(b)	For
                                         Regulatory Inquiries with or Consumer Complaints referred by [***], (i) Company shall
                                         provide Bank with all documentation relating thereto, subject to any legal prohibitions
                                         on disclosure of such investigation or proceeding, and (ii) Company shall obtain Bank’s
                                         prior approval of any communication in connection with any such Regulatory Inquiry or
                                         Consumer Complaint, which approval shall not be unreasonably withheld or delayed.




    	-23-



    	 



    
		(c)	[***]
                                         other than those described in Section 32(b) above, Company will [***] and, at [***] in
                                         connection with any such [***].



		(d)	Notwithstanding
                                         anything herein to the contrary, Company shall not be required to obtain Bank’s
                                         approval or to consult with Bank with respect to communications by Company with a Regulatory
                                         Authority regarding the Program if (a) such communications are [***], (b) such communications
                                         [***] (c) such communications relate to [***] and Company has [***], or (d) such communications
                                         [***].



		(e)	Company
                                         shall establish a complaint management program to address all Consumer Complaints received
                                         by Company regarding the Program that is governed by a written policy, all in a manner
                                         that is subject to the approval of Bank. The complaint management program shall provide
                                         for root cause analysis of complaints as well as mitigation steps. The complaint management
                                         program developed by the Parties may provide for exceptions to the notice and approval
                                         requirements in this Section 32 for particular types of complaints. In addition, Company
                                         shall provide Bank with periodic reporting, in a form and on a schedule mutually agreed
                                         upon by the Parties, summarizing customer complaints received by Company and the resolution
                                         thereof by Company relating to the Program. Company shall cooperate in good faith and
                                         provide such assistance, at Bank’s request, to permit Bank to promptly resolve
                                         or address any investigation, proceeding, or complaint.



		(f)	Company
                                         shall also notify Bank of any material litigation relating to the Program, and provide
                                         reporting of all litigation relating to the Program, including updates as reasonably
                                         requested by Bank and where appropriate, subject to attorney-client privilege.



		(g)	If
                                         Bank provides comments to Company regarding any communication in connection with [***]
                                         as contemplated by Section 32(c), if Company [***], and if Bank determines [***] and
                                         Bank has informed Company [***], then Bank may [***] advance notice of termination to
                                         Company.



		33.	Headings.
                                         Captions and headings in this Agreement are for convenience only, and are
                                         not to be deemed part of this Agreement.



		34.	Privacy
                                         Law Compliance. Subject to Applicable Laws, Bank and Company shall comply with the
                                         privacy policy agreed upon by both Parties with respect to Applicants and Borrowers.



		35.	Manner
                                         of Payments. Unless the manner of payment is expressly provided herein, all payments
                                         under this Agreement shall be made by wire transfer to the bank accounts designated by
                                         the respective Parties. Notwithstanding anything to the contrary contained herein, neither
                                         Party shall fail to make any payment required of it under this Agreement as a result
                                         of a breach or alleged breach by the other Party of any of its obligations under this
                                         Agreement or any other agreement, provided that the making of any payment hereunder shall
                                         not constitute a waiver by the Party making the payment of any rights it may have under
                                         the Program Documents or by law.



		36.	Referrals.
                                         Neither Party has agreed to pay any fee or commission to any agent, broker, finder, or
                                         other person for or on account of such person’s services rendered in connection
                                         with this Agreement that would give rise to any valid claim against the other Party for
                                         any commission, finder’s fee or like payment.




    	-24-



    	 



    
		37.	Financial
                                         Statements. (a) Within ninety (90) days following the end of Company’s fiscal
                                         year, Company shall deliver to Bank a copy of Company’s audited financial statements
                                         prepared by an independent certified public accountant, and (b) within forty-five (45)
                                         days following the end of each of Company’s fiscal quarters (other than year-end),
                                         Company shall deliver to Bank a copy of Company’s unaudited financial statements,
                                         in each case as of the year or quarter then ended and prepared in accordance with generally
                                         accepted accounting principles; provided that, as long as Company is required to file
                                         periodic reports under the Securities Exchange Act of 1934, such filings shall satisfy
                                         the financial statement delivery requirements set forth above. Company shall also deliver
                                         such additional unaudited financial statements and other information as Bank may request
                                         from time to time, within a reasonable period of time following such request. Company
                                         shall deliver its financial forecasts and projections for each year not later than January
                                         31 of such year (or, if earlier, when approved by Company’s Board of Directors).



		38.	Information
                                         Security.



		(a)	In
                                         connection with the Program, Company shall be responsible for maintaining an information
                                         security program that is designed, after consulting with Bank, to: (i) ensure the security
                                         and confidentiality of Applicant or Borrower information held on behalf of Bank; (ii)
                                         protect against any anticipated and emergent threats or hazards to security or integrity
                                         of such information held on behalf of Bank; (iii) protect against unauthorized access
                                         to or use of such information held on behalf of Bank that could result in substantial
                                         harm or inconvenience to any Applicant or Borrower; and (iv) ensure the proper disposal
                                         of customer information.



		(b)	At
                                         least once annually, Company shall conduct an information technology audit consistent
                                         with banking industry practices, which shall include review of Company’s information
                                         security program. Such audit shall be conducted by a third-party audit firm that is acceptable
                                         to Bank; the scope of each audit shall be subject to the advance approval of Bank. Company
                                         shall promptly provide a copy of the audit report. Company shall promptly take action
                                         to correct any errors or deficiencies identified in any report or audit described in
                                         this Section 38, unless Bank agrees that correction is not required, and shall develop,
                                         with the approval of Bank, a schedule for the correction of such errors and deficiencies.



		(c)	Company
                                         shall immediately (and in any event within one (1) Business Day after becoming aware)
                                         notify Bank of any actual, suspected or threatened breach in information security involving
                                         personally identifiable information of Applicants or Borrowers. In any such event Company
                                         agrees that it will fully cooperate with Bank in investigating any such breach or unauthorized
                                         access. With respect to any such breach in data security, Company agrees to take action
                                         promptly, at its own expense, to investigate the breach, to identify, mitigate and remediate
                                         the effects of the breach and to implement any other reasonable and appropriate measures
                                         in response to the breach. Company will also provide Bank with all available information
                                         regarding such breach to assist Bank in implementing its information security response
                                         program and, if applicable, in notifying affected Applicants or Borrowers. Company shall
                                         pay for the costs of any such notification, which notification shall be subject to the
                                         advance consent of Bank.




    	-25-



    	 



    

		39.	Disaster
                                         Recovery and Business Continuity. Company shall maintain a disaster recovery and
                                         business continuity program and related policies acceptable to Bank (collectively, the
                                         “Business Continuity Plans”). Company agrees that such Business Continuity
                                         Plans shall be at least consistent with industry standards for the consumer and small
                                         business lending industry and in compliance with all Applicable Laws. Company shall test
                                         its Business Continuity Plans at least once annually, and shall promptly provide Bank
                                         a copy of the report of such tests.




		40.	Minimum
                                         Obligations. The terms set forth in Schedule 40 apply to this Agreement as if fully
                                         set forth herein.



		41.	Subcontractors.
                                         Company may use subcontractors in the performance of its obligations under this Agreement,
                                         to the extent permitted by and in accordance with the terms of the Third Party Oversight
                                         Policy, and subject to Bank’s prior written approval of each such subcontractor,
                                         which approval shall not be unreasonably withheld, delayed or conditioned. A list of
                                         approved subcontractors is attached in the form of Exhibit H hereto. Company
                                         agrees to be fully responsible for the acts and omissions of all subcontractors, including
                                         the subcontractors’ compliance with the terms of this Agreement and all Applicable
                                         Laws, and to obligate subcontractors to report Borrower and Applicant complaints to Company.
                                         Upon written request by Bank, for good cause specified in writing by Bank in its discretion,
                                         Company shall terminate or suspend a subcontractor within [***] of such request from
                                         Bank (or such shorter period as may be required by Applicable Law or a requirement of
                                         a Regulatory Authority). The Third Party Oversight Policy may be changed only with the
                                         prior written consent of both Parties, which consent shall not be unreasonably withheld
                                         or delayed, or by written notice provided to Company by Bank but without Company’s
                                         prior written consent to the extent such change is required to comply with Applicable
                                         Laws or safety and soundness requirements.



    	-26-



    	 



    

IN
WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their duly authorized officers as of the date first
written above.


	WEBBANK
	 
	By:	
	 	Kelly Barnett
	 	President
	 	 
	PROSPER
    MARKETPLACE, INC.
	 	 
	 By: 	
	 	Aaron Vermut
	 	Chief Executive
    Officer



    	-27-



    	 



    

Schedule
1

I.Definitions


“ACH”
means the Automated Clearinghouse.


“Administration
Agreement” means any administration, corporate administration, loan servicing, platform administration or similar agreement
pursuant to which PFL appoints PMI as corporate administrator, loan servicer, platform administrator or in a similar capacity
to provide services to PFL in relation to the Loans.


“Affiliate”
means, with respect to a Party, a Person who directly or indirectly controls, is controlled by or is under common control with
the Party. For the purpose of this definition, the term “control” (including with correlative meanings, the terms
controlling, controlled by and under common control with) means the power to direct the management or policies of such Person,
directly or indirectly, through the ownership of twenty-five percent (25%) or more of a class of voting securities of such Person.


“Agreement,”
as used in each of the Program Documents, has the meaning set forth in the introductory paragraph of the Program Document in which
the term is used.


“Applicable
Laws” means all federal, state and local laws, statutes, regulations and orders applicable to a Party or
relating to or affecting any aspect of the Program including the Loans, the Program promotional and marketing materials, the Consumer
Finance Materials, the Servicing Materials, and all requirements of any Regulatory Authority having jurisdiction over a Party,
as any such laws, statutes, regulations, orders and requirements may be amended and in effect from time to time during the term
of this Agreement.


“Applicant”
means an individual who is a consumer who requests a Loan from Bank by posting a listing on the Program Website.


“Application”
means any request from an Applicant for a Loan in the form required by Bank including such requests received through the Program
Website.


“Asset”
means a Loan or a Participation.


“Asset
Sale Agreement” means that Asset Sale Agreement, dated as of even date herewith, between Bank and PFL.


“Available
for Sale Investments ” means, as of the date of determination, (a) marketable securities (1) [***] or (2) issued by
[***]; (b) [***]; (c) [***]; and (d) shares of [***] that (1) has substantially all of its assets invested continuously in the
types of investments referred to in clauses (a) and (b) above, (2) has [***], and (3) has the [***]. 


“Bank”
means WebBank, a Utah-chartered industrial bank having its principal location in Salt Lake City, Utah.


“Bank
Secrecy Act Policy” shall have the meaning set forth in subsection 5(a).


“Borrower”
means an Applicant or other Person for whom Bank has established a Loan and/or who is liable, jointly or severally, for amounts
owing with respect to a Loan.


“Business
Day” means any day, other than (i) a Saturday or Sunday, or (ii) a day on which banking institutions in the State of
Utah are authorized or obligated by law or executive order to be closed.


“Cash”
means money, currency or a credit balance in any demand or deposit account, but not including a demand or deposit account that
is pledged as collateral or otherwise restricted (such as the Collateral Account or the LTF Collateral Account).



    	 



    	 



    
“Cash
Equivalents” means, as of the date of determination, highly liquid marketable securities with original maturities of
three months or less at the time of purchase and consist primarily of money market funds, commercial paper, US treasury securities
and US agency securities.


“Change
of Control” means (i) an acquisition of Control of Company by any person or entity, or (ii) the sale by Company of all
or substantially all of its assets to any person or entity.


“Claim
Notice” shall have the meaning set forth in subsection 9(c) of this Agreement when used herein, the meaning set forth
in subsection 10(c) of the Asset Sale Agreement when used therein, and the meaning set forth in subsection 10(c) of the Stand
By Purchase Agreement when used therein.


“Closing
Date” means each date on which PFL pays Bank the Purchase Price for an Asset and, pursuant to Section 2 of the Asset
Sale Agreement, acquires such Asset from Bank.


“Confidential
Information” means the terms and conditions of the Program Documents, and any proprietary information or non-public
information of a Party, including a Party’s proprietary marketing plans and objectives, that is furnished to the other Party
in connection with the Program Documents.


“Consumer
Complaints” shall have the meaning set forth in Section 32(a).


“Consumer
Finance Materials” shall have the meaning set forth in Section 4.


“Control”
means, with respect to Company, the possession either directly or indirectly of the power to direct or cause the direction of
Company’s management or policies whether through the ownership of voting securities, by contract or otherwise. Such control
shall be presumed in the event that a third party acquires fifty percent (50%) or more of any class of voting securities of Company.


“Control
Account” means an account established by PFL and held at the Control Institution in accordance with the terms of the
Control Account Agreement.


“Control
Account Agreement” means the account agreement attached to the Asset Sale Agreement as Exhibit A.


“Control
Institution” means the depository institution at which the Control Account is established, which initially shall be
Wells Fargo Bank, N.A., and may be changed by agreement among the Parties.


“Credit
Policy” means the minimum requirements of income, residency, employment history, credit history, and/or other such considerations
that Bank uses to approve or deny an Application and to establish a Loan.


“Direct
Transferee” means any Person to which PMI or PFL transfers an Asset, and any Affiliate of such Person or special purpose
vehicle established at the direction or for the benefit of such Person or an Affiliate of such Person to which such Person subsequently
transfers an Asset.


“Disclosing
Party” shall have the meaning set forth in subsection 11(b)(2) of this Agreement when used herein, the meaning set forth
in subsection 9(b)(2) of the Asset Sale Agreement when used therein, and the meaning set forth in subsection 9(b)(2) of the Stand
By Purchase Agreement when used therein.


“Effective
Date” shall have the meaning set forth in Section 1(b) of this Agreement when used herein, the meaning set forth in
Section 1(b) of the Asset Sale Agreement when used therein, and the meaning set forth in Section 1(b) of the Stand By Purchase
Agreement when used therein.


“Excluded
Servicing Losses” means credit losses due to Borrower non-payment on Covered Assets (as defined in the Servicing Agreement),
but “Excluded Servicing Losses” expressly excludes any losses to the extent arising from (i) the negligence or willful
misconduct of PMI in connection with PMI’s servicing of any Covered Asset held by Bank, (ii) the breach by PMI or its agents
or representatives of any obligation under the Program Documents, and (iii) identity theft by an Applicant or Borrower.



    	2



    	 



    



“Existing
Program Agreement” shall have the meaning set forth in the recitals to this Agreement.


“Existing
Sale Agreement” shall have the meaning set forth in the recitals to the Asset Sale Agreement.”


“Existing
Stand By Loan Purchase Agreement” shall have the meaning set forth in the recitals to the Stand By Purchase Agreement.


“Force
Majeure Event” shall have the meaning set forth in Section 27.


“Funding
Amount” means the aggregate amount, as listed on a Funding Statement, of all Loan Proceeds to be disbursed by Bank to
Borrowers and/or Borrower’s designees on each Funding Date and the related Origination Fees.


“Funding
Date” means the Business Day on which any pending Applications are approved.


“Funding
Statement” means the statement prepared by Company on a Business Day that contains (i) a list of all Applicants
who meet the eligibility criteria set forth in the Credit Policy, for whom Bank is requested to establish Loans; and (ii) the
computation of the Funding Amount and the Marketing Fee, and all information necessary for the transfer of Loan Proceeds to the
accounts designated by the corresponding Borrowers, including depository institution names, routing numbers and account numbers;
and (iii) such other information as shall be reasonably requested by Bank and mutually agreed to by the Parties. The Funding
Statement shall also state which Assets are Loans and which Assets are Participations.


“Holding
Period Interest Charge” shall have the meaning set forth in Schedule 2 to the Asset Sale Agreement.


“Indemnifiable
Claim” shall have the meaning set forth in subsection 9(b) of this Agreement when used herein, the meaning set forth
in subsection 10(b) of the Asset Sale Agreement when used therein, and the meaning set forth in subsection 10(b) of the Stand
By Purchase Agreement when used therein.


“Indemnified
Parties” shall have the meaning set forth in subsection 9(a) of this Agreement when used herein, the meaning set forth
in subsection 10(a) of the Asset Sale Agreement when used therein, and the meaning set forth in subsection 10(a) of the Stand
By Purchase Agreement when used therein.


“Insolvent”
means the failure to pay debts in the ordinary course of business, the inability to pay its debts as they come due or the condition
whereby the sum of an entity’s debts is greater than the sum of its assets.


“Licensee”
shall have the meaning set forth in Section 12.


“Licensing
Party” shall have the meaning set forth in Section 12.


“Loan”
means a consumer installment loan account established by Bank pursuant to the Program.


“Loan
Agreement” means the document containing the terms and conditions of a Loan including all disclosures required by Applicable
Laws.


“Loan
Category” shall have the meaning set forth in Schedule 2 to the Asset Sale Agreement.


“Loan
File” means, with respect to each Loan, the items, documents, files and records pertaining to the origination and servicing
of such Loan, including, but not limited to, the computer files, data tapes, books, records, notes, copies of the Loan documents,
and all additional documents generated as a result of or utilized in originating and/or servicing such Loan, which are delivered
to or generated by Company.


“Loan
Proceeds” means the funds disbursed to a Borrower and/or such Borrower’s designees pursuant to a Loan established
by Bank under the Program.



    	3



    	 



    
“Loan
Trailing Fee” shall have the meaning set forth in Schedule 2 to the Asset Sale Agreement.


“Losses”
shall have the meaning set forth in subsection 9(a) of this Agreement when used herein, the meaning set forth in subsection 10(a)
of the Asset Sale Agreement when used therein, and the meaning set forth in subsection 10(a) of the Stand By Purchase Agreement
when used therein.


“LTF
Factor” shall have the meaning set forth in Schedule 2 to the Asset Sale Agreement.


“LTF
Required Balance” shall have the meaning set forth in Schedule 2 to the Asset Sale Agreement.


“Marketing
Agreement” means this Agreement.


“Marketing
Fee” shall have the meaning set forth in Schedule 2.


“Marks”
shall have the meaning set forth in subsection 12(a) of this Agreement when used herein, and the meaning set forth in Section
13 of the Asset Sale Agreement when used therein.


“Net
Charge Off Loss Rate” shall have the meaning set forth in Schedule 2 to the Asset Sale Agreement.


“Net
Liquidity” means, as of the date of determination, the sum of Cash, Cash Equivalents and Available for Sale Investments
of PMI.


“Origination
Fee” means the up-front fee a Borrower pays to Bank under the Loan Agreement for origination of a Loan in the form of
a pre-paid finance charge.


“Outstanding
Participation Amount” means with respect to a Loan at any time, the outstanding unpaid principal balance of the Loan
multiplied by the Participation Percentage.


“Participation”
means an undivided participation interest in a Loan in the amount of the Participation Percentage, including the right to receive
a proportionate share (equal to the Participation Percentage) of all payments from or on behalf of a Borrower in respect of such
Loan (including principal, interest, late fees, failed payment fees).


“Participation
Certificate” means the document evidencing PFL’s Participation with respect to a Loan made between the Bank and
the Borrower, in a form and as generated through the process agreed by the Parties.


“Participation
Percentage” means PFL’s undivided participation interest in a Loan, as agreed by the Parties and set forth in
the related Participation Certificate.


“Party”
means, in any of the Program Documents, the parties described in the introductory paragraph to that Program Document, and “Parties”
means, in any of the Program Documents, all of the parties described in the introductory paragraph to that Program Document.


“Person”
means any legal person, including any individual, corporation, limited liability company, partnership, joint venture, association,
joint-stock company, trust, unincorporated organization, governmental entity, or other entity of similar nature.


“PFL”
means Prosper Funding LLC, a Delaware limited liability company having its principal location in San Francisco, California, and
a wholly-owned subsidiary of Company.


“PMI”
means Prosper Marketplace, Inc., a Delaware corporation having its principal location in San Francisco, California.


“PMI
Claim Notice” shall have the meaning set forth in subsection 10(g) of the Stand By Purchase Agreement.


“PMI
Indemnifiable Claim” shall have the meaning set forth in subsection 10(f) of the Stand By Purchase Agreement.



    	4



    	 



    

“PMI
Indemnified Parties” shall have the meaning set forth in subsection 10(e) of the Stand By Purchase Agreement.


“PMI
Losses” shall have the meaning set forth in subsection 10(e) of the Stand By Purchase Agreement.


“Program”
means the installment loan program pursuant to which Bank shall establish Loans and disburse Loan Proceeds to Borrowers or their
designees pursuant to the terms of this Agreement, and pursuant to which Company or its Affiliates will service Loans for Bank,
and including the performance of all obligations under the Program Documents by the respective parties thereto, initially as described
in Exhibit A attached hereto.


“Program
Compliance Manual” means the policies and procedures for the implementation of the Program by Company, including the
policies and procedures regarding the (i) solicitation and receipt of Applications, (ii) underwriting of Loans, (iii) processing
of Applications, (iv) requirements of the USA PATRIOT Act Customer Identification Program, and (iv) initial and periodic Office
of Foreign Assets Control screenings.


“Program
Documents” means this Agreement, the Asset Sale Agreement, the Stand By Purchase Agreement, and the Servicing Agreement.


“Program
Threshold Amount” means [***].


“Program
Website” means any part of the website located at www.prosper.com, together with any other website on which the Program
is offered to public, that contains (A) any information directed towards Borrowers or Applicants, (B) any information about Borrowers
or Applicants, or (C) any part of the application process or information concerning or describing the application process, which
shall be hosted and maintained by Company.


“Proprietary
Material” shall have the meaning set forth in subsection 12(a).


“Prosper
Entities” means PFL and PMI.


“Purchase
Price” means, (1) with respect to a Loan, (a) the sum of (i) the principal amount of the Loan Proceeds disbursed pursuant
to such Loan, (ii) the related Origination Fee, and (iii) the Holding Period Interest Charge for such Loan, together with (b)
the agreement under the Asset Sale Agreement to pay the Loan Trailing Fee, and (2) with respect to a Participation, (a) the Participation
Percentage multiplied by the sum of (i) the principal amount of the Loan Proceeds disbursed pursuant to the Loan related to such
Participation, (ii) the related Origination Fee, and (iii) the Holding Period Interest Charge for such Loan, together with (b)
the agreement under the Asset Sale Agreement to pay the Loan Trailing Fee.


“Records”
means any Loan Agreements, applications, change-of-terms notices, credit files, credit bureau reports, transaction data, records,
or other documentation (including computer tapes, magnetic files, and information in any other format).


“Regulatory
Authority” means any federal, state or local regulatory agency or other governmental agency or authority having jurisdiction
over Bank, PMI or PFL, and, in the case of Bank, shall include, but not be limited to, the Utah Department of Financial Institutions
and the Federal Deposit Insurance Corporation.


“Regulatory
Inquiries” shall have the meaning set forth in Section 32(a).


“Restricted
Party” shall have the meaning set forth in subsection 11(a) of this Agreement when used herein, the meaning set forth
in subsection 9(a) of the Asset Sale Agreement when used therein, and the meaning set forth in subsection 9(a) of the Stand By
Purchase Agreement when used therein.


“Risk
Adjusted Margin” shall have the meaning set forth in Schedule 2 to the Asset Sale Agreement.



    	5



    	 



    
“Securitization
Losses” means Losses or PMI Losses that arise as a result of or in connection with (i) any security issued by a Prosper
Entity or a transferee (direct or indirect) of a Prosper Entity, (ii) any security issued by a Prosper Entity or a transferee
(direct or indirect) of a Prosper Entity being deemed to be an “asset-backed security” (as defined under 17 C.F.R.
§ 229.1101(c) or Section 3(a)(77) of the Securities Exchange Act of 1934) or (iii) Bank being deemed to be a “sponsor”
or “securitizer” under any rule, regulation or order the Securities and Exchange Commission with respect to any security
issued by a Prosper Entity or a transferee (direct or indirect) of a Prosper Entity.


“Servicing
Agreement” means that Servicing Agreement, dated as of even date herewith, between Bank and Company.


“Servicing
Fee” shall have the meaning set forth in Schedule 2 to the Asset Sale Agreement.


“Servicing
Materials” shall have the meaning set forth in subsection 5(k)(2).


“Stand
By Asset” shall have the meaning set forth in subsection 2(a) of the Stand By Purchase Agreement.


“Stand
By Closing Date” means, with respect to any Closing Date, the Business Day immediately following such Closing Date.


“Stand
By Purchase Agreement” means that Stand By Purchase Agreement, dated as of even date herewith, between the Parties.


“Third
Party Oversight Policy” means the policies and procedures for the engagement by Company of any third party to perform
marketing, processing, collecting, or any other services in connection with the Program, in a form approved by Bank.


“Transferred
Obligations” shall have the meaning set forth in subsection 12(b) of the Asset Sale Agreement.


“Trigger
Event” shall have the meaning set forth in subsection 10(c).


II.Construction





As used
in any of the Program Documents:





		(a)	All
                                         references to the masculine gender shall include the feminine gender (and vice versa);



 


		(b)	All
                                         references to “include,” “includes,” or “including”
                                         shall be deemed to be followed by the words “without limitation”;



 


		(c)	References
                                         to any law or regulation refer to that law or regulation as amended from time to time
                                         and include any successor law or regulation;



 


		(d)	References
                                         to “dollars” or “$” shall be to United States dollars unless
                                         otherwise specified herein;



 


		(e)	Unless
                                         otherwise specified, all references to days, months or years shall be deemed to be preceded
                                         by the word “calendar”;



 


		(f)	All
                                         references to “quarter” shall be deemed to mean calendar quarter; and










		(g)	The
                                         fact that a Party has provided approval or consent shall not mean or otherwise be construed
                                         to mean that: (i) either Party has performed any due diligence with respect to the requested
                                         or required approval or consent, as applicable; (ii) either Party agrees that the item
                                         or information for which the other Party seeks approval or consent complies with any
                                         Applicable Laws; (iii) either Party has assumed the other Party’s obligations to
                                         comply with all Applicable Laws arising from or related to any requested or required
                                         approval or consent; or (iv) except as otherwise expressly set forth in such approval
                                         or consent, either Party’s approval or consent impairs in any way the other Party’s
                                         rights or remedies under the Agreement, including indemnification rights for Company’s
                                         failure to comply with all Applicable Laws.



    	6



    	 



    

Schedule
6





The
Marketing Fee





The
Marketing Fee, with respect to a Loan, is equal to the difference of (1) the [***], less (2) the [***], less (3) the [***]. [***].


 


The
Designated Amount, with respect to a Loan, is equal to the product of (1) the principal amount of the Loan (inclusive of the Origination
Fee), multiplied by (2) the Designated Percentage.


 


The
Designated Percentage, with respect to a Loan, shall be as follows:


[***]


 The
Per Loan Amount is equal to [***].


 If,
at the end of any month, the total of all Designated Amounts for Loans originated in that month is less than [***] then Company
shall promptly pay to Bank [***]. The terms of this paragraph shall survive the early termination of this Agreement (but not the
expiration at the end of the Term) for any reason except (i) termination by Company pursuant to Section 10(d) or (ii) termination
pursuant to Section 10(b), if the reason for such termination is the termination of the Asset Sale Agreement, the Stand By Purchase
Agreement or the Servicing Agreement by Company or PFL pursuant to terms of such agreement that are substantially similar to Section
10(d) hereof. 




    	 



    	 



    

Schedule
7(b)(4)





Litigation





On
April 21, 2009, PMI and the North American Securities Administrators Association (“NASAA”) reached agreement on the
terms of a model consent order between PMI and the states in which PMI, under its initial platform structure, offered promissory
notes for sale directly to investor members prior to November 2008. The consent order involves payment by PMI of up to an aggregate
of $1 million in penalties, which have been allocated among the states based on PMI’s promissory note sale transaction volume
in each state prior to November 2008. A state that enters into a consent order receives its portion of the $1 million in exchange
for its agreement to terminate, or refrain from initiating, any investigation of PMI’s promissory note sale activities prior
to November 2008. Penalties are paid promptly after a state enters into a consent order. NASAA has recommended that each state
enter into a consent order; however, no state is obliged to do so, and there is no deadline by which a state must make its decision.
PMI is not required to pay any portion of the penalty to those states that do not elect to enter into a consent order. If a state
does not enter into a consent order, it is free to pursue its own remedies against PMI, subject to any applicable statute of limitations.
As of December 31, 2015, PMI has entered into consent orders with 34 states and has paid an aggregate of $0.5 million in penalties
to those states.


 


On
November 26, 2008, plaintiffs filed a class action lawsuit against PMI and certain of its executive officers and directors in
the Superior Court of California, County of San Francisco, California (the “Superior Court”). The suit was brought
on behalf of all promissory note purchasers on the platform from January 1, 2006 through October 14, 2008. The lawsuit alleged
that PMI offered and sold unqualified and unregistered securities in violation of the California and federal securities laws.
The lawsuit sought rescission damages against PMI and the other named defendants, as well as treble damages against PMI and the
award of attorneys’ fees, experts’ fees and costs, and pre-judgment and post-judgment interest. On July 19, 2013,
solely to avoid the costs, risks and uncertainties inherent in litigation, and without admitting any liability or wrongdoing,
the parties to the class action litigation pending before the Superior Court, entered into a Stipulation and Agreement of Compromise,
Settlement, and Release (the “Settlement”) setting forth an agreement to settle all claims related thereto. In connection
with the Settlement, PMI agreed to pay the plaintiffs an aggregate amount of $10 million, payable in four lump sum payments of
$2 million in 2014, $2 million in 2015, $3 million in 2016 and $3 million in 2017. On April 16, 2014, the Superior Court granted
final approval of the Settlement. Subject to satisfaction of the conditions set forth in the Settlement, the defendants will be
released by the plaintiffs from all claims concerning or arising out of the offering of promissory notes on the platform from
January 1, 2006 through October 14, 2008. The reserve for the class action settlement liability is $5.9 million on PMI’s
consolidated balance sheet as of December 31, 2015. 




    	 



    	 



    

Schedule
40





Minimum
Obligations





For
a period [***] after the Effective Date (the “Exclusivity Term”), Bank shall have the right to be the originating
bank on all loans that are marketed or serviced by Company or its Affiliates (“Exclusivity Right”); provided, that,
the Exclusivity Right shall not extend to (A) programs administered by Company [***] or (B) [***].


 


During
the Exclusivity Term, if Company desires to market or service [***] Company shall provide written notice to Bank and Company shall
give Bank a right of first refusal to be the issuer for such other products (the “ROFR”). Bank shall have [***] after
the date of the Company’s notice (or, if later, the provision of sufficient due diligence information to enable Company
to evaluate the opportunity) to exercise the ROFR by providing written notice to Company, and shall engage in good faith discussions
with Company regarding Bank being the issuer for such products.


 


During
the Exclusivity Term, if Company desires to market or service any financial products or services other than [***], Company will
engage in good faith discussions with Bank regarding Bank being the issuer for such products.


 


Following
the Exclusivity Term, if Company desires to market or service [***], Company will engage in good faith discussions with Bank regarding
Bank being the issuer for such products.


 


Furthermore,
in the event (i) Company requests an increase to the Program Threshold Amount and Bank rejects such request, or (ii) Bank exercises
its right under Section 6(c) of the Agreement, then any Loans in excess of the Program Threshold Amount shall not be subject to
the Exclusivity Right.


 


Company
shall (i) cooperate with and bear the expenses of a review of its proprietary credit model(s) used in connection with the Program,
and validation of Company’s proprietary credit model(s), on a reasonable schedule and on an annual basis, and (ii) cooperate
with such other reviews as may be requested by Bank from time to time in its reasonable discretion (provided that Bank shall bear
the expenses of such other reviews unless such other reviews are required (1) to follow up on material specific issues identified
regarding the credit model(s), (2) because of Company’s noncompliance with this Agreement, (3) because of Company’s
request for a significant modification of the Program, or (4) because of changes in Applicable Laws that could reasonably affect
the credit model(s), and for reviews required because of clauses (1) through (4), Company shall bear the expenses), in each case
to be conducted by a third-party review firm that is selected (considering in good faith input from Company) and engaged by, and
reports to, Bank. The scope of the review (considering in good faith input from Company) shall be determined by Bank. Bank shall
receive all draft and final reports from the review firm and shall be included in any meetings or correspondence related to the
review. The reviewer shall deliver the final review report to Bank, and Bank shall provide a copy of the report to Company. Company
may not share the report with any other Person without the consent of Bank, except that Company shall be entitled to share such
report in a form that does not identify Bank if Company has paid for such report. Bank shall use reasonable efforts to coordinate
and, to the extent practicable, combine any reviews with reviews of other programs of Bank and Company.







    	 



    	 



    

Exhibit
A





The
Program Website





 


(screen
shots of each page of the Program Website)




    	 



    	 



    






    	 



    	 



    



    	 



    	 



    



    	 



    	 



    



    	 



    	 



    



    	 



    	 



    



    	 



    	 



    



    	 



    	 



    




    	 



    	 



    




    	 



    	 



    




    	 



    	 



    




    	 



    	 



    




    	 



    	 



    




    	 



    	 



    




    	 



    	 



    




    	 



    	 



    




    	 



    	 



    




    	 



    	 



    




    	 



    	 



    




    	 



    	 



    




    	 



    	 



    




    	 



    	 



    




    	 



    	 



    




    	 



    	 



    




    	 



    	 



    




    	 



    	 



    




    	 



    	 



    




    	 



    	 



    




    	 



    	 



    




    	 



    	 



    




    	 



    	 



    




    	 



    	 



    




    	 



    	 



    




    	 



    	 



    




    	 



    	 



    




    	 



    	 



    




    	 



    	 



    




    	 



    	 



    




    	 



    	 



    




    	 



    	 



    




    	 



    	 



    




    	 



    	 



    




    	 



    	 



    


Do
you accept retirement accounts?


Yes!
Investing with Prosper is available for Individual Retirement Accounts. If you’re contributing to your Traditional, Roth,
SIMPLE or SEP-IRA, or plan to open an IRA or Rollover from an existing custodian [401(k), 403(b), 457(b)], we will work with you
to open your Prosper IRA. Learn more about the advantages of the Prosper IRA.


Note
that Prosper is not a tax advisor; please consult with a tax professional to determine whether investing in Prosper Notes through
a self-directed IRA is right for you.




    	 



    	 



    

Is
there a minimum investment required?


For
individual Investment Accounts, the minimum amount you can invest is $25.


For IRA accounts, the minimum is $5,000.


We
do not make any recommendations; however, we have found that investors generate a more stable return when they diversify their
investment over many different Notes, with each Note corresponding to the borrower loan of a different borrower. Prosper’s
Notes are offered by Prospectus which is an official document that describes all the key information for the Notes we offer.
You can find our Prospectus on our website at the bottom of any page at www.prosper.com.




    	 



    	 



    

How
do I invest in loans through Prosper’s marketplace?


There
are three ways to invest on the Prosper platform:


		1.	You
                                         can search for individual loans and manually invest by clicking “Invest
                                         Now” from any loan.



		2.	You
                                         can use Quick Invest which allows you to efficiently invest in a group of loans.
                                         You specify the Prosper Rating and any other selection criteria and Quick Invest will
                                         find loans that meet your criteria.



		3.	You
                                         can place investments through our API. For more information, please visit the Prosper
                                         for Developers site.





    	 



    	 



    

How
do you protect my personal information?


We
have prepared a Privacy Policy to explain how we collect, use, protect, and disclose information and data when you use
Prosper’s websites, services, and mobile applications. For details, please visit our Privacy Policy page, which is
accessible through “Legal” navigational link contained at the bottom of our site pages.




    	 



    	 



    

Do
you allow institutional investments?


Yes,
Prosper is happy to accommodate institutional investors. Please follow the registration process to set up your Institutional
Investor account.




    	 



    	 



    

Does
Prosper provide access to APIs for investing?


Whether
you are an individual investor, institutional investor, or a third party agent putting your knowledge to work for others, Prosper
provides APIs to quickly locate, search for, bid on, and filter through loan investment options. Build a portfolio that suits
your investment needs. For more information, please visit the Prosper for Developers site.




    	 



    	 



    

Where
can I review Prosper’s financial statements?


From
the navigational links contained at the bottom of our site pages you can select the Prospectus link. From that page, you
have access to Prosper’s Prospectus as well as our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, and Current
Reports on Form 8-K.




    	 



    	 



    

How
do I contact Prosper’s customer service? What are the hours of operation?


Please
use the table below for relevant phone numbers and hours of operation. You can find more information on the Contact Us
page of our site.


	 	 
	Investor Services	Borrower Services
	1-(877)646-5922	1-(866)615-6319
	 	 
	Monday - Friday:
    8AM - 5PM (PST)	Monday - Friday:
    5AM - 6PM (PST)
	 	 
	Saturday: Closed	Saturday: 6AM
    - 2:30PM (PST)
	 	 
	Sunday: Closed	Sunday: Closed




    	 



    	 



    

How
does Investing work?


Investors
have up to 14 days to commit funds to a borrower’s loan. Prosper also performs a verification of the borrower. If the borrower
passes verification and investors commit funds to the loan, a loan is originated by WebBank, our banking partner. Each month over
the 3 or 5 year loan term, borrowers make fixed monthly payments comprised of principal and interest.




    	 



    	 



    

Can
I pause or cancel Auto Invest?


Yes.
Investors can toggle off Auto Invest on the Account Dashboard to pause or cancel Auto Invest. Pausing or canceling Auto Invest
will not cancel any pending orders that have been placed for your account.




Once
Auto Invest stops placing orders, it will no longer invest the cash on your behalf. The cash generated from principal and interest
payments from borrowers may accumulate and you can withdraw these amounts from your account.




    	 



    	 



    

Is
there an account minimum for Auto Invest?


No,
there is no account minimum for Auto Invest.




    	 



    	 



    

Can
I still place manual orders if I use Auto Invest?


Yes.
As an Auto Invest user, you may browse loan listings and place manual orders yourself at any time. However, doing so may result
in a portfolio of Notes that diverges from your Auto Invest investment criteria and allocation targets.




    	 



    	 



    

How
do I pause or deactivate Auto Quick Invest?


From
My Quick Invest, you can pause your automated investments by selecting your Name > My Quick Invest > Auto Quick Invest.
From your list of saved searches deselect the search you would like to deactivate. Be sure to hit “save” in order
to retain your changes. Change Auto Quick Invest settings now.




    	 



    	 



    

How
do I transfer funds into Prosper?


You
can transfer money to Prosper from the bank account you connected to your Prosper account when you opened your investor account.
These funds will be added to your Prosper account cash balance. In addition, when a payment comes in for one of your Notes, that
payment is added to your Prosper account cash balance.


By
following this link, you can transfer funds now.




    	 



    	 



    

Can
I invest and borrow using the same account?


Yes,
you may be an investor and a borrower using the same Prosper account. To become an investor you will need to complete the registration
process found in the investor’s area of our site. From here you can either choose “Investment Account”
or “Prosper IRA” account. In order to borrow funds, you’ll need to apply for a loan. You can access the loan
application from Prosper’s home page.




    	 



    	 



    

What
is a Verification Stage?


A
Verification Stage is a three-stage indicator of the progress on the loan, based on the status of verification of the borrower’s
identity, information and documentation. The further along in verification, the higher the Verification Stage rating and the more
likely the loan will originate if it receives sufficient investor funding commitments.




    	 



    	 



    

Can
I assign a beneficiary to my account?


Prosper
is unable to assign a beneficiary at this time. As an alternative, you can change the name of your account into a living/revocable
trust account or open an IRA which allows you to name a beneficiary. Prosper’s Notes are offered by Prospectus which
is an official document that describes all the key information for the Notes we offer. You can find our Prospectus on our
website at the bottom of any page at www.prosper.com.




    	 



    	 



    

When
does Prosper verify a borrower’s income or employment?


Between
July 14, 2009 and September 30, 2015 (based on start time of the applicable bidding period), we verified employment and/or income
on approximately 59% of the borrower loans originated through our marketplace on a unit basis (227,419 out of 388,617) and approximately
73% of such loans on a dollar basis ($3,531 million out of $4,856 million). For more information, please visit our Prospectus.




    	 



    	 



    

Do
you recommend a certain starting amount?


We
do not make any recommendations; however, we have found that investors generate a more stable return when they diversify their
investment over many different Notes, with each Note corresponding to the borrower loan of a different borrower.


Prosper’s
notes are offered by Prospectus which is an official document that describes all the key information for the investments
we offer. You can find our Prospectus on our website at the bottom of any page at www.prosper.com




    	 



    	 



    

Who
can invest on Prosper?


Individual
investors must be United States residents who are 18 years of age or older, with a valid Social Security number and checking or
savings account. Institutional investors who wish to purchase notes on the fractional marketplace must be based in the United
States with a valid Taxpayer Identification number. It may be possible for institutional investors from outside the US to purchase
whole loans. Please contact institutions@prosper.com for more information.


Individual
investors may also be required to meet suitability requirements established by their state of residence.


For
individual investors who are residents of Alaska, Idaho, Missouri, Nevada, New Hampshire, Virginia and Washington, investors must
either (1) have an annual gross income of at least $70,000 and a net worth (exclusive of home, home furnishings, and automobile)
of at least $70,000 or (2) have a net worth (determined with the same exclusions) of at least $250,000. In addition, no investor
located in these states may purchase Notes in an amount in excess of 10% of the investor’s determined net worth, exclusive
of home, home furnishings, and automobile.


For
individual investors who are residents of California, investors who purchase $2,500 or less in Notes, the investment must not
exceed 10% of the investor’s net worth. To purchase more than $2,500 of Notes, a California investor member’s investment
must not exceed 10% of his or her net worth, and either (1) the investor member must have had a minimum gross income of $85,000
during the last tax year and will have (based on a good faith belief) minimum gross income of $85,000 during the current tax year;
or (2) the investor member must have a minimum net worth (exclusive of homes, home furnishings, and automobiles) of $200,000.
Assets included in the computation of net worth shall be valued at not more than fair market value.


For
individual investors who are residents of Maine, the Maine Office of Securities recommends that an investor’s aggregate
investment in Notes and similar offerings not exceed 10% of the investor’s liquid net worth. For this purpose, “liquid
net worth” is defined as that portion of net worth that consists of cash, cash equivalents, and readily marketable securities.


For
purposes of these suitability requirements, an investor and his or her spouse are considered to be a single person. In addition,
the following definitions apply:


		·	“Annual
                                         gross income” means the total amount of money you earn each year, before deducting
                                         any amounts for taxes, insurance, retirement contributions, or any other payment or expenses.



		·	“Net
                                         worth” means the total value of all your assets, minus the total value of all your
                                         liabilities. The value of an asset is equal to the price at which you could reasonably
                                         expect to sell it. In calculating net worth, an investor should only include assets that
                                         are liquid, meaning assets that consist of cash or something that could be quickly and
                                         easily converted into cash, such as a publicly-traded stock. An investor shouldn’t
                                         include any illiquid assets, such as homes, home furnishings, or cars.



“Net
investment” means the principal amount of Notes purchased, minus principal payments received on the Notes.


Please
refer to the Prospectus for additional information.




    	 



    	 



    

What
is a borrower loan?


A
borrower loan is an unsecured, consumer loan originated through our marketplace and made by WebBank, an FDIC insured, Utah-chartered
industrial bank. After originating a borrower loan, WebBank sells and assigns the loan to Prosper. All borrower loans are unsecured
obligations of individual borrowers with a fixed interest rate and a loan term of either three or five years. Not all borrowers
are eligible. For each loan, interest accrues on the principal balance daily. Amounts that are payable to note investors, such
as principal, interest, and fee payments, if any, are deducted from the borrower’s payment and paid into each investor’s
Prosper account every time the borrower makes a payment. Borrower payments are due once a month.




    	 



    	 



    

Does
Prosper originate the loans?


No.
Listings on the platform are originated through WebBank, an FDIC-insured, Utah-chartered industrial bank. Prosper later purchases
and the loans from WebBank and sells the loans, or payment-dependent Notes, them to investors. The investor is entitled to accrued
interest for all periods after the loan is purchased from WebBank. Prosper’s Notes are offered by Prospectus which is an
official document that describes all the key information for the investments we offer. You can find our Prospectus on our website
at the bottom of any page at www.prosper.com.




    	 



    	 



    

What
is Auto Invest?


Auto
Invest is an investment tool that automatically invests available funds based on the parameters chosen by the investor to achieve
a desired portfolio. Individual investors can set a target allocation and other investment criteria and Auto Invest automatically
places orders for matching Notes on their behalf. Investors can review, adjust, pause or re-start Auto Invest at any time.




    	 



    	 



    

How
do I get started with Auto Invest?


Investors
only need to define their investment criteria and save these settings in order for Auto Invest to get started. The basic investment
criteria for Auto Invest includes (1) a target loan allocation and (2) the amount invested per note. Investors have the option
of choosing from one of the preset target loan allocations, any of which can be customized by changing the percentage allocated
to each loan rating, or creating a custom target allocation across Prosper loan ratings based on their risk tolerance. Investors
can further customize their investment criteria by adding loan filters.


Investors
can save their investment criteria and turn on Auto Invest even if their Prosper account is not funded. Auto Invest will start
investing once funds are available in the investor’s account. As the Notes held in the investor’s account generate
principal and interest payments from borrowers, the account may accumulate a cash balance, which Auto Invest will reinvest automatically
based on the investor’s investment criteria.


Auto
Invest will NOT invest if there is zero cash in the account.




    	 



    	 



    

How
can I customize my Auto Invest investment criteria?


Investors
can customize their investment criteria by (1) editing their target allocation across the individual Prosper loan ratings and/or
(2) applying additional criteria to the loans they would like to invest in.


Please
keep in mind that applying a restrictive customization can reduce the inventory of available loans matching your investment criteria
and limit the ability of Auto Invest to place orders for you.*


*
This information is not intended to be investment advice. You should consult your financial advisor if you have any questions
or need additional information.




    	 



    	 



    

What
is cash reserve? Why do I need to set it?


Setting
a cash reserve is completely optional. Investors can choose to set aside a percentage of their portfolio in cash, as a cash reserve.
By doing so, Auto Invest will only use funds in excess of your cash reserve to place orders, and will not place orders until this
cash reserve level is met. You can change your cash reserve at any time by adjusting the percentage of cash in your target allocation.




    	 



    	 



    

Can
I cancel the orders placed by Auto Invest?


No,
you cannot cancel or withdraw an order once it is placed by Auto Invest.




    	 



    	 



    

What
are the costs/fees associated with using Auto Invest?


There
are no additional costs or fees for using Auto Invest. Standard loan servicing and collections fees apply to all Notes held in
your Prosper account.




    	 



    	 



    

How
long does it take for Auto Invest to invest my cash?


The
cash in your account may be deployed immediately or over a long period of time. The frequency of orders is based on the cash balance
of your account, availability of listings matching your investment criteria and demand from other investors. Auto Invest prioritizes
accounts with a higher percentage of cash and places orders for these accounts first. Account size and customization are NOT used
for prioritization.




    	 



    	 



    

My
target allocation is less than my current allocation. Will this setting work?


You
can set your target allocation to be less than the current allocation. However, Auto Invest will NOT sell Notes to rebalance your
portfolio; it only places orders for listings according to your investment criteria.


Example.
Let’s say your current allocation is 10% AAs, 5% A, 10% B and 75% Cash; and you set a target of 0%AA, 0%A, 0%B, 50%C, 50%D
and 0% Cash. In this case, Auto Invest will:


		·	NOT
                                         sell the AAs, As and B notes in your current portfolio.



		·	Place
                                         orders for C and D notes only, but will be unable to reach your target allocation while
                                         you continue to hold AA, A and B notes.





    	 



    	 



    

Contact
Us


		·	



Borrower
Services


1-866-615-6319





		·	


 


Investor
Services


1-877-646-5922


		·	



Email


Send
an email


		·	



Feedback


Enter
survey


		·	



Send
Loan Payments To:


Prosper
Marketplace Inc.


P.O.
Box 396081


San
Francisco, CA 94139-6081


		·	



Office
Location


Prosper
Funding LLC


221
Main Street, Suite 300 

San Francisco, CA 94105


Work
With Us


We
are always looking for new relationships to help spread the word about Prosper and our peer-to-peer lending marketplace.


Join
Prosper’s Affiliate Program


Prosper
offers competitive incentives for affiliates who refer to our service. It’s easy to join.

Click here to learn more




    	 



    	 



    

Partner
with Prosper


If
you are interested in learning more about working more closely with Prosper, we would love to hear from you. Email us at bizdev@prosper.com


Note:
Please include your loan number when sending check payments through the mail or scheduling payments through online banking.
Including a loan number will help us to apply your payment to your loan more quickly. You can locate your loan number by logging
into your account, clicking Borrowing, and then clicking your loan title. Your loan number will be under the title on the next
page.




    	 



    	 



    

Where
can I find information on my outstanding loan amount?


Sign
in to your Prosper account. Select “Borrowing” from the navigation dropdown located in the site header. You can
find the outstanding loan amount by clicking on the title of the loan.




    	 



    	 



    

Can
I pay off my loan early?


Yes.
Sign in to your Prosper account and go to “My Account > Borrowing”. Click “Make Payment.” and
select the date you intend to pay off your balance. This is different from the daily balance and is date specific.


Note:
If you are scheduling a future payment to pay off your loan in full, there may be additional accrued interest you will need
to pay off.


For
any questions you can contact customer service. There is never a fee for making prepayments or paying off your loan early.




    	 



    	 



    

How
much can I borrow?


Prosper
loan amounts range from $2,000 to $35,000. The maximum loan amount for any borrower is determined by the borrower’s Prosper
Rating.


Note:
In limited instances, the maximum loan amount may differ due to constraints based on other variables.




    	 



    	 



    

How
Do I Receive Messages From Prosper?


Prosper
Customer Service may communicate with you directly through the personal email address that you entered upon registration. Prosper
also sends messages from time to time to your Prosper Messages Inbox. The Messages Inbox is where you will receive secure
messages directly from Prosper. On-site messaging ensures delivery of important account related information, while giving you
the confidence that the messages you receive are not fake emails (spoof), spam, or “phishing” scams.




    	 



    	 



    

Will
you sell or make public my personal information?


Prosper
has a strong commitment to keeping your personal information private and secure. We strongly believe that consumers deserve the
utmost respect when it comes to the privacy of their personal information. Please read the Prosper privacy policy for more
details.




    	 



    	 



    

What
happens once I provide all the required documents for my loan application?


After
you have submitted all required documents, Prosper will complete the underwriting and verification. During this process, your
loan will remain listed until investors commit to funding your requested loan amount. Investors have up to 14 days to commit funds
to your loan. If Prosper is unable to verify or approve your loan application based on the documents provided, the application
will be denied. If your loan application is denied, you will be provided with information about the basis for the denial.




    	 



    	 



    

How
can I re-apply for a loan if my application is cancelled?


Simply
sign in to your Prosper account and click on Create New Loan Listing.




    	 



    	 



    

Who
is WebBank? What is their role in my loan application?


WebBank
is the originating bank for loans through Prosper. WebBank is not owned nor operated by Prosper.




    	 



    	 



    

Where
can I find the actual amount I’ll receive in my bank account?


The
final Truth In Lending Disclosure Statement document is generated upon origination of your loan. This document is available in
the History and Legal Agreements & Disclosure section of your Prosper account.




    	 



    	 



    

What
is pre-approval?


Pre-approval
means that you have met the initial approval criteria for a loan. Pre-approval offers are sometimes given to you through the mail
or through our partners’ websites. Since these offers are not final offers, you will still need to apply directly through
Prosper. Prosper will then check your credit worthiness and determine your full eligibility.




    	 



    	 



    

Why
was my application denied? What factors are considered when denying an application?


We’re
sorry to hear that you application was denied. If the denial was due to a credit-based decision or information contained in your
credit report you should have received an adverse action notice describing the reasons for the denial. Our credit determination
process relies on a proprietary algorithm based on certain criteria provided to us from Experian. Alternatively, denial may have
been based on your application not meeting the eligibility requirements for a loan through Prosper (examples include but are not
limited to applying less than 120 days after a prior denial or applicant being less than 18 years of age).




    	 



    	 



    

Can
I apply for a loan over the phone?


Yes.
Please call 1-(877)-611-8801, and our application specialists can help you apply by phone.




    	 



    	 



    

How
do I unlock my account? I did not receive a reset email.


Please
contact customer service by navigating to Prosper’s Contact Us page to find the relevant contact information and
hours of operation.




    	 



    	 



    

Can
I pay by check?


You
can pay by check, but this option is not recommended. Payments are applied on the date received and not the date the check is
placed in the mail. Due to mail transit times, quite a few days can pass between the time the check is placed in the mail and
when it is received and applied to your account. In order to be considered current, all payments need to be received by Prosper
on or before the payment due date. In addition, as interest accrues daily, any payoff payments sent by check risk falling short
of the total payoff amount.


If
you need to submit a check by mail, here’s what you need to do:


		·	If
                                         you are trying to payoff your balance, sign in to your Prosper account and select
                                         the date to pay off your balance. This is different from the daily balance and is date
                                         specific. For any questions you can contact customer service.



		·	For
                                         all payments, include the loan ID in the memo section of the check (required). If the
                                         check is coming from a third party, please also include the name of the loan holder in
                                         the memo.



Send
payments to the address below:


Prosper
Marketplace Inc.


P.O.
Box 396081


San
Francisco, CA 94139-6081




    	 



    	 



    

What
is AutoPay?


AutoPay
is a service that automatically schedules and deducts your monthly payment from your bank account on your due date. Most borrowers
who receive a loan through Prosper choose AutoPay because it’s the easiest way to always make monthly payments on time.


You
can select AutoPay in step 4 of the loan application, in your online account, or by contacting customer service. Please
navigate to Prosper’s Contact Us page to find the relevant contact information and hours of operation.




    	 



    	 



    

Can
I mail in my documents?


You
can send your documents to Prosper in the following two ways:


		·	The
                                         best way to submit documents is through Prosper’s document upload tool located
                                         in your Prosper account. It’s fast, easy, and secure.



		·	You
                                         can also send your documents as an attachment to an email. To send documents related
                                         to all loan requests, send an email to approval@prosper.com. Please be sure to
                                         send all email from the email address registered with your Prosper account. To send documents
                                         related to payments or investments, send email to support@prosper.com.





    	 



    	 



    

If
I have an existing loan, how long should I wait before I reapply?


Thank
you for choosing Prosper again. There is a minimum waiting period of six months before you can apply for another loan. For your
reference, your credit score at the time of your new loan request must be at least 640. In addition, any outstanding loan through
Prosper will be included as part of your $35,000 total loan limit.


Other
requirements to to be aware of when considering an additional loan through Prosper:


		·	Your
                                         active loan must be current and in good standing.



		·	No
                                         late payments can be on record within the last 60 days for any active loans.



		·	You
                                         must not have a payment that was more than 15 days late on an active loan within the
                                         last year.



		·	No
                                         more than 2 returned loan payments can be on record within the last 3 years.



		·	A
                                         minimum number of six months must have passed since your last loan was originated.



		·	If
                                         you have more than one loan, each loan may have a different payment due date. Your loan
                                         payments cannot be combined.



Please
note, meeting all of the requirements listed above does not guarantee that you will be approved for your additional loan request.




    	 



    	 



    

How
can I reset my password/unlock my account?


If
you forget your password, go to the Reset Your Password page. Enter the email you used to create your Prosper account and
click Send Email. Prosper will send you instructions for resetting your password using the email address you have on file for
your member account. If you continue to have issues, please contact Prosper Customer Support.




    	 



    	 



    

What
if I’m late on a loan payment?


If
you are late on a loan payment, your loan is considered delinquent, and late fees may be assessed. You can avoid additional fees
by making a manual payment in the amount due within 15 days of the payment due date. Make a payment now.




    	 



    	 



    

What
is the loan review process? How long does it take?


The
underwriting and verification process (loan review process) helps protect investors by verifying the information you provided
when you registered and created your borrower listing. Prosper must complete the underwriting and verification process before
your loan can be originated.


Prosper
has the right to verify at any time the accuracy of all statements and information you provided when you registered and created
your listing. Prosper may ask you to upload supporting documentation or may call your bank or employer for verification. If Prosper
needs documentation from you, you will be contacted after your listing is created. The underwriting and verification process is
usually completed in seven business days or less. Any requested documentation must be provided within that period.




    	 



    	 



    

Where
can I find Prosper’s policies?


Please
view the Site Policies page to learn more about our policies.




    	 



    	 



    

What
is address verification?


For
security reasons, all borrowers must have a verified mailing address, which helps Prosper reduce the risk of identity theft. Prosper
uses several methods to verify your address, including sending you a postcard through the U.S. Postal Service with a verification
code to the address you entered when you registered.


Note:
If Prosper is able to verify your address without sending this postcard, you will not receive one.


If
you receive a postcard in the mail, go to “My Account > Settings” and click Verify this address. You will
be prompted to enter the verification code printed on the postcard you received. Once you have successfully entered the verification
code, you may destroy and discard your postcard.




    	 



    	 



    

Can
I turn off the automatic ACH payment?


Yes.
Please contact customer support to assist you in canceling the automatic monthly ACH payment.




    	 



    	 



    

Can
I change my payment due date?


No,
changing your payment due date is not possible at this time.




    	 



    	 



    

What
are the steps in the application process for PHL?


You
provide some basic information in an easy online application or over the phone, and based on the information received, Prosper
will provide pre-approved loan options to eligible applicants. Options may be available to have the loan funded directly to the
provider.


Apply
now




    	 



    	 



    

What
is PHL?


Prosper
Healthcare Lending (PHL) is a subsidiary of Prosper Marketplace, Inc. PHL specializes in offering loans to customers looking to
finance a medical procedure. For more information, please navigate to PHL’s web site: www.prosperhealthcare.com.




    	 



    	 



    

Where
can I find the terms of my loan?


The
promissory note contains the terms of the loan and is available in the History and Legal Agreements & Disclosure section of
your Prosper account.




    	 



    	 



    

Where
can I find my loan details?


Sign
in to your Prosper account. Select “Borrowing” from the navigation dropdown located in the site header. Your loan
details will appear on the page you are directed to.




    	 



    	 



    

Where
can I find the status of my application?


You
can easily check the status of your application anytime by logging into your Prosper account and viewing your Account Overview
page, which will list, among other things, any documents still required to complete the verification as well as the percentage
of funds committed by investors.




    	 



    	 



    

Do
I have to pay anything out of pocket to obtain a loan?


There
are no upfront fees for applying for a loan through Prosper. A one-time fee is charged if your loan is funded and money is transferred
to you.


This fee
is called the “Origination Fee” and is a percentage of the amount borrowed (1%-5%, depending on Prosper Rating). It
is taken from the loan immediately, before loan proceeds are transferred to your account. This means that if you apply for a loan
and need an amount to purchase something specific or pay off a balance on a credit card, make sure you ask for enough to cover
both the expense and the fee.




    	 



    	 



    


Exhibit
B





Credit
Policy


[***]




    	 



    	 



    

Exhibit
C





Form
of Application




    	 



    	 



    





    	 



    	 



    




    	 



    	 



    




    	 



    	 



    




    	 



    	 



    




    	 



    	 



    




    	 



    	 



    




    	 



    	 



    



Exhibit
D





Loan
Documentation






    	 



    	Borrower Registration Agreement | Prosper	Page 1 of 27



    

Borrower
Registration Agreement


This
Borrower Registration Agreement (this “Agreement”) is made and entered into between you and Prosper Funding LLC (“Prosper”).


The
Prosper marketplace is an online credit platform (the “Platform”) operated by Prosper. Among other things, Prosper
offers access to unsecured personal loans in the form of the promissory note attached hereto as Exhibit A (the “Promissory
Note”). All loans originated through the Platform are made by WebBank, a Utah-chartered industrial bank (“WebBank”
or “Bank”). A separate legal entity, Prosper Marketplace, Inc. (“PMI”), provides services to Bank in connection
with the origination of such loans. Prosper services all loans made through the Platform, but has engaged certain third parties
(including PMI) to act as agents of Prosper in the performance of such servicing. The following Agreement describes those services
as well as your rights and obligations should you elect to register as a borrower on the Platform. Except for Section 22, when
used in this Agreement “we” or “us” refers to Prosper, Bank and their respective agents and affiliates
(including without limitation PMI in its capacity as agent of Prosper or Bank, and Prosper Healthcare Lending).


1.Registration
as a Prosper Borrower. You are registering with Prosper as a borrower so that you can make loan requests or “listings”
through the Platform. In entering into this Agreement, you are agreeing to comply with the Terms of Use for the Platform as well
as any other rules or policies set forth on Prosper’s website (www.prosper.com (http://www.prosper.com/)),
any of which may be amended from time to time by Prosper in its sole discretion (collectively, as amended, the “Prosper
Terms and Conditions”). The Prosper Terms and Conditions are accessible via a link marked “Policies” at the
bottom of each page of Prosper’s website.


We
reserve the right to restrict access to the Platform to individuals who meet minimum credit guidelines and other criteria, as
determined by us in our sole discretion.


 


	https://www.prosper.com/plp/borrower-registration-agreement/	6/30/2016



 



    	 



    	Borrower Registration Agreement | Prosper	Page 2 of 27



    

2.Authorization
to Obtain Credit Report. By registering on the Platform as a borrower, you authorize us or our agents (including PMI), to
obtain a credit report from one or more consumer credit reporting agencies. We may use the credit report for any purpose
that would be authorized by applicable law in connection with a credit transaction involving you and involving the extension of
credit to you or review or collection of your account, including but not limited to (i) for authentication purposes, to make sure
you are who you say you are, (ii) to make credit decisions; (iii) to administer the sale of any Borrower Payment Dependent Notes
(“Notes”) associated with your loan or the sale of your loan in its entirety; (iv) to determine how much debt you
currently have, in order to determine your debt-to-income ratio, (v) to obtain your credit score and assign you a Prosper Rating
based in part on that score, (vi) to obtain and display information and characteristics from your credit report from one or more
consumer credit reporting agencies, and (vii) to obtain and display on the Folio Investing Note Trader Platform certain information
and characteristics from your credit report from one or more consumer credit reporting agencies at any time or times that a Note
corresponding to your loan is offered for sale by investors holding such Notes. Information from your credit report will be displayed
on the Prosper website with your listing. You authorize us to verify information in your credit report and your listing, and you
agree that Prosper, Bank or PMI (in its capacity as agent of Prosper or Bank) may contact third parties without further notice
to you to verify any such information. We may obtain your credit report each time you create a listing and at any other time in
our sole discretion, including in connection with loan servicing or collection.


3.Listings.
The Platform connects applicants who wish to obtain loans with investor members who wish to help fund them. To receive a loan,
you, a borrower member, must submit a loan listing through the Platform. The listing is a request by you for a loan in the amount
and at the interest rate specified in the listing. In order to submit a listing through the Platform, you must have a good faith
intent to obtain and repay your loan, and your listing must be consistent with that intent.


In
order for your listing to become a loan, you must receive aggregate funding commitments from Prosper investor members that equal
or exceed the minimum funding amount applicable to your listing. When you submit your listing, it will automatically be allocated
to one of three funding channels, based upon a random allocation methodology determined by Prosper: (i) the first channel allows
investor members to commit to purchase Notes from Prosper, the payments of which are dependent on the payments you make on your
loan (the “Note Channel”); (ii) the second channel allows investor members to commit to purchase 100% of your loan
directly from Prosper (“Active Loan Channel”); and (iii) the third channel reserves your loan for sale to an investor
member who has already committed to purchase loans like yours from Prosper (“Passive Loan Channel”). Prosper may add
or remove funding channels at any time in its sole discretion.


 


	https://www.prosper.com/plp/borrower-registration-agreement/	6/30/2016


 




    	 



    	Borrower Registration Agreement | Prosper	Page 3 of 27



    

If
your listing receives sufficient commitments to fund, Bank will originate a loan to you in an amount equal to the total amount
of those commitments. If your listing is allocated to Passive Loan Channel, it will automatically be considered to have received
a commitment equal to the amount of the loan requested. If your listing is allocated to the Note Channel, investor members who
purchase Notes tied to your loan may resell those Notes to other investor members on our secondary trading platform (the “Note
Trader Platform”). Prosper may add or remove secondary trading platforms at any time in its sole discretion.


Information
Included in Listings. To submit a listing, you must provide the amount of the loan you are requesting as well as your
annual income, occupation and employment status. The minimum and maximum loan amounts you may request are posted on the Prosper
website and are subject to change by us at any time without notice. We reserve the right to restrict the submission of listings
through the Platform to applicants who meet minimum credit guidelines and other criteria, as determined by us in our sole discretion.


You
authorize and agree that we may include in your listing any information from the credit report we obtain pursuant to Section 2
above, including but not limited to the following information:


(i)        
Your Prosper Rating, which is calculated by us but based on information from your credit report;


(ii)        Your
debt-to-income ratio, expressed as a percentage, reflecting the ratio between the amount of your monthly non-mortgage debt, as
compared to the amount of monthly income that you indicated when completing your listing;


(iii)       Whether
you own a home;


(iv)       The
number of accounts on which you are currently late on a payment;


(v)        The
total past-due amount you owe on all delinquent and charged-off accounts;


(vi)       The
number of 90+ days past due delinquencies on your credit report;


(vii)      The
number of negative public records (e.g., bankruptcies, liens, and judgments) on your credit report over the last 12 months, and
over the last 10 years;


(viii)     The
month and year the oldest account on your credit report (e.g., revolving, installment, or mortgage credit) was opened;


(ix)        The
total number of credit lines appearing on your credit report, along with the number that are open and current;


(x)         The
total balance on all of your open revolving credit lines;


(xi)       Your
bankcard utilization ratio, expressed as a percentage, reflecting the ratio of the total balance used, to the aggregate credit
limit on, all of your open bankcards; and


(xii)       The
number of inquiries made by creditors to your credit report in the last six months.

 


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In
addition, you authorize and agree that we may display any of the above information in a listing for a Note corresponding to your
loan on the Note Trader Platform, and that we may display updated information from your credit report, as well as information
about the payment history and status of your loan, in any such listing.


Listings
displayed on either Platform may also include any information we ask you to provide, including, without limitation, your self-reported
occupation, employment status and range of income. You authorize us to verify your residence, income, employment and any other
information you provide in connection with a listing or your registration as a borrower, and you agree that we may contact third
parties to verify information you provide. If any such information changes after you submit a listing but before the listing expires,
you must either (i) promptly notify us of the change, or (ii) if the listing was allocated to the Note Channel or Active Loan
Channel, withdraw your listing.


In
creating your listing, or posting content on your Prosper member web page or anywhere else on Prosper’s website, you may
not include (i) any personally identifiable information, including, without limitation, your name, address, phone number, email
address, Social Security number, driver’s license number, bank account number or credit card number, (ii) any information
that reveals your race, color, religion, national origin, sex, marital status, age, sexual orientation, military status, source
of income, or plans for having a family, and (iii) any information that is inconsistent with your obligations to refrain from
engaging in any Prohibited Activities (as defined below) (any information of the type described in parts (i), (ii) or (iii) being,
“Prohibited Information”). We may take remedial action with respect to any Prohibited Information you post on Prosper’s
web site, including without limitation canceling any listing containing Prohibited Information or deleting or modifying all or
any portion of a listing description or other content that contains Prohibited Information; provided, however, that we are under
no obligation to take any such action, and any posting of Prohibited Information by you on Prosper’s web site is done solely
at your own risk.


 


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Listings
Allocated to the Note Channel. Any person who visits the Prosper website will be able to view your listing and see your
Prosper Rating as well as certain information about the loan you have requested; provided, however, information from your credit
report will only be viewable by investor members.


We
may elect in our sole discretion to give you a partial funding option, which means your loan will be funded if it receives commitments
totaling less than the full amount of your requested loan but equal to or exceeding 70% of that amount (subject to the loan size
minimum). Each loan listing related to a borrower who was offered the partial funding option will indicate the minimum amount
required for the loan to fund. The current percentage threshold for partial funding is 70%, but we may change that threshold from
time to time. Any such change will only affect listings created after the change is made.


Duration
of Listings. A listing will expire on the earlier of (a) the time at which it has received commitments equal to the full
amount of the loan requested (which could be immediately after being listed) or (b) if allocated to the Note Channel, 14 days
after being posted, unless the listing is withdrawn by you or cancelled by us prior to either of those events. If a listing is
allocated to Active Loan Channel and does not receive commitments sufficient to fund within one (1) hour of being posted, it will
automatically be reallocated to the Note Channel.


WITHDRAWAL
OF LISTINGS. YOU HAVE THE RIGHT TO WITHDRAW YOUR LISTING AT ANY TIME PRIOR TO THE EXPIRATION OF THE LISTING PERIOD AS
DESCRIBED ABOVE. AFTER THE LISTING PERIOD EXPIRES, YOU WILL NO LONGER HAVE THE RIGHT TO WITHDRAW YOUR LISTING. IF A LOAN IS MADE
TO YOU, YOU DO NOT HAVE ANY RIGHT TO RESCIND THE LOAN.


If
you elect to withdraw your listing, you may (but are not required to) submit a new listing. We reserve the right, in our sole
discretion, to limit the number of listings you submit or attempt to submit through the Platform.


Additional
Loans. The guidelines and eligibility requirements for additional loans are posted on the Prosper website and are subject
to change by us in our sole discretion at any time without notice. Subject to these requirements, you may have up to two loans
outstanding at any one time, provided that the aggregate outstanding principal balance of your loans does not exceed the maximum
loan amount then in effect. You may not submit a listing for a second loan unless you meet the eligibility requirements then in
effect as of the date of such submission.


 


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Prohibited
Activities. You agree that you will not, in connection with any listings, investor commitments, loans or other transactions
involving or potentially involving Prosper or Bank, (i) make any false, misleading or deceptive statements or omissions of material
fact; (ii) misrepresent your identity, or describe, present or portray yourself as a person other than yourself; (iii) give to
or receive from, or offer or agree to give to or receive from, any Prosper investor member or other person any fee, bonus, additional
interest, kickback or thing of value of any kind, including in exchange for such person’s commitment, recommendation, or
offer or agreement to recommend or make a commitment with respect to your listing; and (iv) represent yourself to any person as
a director, officer or employee of Prosper, PMI or Bank, unless you are such director, officer or employee.


4.      Right
to Verify Information and Cancel Funding.


a.
     We reserve the right to verify the accuracy of all information provided by borrower and investor members in connection with
listings, investor commitments and loans. We also reserve the right to determine in our sole discretion whether a registered
user is using, or has used, the Prosper website illegally or in violation of any order, writ, injunction or decree of any
court or governmental instrumentality, for purposes of fraud or deception, or otherwise in a manner inconsistent with the
Prosper Terms and Conditions or any agreement between Prosper or Bank and such user. We may conduct our review at any time -
before, during or after the submission of a listing, or before or after the funding of a loan. You agree to respond promptly
to our requests for information in connection with any such review by us.


b.       In
the event we determine, prior to funding a loan, that a listing, or an investor commitment for the listing, contains materially
inaccurate information (including but not limited to unintended inaccuracies, inaccuracies resulting from errors by us, or inaccuracies
resulting from changes in the borrower’s income, residence or credit profile between the date a listing is submitted and
the date the listing is to be funded) or was submitted illegally, in violation of any order, writ, injunction or decree of any
court or governmental instrumentality, for purposes of fraud or deception, or otherwise in a manner inconsistent with the Prosper
Terms and Conditions or any member agreement, we may refuse to accept the listing or, if the listing has already been accepted,
remove the listing from the Platform and cancel all investor commitments with respect to the listing.


 


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c.      When
a listing receives commitments equal to or exceeding the minimum amount required for the loan to fund, we may conduct a “pre-funding”
review prior to funding the loan. Loan funding occurs when loan proceeds are disbursed to or at the direction of the borrower.
We may, at any time and in our sole discretion, delay funding of a loan (i) in order to enable us to verify the accuracy of information
provided by borrower members, investor members in connection with the listing or investor commitments made with respect to the
listing; (ii) to determine whether there are any irregularities with respect to the listing or the investor commitments; or (iii)
if we become aware of information concerning the borrower member or the listing during our pre-funding review, as a result of
which we determine, in our sole discretion, that the likelihood of the borrower not making payments on the loan is materially
greater than would be expected based on the assigned Prosper Rating. We may cancel or proceed with funding the loan, depending
on the results of our pre-funding review. If funding is cancelled, the listing will be removed from the Platform and all investor
commitments against the listing will be cancelled. In the event we cancel funding of a loan, we will notify the borrower, and
all investor members who made commitments with respect to the listing of such cancellation.


d.      We
may verify any of the information you provide in applying for a loan and creating a listing, and may require that you submit evidence
sufficient to permit us to verify the information you provided or other information we deem necessary. We have sole discretion
to determine what evidence suffices, and it is your obligation to provide that evidence. If you fail to do so within a reasonable
timeframe within our discretion, we may cancel your listing. However, if we are able to obtain the information we require from
other sources, or determine that the information is no longer necessary, your loan may originate even though you have not submitted
the required documents.


5.      Matching
of Investor Commitments and Listings; Loan Funding.


a.       If
your listing is allocated to the Note Channel, Prosper investor members will be able to view your listing and commit funds to
purchase Notes issued by Prosper, the payments on which will be dependent on payments Prosper receives from you on your loan.
In other words, the Prosper investor members who committed funds will receive payments on their Notes only to the extent you make
payments on your loan. If your listing is allocated to the Active Loan Channel or the Passive Loan Channel, Prosper investor members
will commit funds to purchase from Prosper a Promissory Note evidencing the loan made by Bank to you.


 


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b.      A
match of your listing with one or more investor commitments equal to or exceeding the minimum amount required for the loan to
fund, will result in a loan from Bank to you, subject to our right to verify information as described above. The loan will be
evidenced by a Promissory Note in the form set forth on the attached Exhibit A. Depending on the loan product you receive, loan
proceeds are disbursed into your designated deposit account or they are paid directly to a merchant in satisfaction of your purchase
of goods and/or services from that merchant. The loan may be sold by Bank to Prosper, and Prosper may hold the loan or sell it
to one of its investor members. Prosper or its agents will service the loan on behalf of the loan’s owner.


c.      We
do not warrant or guaranty that your listing will be matched with any investor commitments. Your listing must receive one or more
investor commitments equal to or exceeding the minimum amount required for the loan to fund in order for a loan to be made.


d.       To
safeguard your privacy rights, your name and address will not be included in your listing. Only your Prosper screen name will
appear on your listing, and only the screen name of the investor members will appear with investor commitments.


6.      Compensation.
If you receive a loan, you must pay Bank a non-refundable origination fee. The amount of the estimated origination fee is
stated in the disclosures provided to you at the time you apply. This amount will decline if you’ve been offered a partial
funding option and your loan is not 100% funded. Notwithstanding the foregoing, no amount of the finally determined fee is refundable.
The finally determined fee will be stated in your Truth in Lending disclosure. This fee will be deducted from your loan proceeds,
so the loan proceeds delivered to you or at your direction will be less than the full amount of your issued loan. You acknowledge
that the origination fee will be considered part of the principal on your loan and is subject to the accrual of interest.


7.       Making
Your Loan Payments. At the time you register as a borrower, you must provide your bank account information to facilitate transfers
of funds to and from your bank account. You agree to make your loan payments by automated withdrawals from your designated account,
by manual payments you initiate from your designated account, with the first payment being scheduled during the application process,
or by check (you must call customer service at 1-866-615-6319 to arrange payment by check). Your loan payments will be made by
the payment method you choose. Prosper or its agents will act as the servicer for all loans you obtain through the Platform, and
all communications regarding your loan must be made to Prosper or its agents.


 


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8.      Collection
& Reporting of Delinquent Loans. In the event you do not make your loan payments on time, Bank or any subsequent owner
of the loan will have all remedies authorized or permitted by the Promissory Note and applicable law. In addition, if you fail
to make timely payments on your loan, your loan may be referred to a collection agency for collection. Prosper or its agents may
report loan payment delinquencies in excess of thirty (30) days to one or more credit reporting agencies in accordance with applicable
law. See the “Permission to Contact” section below for additional important information.


9.      No
Guarantee. Neither Prosper nor Bank warrants or guarantees (1) that your listing will be matched with any investor commitments,
or (2) that you will receive a loan as a result of submitting a listing.


10.    Restrictions
on Use. You are not authorized or permitted to use the Prosper website to obtain, or attempt to obtain, a loan for someone
other than yourself. You are not authorized or permitted to use the Prosper website to obtain, or attempt to obtain, a loan for
the purpose of (i) buying, carrying or trading in securities or for the purpose of buying or carrying any part of an investment
contract security, (ii) paying for postsecondary educational expenses (i.e., tuition, fees, required equipment or supplies, or
room and board) at a college/university/vocational school, as the term “postsecondary educational expenses” is defined
in Bureau of Consumer Financial Protection Regulation Z, 12 C.F.R. § 1026.46(b)(3), or (iii) engaging in any illegal activity
or gambling, and you warrant, represent and agree that you will not use the proceeds of any loan for such purposes. You must be
an owner of the deposit account you designate for electronic transfers of funds, with authority to direct that loan payments be
made from the account. Your designated account will be the account from which loan payments will be made. Although you are registering
as a borrower member, you may also register and participate on the Platform as an investor member. If you participate on the Platform
as an investor member, any amounts in your Prosper funding account are subject to set-off against any delinquent amounts owing
on any loans you obtain as a Prosper borrower. You will not receive further notice in advance of our exercising our right to set-off
amounts in your Prosper funding account against any delinquent amounts owing on any loans you obtain. If you obtain a loan and
fail to pay your loan in full, whether due to default, bankruptcy or other reasons, you will not be eligible to submit any further
listings or re-register with Prosper as a borrower or investor member. We may in our sole discretion, with or without cause and
with or without notice, restrict your access to the Prosper website or Platform.


11.    Authority.
You warrant and represent that you have the legal competence and capacity to execute and perform this Agreement.

 


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12.    Termination
of Registration. Prosper may, in its sole discretion, with or without cause, terminate this Agreement at any time by giving
you notice as provided below. In addition, upon our determination that you committed fraud or made a material misrepresentation
in connection with a listing, investor commitment or loan, performed any prohibited activity, or otherwise failed to abide by
the terms of this Agreement or the Prosper Terms and Conditions, we may, in our sole discretion, immediately and without notice,
take one or more of the following actions: (i) terminate or suspend your right to submit listings or otherwise participate on
the Platform; or (ii) terminate this Agreement and your registration with Prosper. Upon termination of this Agreement and your
registration with Prosper, any listings you have submitted through the Platform shall be cancelled, and will be removed from the
Platform immediately. Any loans you obtain prior to the effective date of termination resulting from listings you had placed on
the Platform shall remain in full force and effect in accordance with their terms.


13.    Prosper’s
Right to Modify Terms. Prosper has the right to change any term or provision of this Agreement or the Prosper Terms and Conditions.
Prosper will give you notice of material changes to this Agreement, or the Prosper Terms and Conditions, in the manner set forth
in Section 15. You authorize us to correct obvious clerical errors appearing in information you provide to us, without notice
to you, although we expressly undertake no obligation to identify or correct such errors. This Agreement, along with the Prosper
Terms and Conditions, represents the entire agreement between you and Prosper regarding your participation as a borrower on the
Platform, and supersedes all prior or contemporaneous communications, promises and proposals, whether oral, written or electronic,
between you and Prosper with respect to your involvement as a borrower on the Platform.


14.    Member
Web Page Display and Content. You may, but are not required to, maintain a “Prosper member web page” on the Prosper
website, where you can post content, logos or links to websites. If you elect to do so, you authorize us to display on the Prosper
website all such material you provide. Any material you display on your member page must conform to the Prosper Terms and Conditions,
and material you display or link to must not (i) infringe on Prosper’s or any third party’s copyright, patent, trademark,
trade secret or other proprietary rights or right of publicity or privacy; (ii) violate any applicable law, statute, ordinance
or regulation; (iii) be defamatory or libelous; (iv) be lewd, hateful, violent, pornographic or obscene; (v) violate any laws
regarding unfair competition, anti-discrimination or false advertising; (vi) promote violence or contain hate speech; or (vii)
contain viruses, trojan horses, worms, time bombs, cancelbots or other similar harmful or deleterious programming routines. You
may not include or display any personally identifying information of any Prosper member on your Prosper member web page or elsewhere
on the Prosper website, including, without limitation, any Prosper member’s name, address, phone number, email address,
Social Security number, driver’s license number, bank account number or credit card number.


 


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15.    Notices.
All notices and other communications hereunder shall be given either by: (1) email to your registered email address; (2) message
to your Prosper message inbox; (3) posting on your Prosper account’s login, post-login, or home page; (4) posting to the
History section (or one of its subsections) of your Prosper account; (5) posting on the Prosper website, or (6) deposit with U.S.
mail or other nationally recognized courier, and shall be deemed to have been duly given and effective upon transmission or posting.
It is your responsibility to monitor these areas. You can contact us by sending an email to support@prosper.com (mailto:support@prosper.com).
You agree to notify Prosper if your registered email address changes, and you agree to update your registered residence address,
mailing address and telephone number on the Prosper website if any of those items changes.


16.    No
Warranties. Except for the representations contained in this Agreement, Prosper does not make any representations or warranties
to you or any other party with regard to your use of the Prosper website or the Platform, including, but not limited to, any implied
warranties of merchantability or fitness for a particular purpose.


17.    Limitation
on Liability. In no event shall any party to this Agreement be liable to any other party for any lost profits or special,
exemplary, consequential or punitive damages, even if informed of the possibility of such damages. Furthermore, neither party
makes any representation or warranty to any other party regarding the effect that the Agreement may have upon the foreign, federal,
state or local tax liability of the other.


18.    STATE
NOTICES


California
Residents: Married registrants may apply for a separate account.


Ohio
Residents: The Ohio laws against discrimination require that all creditors make credit equally available to all credit worthy
customers, and that credit reporting agencies maintain separate credit histories on each individual upon request. The Ohio civil
rights commission administers compliance with this law.

 


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Texas
Residents: Prosper Marketplace, Inc. is licensed and examined by the State of Texas—Office of Consumer Credit Commissioner.
Call the Consumer Credit Hotline or write for credit information or assistance with credit problems. Office of Consumer Credit
Commissioner, 2601 North Lamar Boulevard, Austin, Texas 78705-4207, (800) 538-1579, www.occc.state.tx.us.


Wisconsin
Residents: No provision of a marital property agreement, a unilateral statement or a court decree adversely affects the interest
of the creditor unless the creditor, prior to the time the credit is granted, is furnished a copy of the agreement, statement
or decree or has actual knowledge of the adverse provision when the obligation to the creditor is incurred.


Please
see the attached Promissory Note for additional important state notices.


19.    Miscellaneous.
You may not assign, transfer, sublicense or otherwise delegate your rights under this Agreement to another person without
Prosper’s prior written consent. Prosper may assign this Agreement at any time without your permission, unless prohibited
by applicable law. Any such assignment, transfer, sublicense or delegation in violation of this Section 19 shall be null and void.
This Agreement shall be governed by federal law and, to the extent that state law applies, the laws of the State of Delaware.
Any waiver of a breach of any provision of this Agreement will not be a waiver of any other breach. Failure or delay by either
party to enforce any term or condition of this Agreement will not constitute a waiver of such term or condition. If any part of
this Agreement is determined to be invalid or unenforceable under applicable law, then the invalid or unenforceable provision
will be deemed superseded by a valid enforceable provision that most closely matches the intent of the original provision, and
the remainder of the Agreement shall continue in effect. Bank is not a party to this Agreement, but you agree that Bank is a third-party
beneficiary and is entitled to rely on the provisions of this Agreement, including without limitation your representations, covenants
and agreements herein. There are no third party beneficiaries to this Agreement other than Bank.


20.    Performance
by Prosper and Bank. You acknowledge and agree that any obligations of or actions by Prosper under this Agreement may be performed
by PMI on behalf of Prosper in PMI’s capacity as servicer or agent of Prosper under any administrative services or similar
agreement entered into between PMI and Prosper pursuant to which Prosper appoints PMI as servicer or agent to provide administrative,
management, servicing or other services to Prosper. You also acknowledge and agree that any obligations of or actions by Bank
under this Agreement may be performed by PMI on behalf of Bank in PMI’s capacity as agent of Bank under any loan program
or similar agreement entered into between PMI and Bank pursuant to which Bank appoints PMI as agent to provide services to Bank.


 


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21.    Separate
Entities. Notwithstanding Section 20, you acknowledge and agree that Prosper, Bank and PMI are separate legal entities and
that neither entity has guaranteed the performance by the other entity of its obligations hereunder.


22.    Arbitration.
RESOLUTION OF DISPUTES: YOU ACKNOWLEDGE THAT YOU HAVE READ THIS PROVISION CAREFULLY, AND UNDERSTAND THAT IT LIMITS YOUR RIGHTS
IN THE EVENT OF A DISPUTE BETWEEN YOU AND US. YOU UNDERSTAND THAT YOU HAVE THE RIGHT TO REJECT THIS PROVISION, AS PROVIDED IN
PARAGRAPH (i) BELOW.


(a)     In
this Resolution of Disputes provision:


(i)      “You”
and “your” mean the individual entering into this Agreement, as well as any person claiming through such individual;


(ii)     “We”
and “us” mean Bank and Prosper Funding LLC and each of their respective parents, subsidiaries, affiliates, predecessors,
successors, and assigns, as well as the officers, directors, and employees of each of them;


(iii)    “Claim”
means any dispute, claim, or controversy (whether based on contract, tort, intentional tort, constitution, statute, ordinance,
common law, or equity, whether pre-existing, present, or future, and whether seeking monetary, injunctive, declaratory, or any
other relief) arising from or relating to this Agreement or the relationship between us and you (including claims arising prior
to or after the date of the Agreement, and claims that are currently the subject of purported class action litigation in which
you are not a member of a certified class), and includes claims that are brought as counterclaims, cross claims, third party claims
or otherwise, as well as disputes about the validity or enforceability of this Agreement or the validity or enforceability of
this Section 22.


(b)    Any
Claim shall be resolved, upon the election of either us or you, by binding arbitration administered by the American Arbitration
Association or JAMS, under the applicable arbitration rules of the administrator in effect at the time a Claim is filed (“Rules”).
Any arbitration under this Agreement will take place on an individual basis; class arbitrations and class actions are not permitted.
If you file a claim, you may choose the administrator; if we file a claim, we may choose the administrator, but we agree to
change to the other permitted administrator at your request (assuming that the other administrator is available). You can obtain
the Rules and other information about initiating arbitration by contacting the American Arbitration Association at 1633 Broadway,
10th Floor, New York, NY 10019, (800) 778-7879, www.adr.org; or by contacting JAMS at 1920 Main Street, Suite 300, Irvine, CA
92614, (949) 224-1810, www.jamsadr.com. The address for serving any arbitration demand or claim on us is Prosper Marketplace,
Inc., 221 Main Street, Suite 300, San Francisco, CA 94105, Attention: Compliance.


 


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(c)     Claims
will be arbitrated by a single, neutral arbitrator, who shall be a retired judge or a lawyer with at least ten years’ experience.
We agree not to invoke our right to elect arbitration of an individual Claim filed by you in a small claims or similar court (if
any), so long as the Claim is pending on an individual basis only in such court.


(d)     We
will pay all filing and administration fees charged by the administrator and arbitrator fees up to $1,000, and we will consider
your request to pay any additional arbitration costs. If an arbitrator issues an award in our favor, you will not be required
to reimburse us for any fees we have previously paid to the administrator or for which we are responsible. If you receive an award
from the arbitrator, we will reimburse you for any fees paid by you to the administrator or arbitrator. Each party shall bear
its own attorney’s, expert’s and witness fees, which shall not be considered costs of arbitration; however, if a statute
gives you the right to recover these fees, or fees paid to the administrator or arbitrator, then these statutory rights will apply
in arbitration.


(e)     Any
in-person arbitration hearing will be held in the city with the federal district court closest to your residence, or in such other
location as you and we may mutually agree. The arbitrator shall apply applicable substantive law consistent with the Federal Arbitration
Act, 9 U.S.C. § 1-16, and, if requested by either party, provide written reasoned findings of fact and conclusions of law.
The arbitrator shall have the power to award any relief authorized under applicable law. Any appropriate court may enter judgment
upon the arbitrator’s award. The arbitrator’s decision will be final and binding except that: (1) any party may exercise
any appeal right under the FAA; and (2) any party may appeal any award relating to a claim for more than $100,000 to a three-arbitrator
panel appointed by the administrator, which will reconsider de novo any aspect of the appealed award. The panel’s decision
will be final and binding, except for any appeal right under the FAA. Unless applicable law provides otherwise, the appealing
party will pay the appeal’s cost, regardless of its outcome. However, we will consider any reasonable written request by
you for us to bear the cost.


 


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(f)      YOU
AND WE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN OUR INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER
IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and we agree otherwise in writing, the arbitrator
may not consolidate more than one person’s claims. The arbitrator shall have no power to arbitrate any Claims on a class
action basis or Claims brought in a purported representative capacity on behalf of the general public, other borrowers, or other
persons similarly situated. The validity and effect of this paragraph (f) shall be determined exclusively by a court, and not
by the administrator or any arbitrator.


(g)     If
any portion of this Section 22 is deemed invalid or unenforceable for any reason, it shall not invalidate the remaining portions
of this section. However, if paragraph (f) of this Section 22 is deemed invalid or unenforceable in whole or in part, then this
entire Section 22 shall be deemed invalid and unenforceable. The terms of this Section 22 will prevail if there is any conflict
between the Rules and this section.


(h)     YOU
AND WE AGREE THAT, BY ENTERING INTO THIS AGREEMENT, THE PARTIES ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE
IN A CLASS ACTION. YOU AND WE ACKNOWLEDGE THAT ARBITRATION WILL LIMIT OUR LEGAL RIGHTS, INCLUDING THE RIGHT TO PARTICIPATE IN
A CLASS ACTION, THE RIGHT TO A JURY TRIAL, THE RIGHT TO CONDUCT FULL DISCOVERY, AND THE RIGHT TO APPEAL (EXCEPT AS PERMITTED IN
PARAGRAPH (e) OR UNDER THE FEDERAL ARBITRATION ACT).


(i)      You
understand that you may reject the provisions of this Section 22, in which case neither us nor you will have the right to elect
arbitration. Rejection of this Section 22 will not affect the remaining parts of this Agreement. To reject this Section 22, you
must send us written notice of your rejection within 30 days after the date that this Agreement was made. You must include your
name, address, and account number. The notice of rejection must be mailed to Prosper Marketplace, Inc., 221 Main Street, Suite
300, San Francisco, CA 94105, Attention: Legal Department. This is the only way that you can reject this Section 22.


(j)      You
and we acknowledge and agree that the arbitration agreement set forth in this Section 22 is made pursuant to a transaction involving
interstate commerce, and thus the Federal Arbitration Act shall govern the interpretation and enforcement of this Section 22.
This Section 22 shall survive the termination of this Agreement.


 


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23.    Electronic
Transactions. This Agreement includes your express consent to electronic transactions and disclosures, which consent is set forth
in the section entitled “Consent to Doing Business Electronically” as disclosed in our Terms of Use (https://www.prosper.com/legal/terms-of-use/)
on our website, the terms and conditions of which are expressly incorporated herein in their entirety. You expressly agree
that each of (a) this Agreement and (b) any Promissory Note in the form set forth on the attached Exhibit A that we sign on your
behalf, may comprise a “transferable record” for all purposes under the Electronic Signatures in Global and National
Commerce Act and the Uniform Electronic Transactions Act.


24.    Permission
to Contact. When you give us your home and/or mobile phone number, we have your permission to contact you at that number or numbers,
and any other number we believe we may reach you through (unless prohibited by applicable law), about your Prosper accounts. Your
consent allows us to use text messaging, artificial or prerecorded voice messages and automatic dialing technology, for all purposes
not prohibited by applicable law. Message and data rates may apply. You may contact us anytime to change these preferences. We
may also send an email to any address where we reasonably believe we can contact you. Some of the purposes for calls and messages
include: suspected fraud or identity theft; obtaining information; transactions on or servicing of your account; and collecting
on your account. Our rights under this Section extend to our affiliates, subsidiaries, parents, agents, vendors, and anyone so
affiliated with the owner of any note evidencing a loan you obtain. Notify us immediately of any changes to your contact information
by changing your contact information on your Prosper account information - settings page.


25.    Power
of Attorney and Note Registrar. If your listing receives sufficient investor commitments to fund, and you do not withdraw your
listing prior to expiration of the listing period, you hereby authorize each of Prosper and PMI to act as your Attorney-in-Fact
to execute a Promissory Note in the form set forth on the attached Exhibit A on your behalf in favor of Bank. You further appoint
Prosper as your authorized agent (in such capacity the “Note Registrar”) to maintain a book-entry system (the “Register”)
identifying the owners of such Promissory Note and the owners’ addresses and payment instructions. The person or persons
identified as owners of such Promissory Note in the Register shall be deemed to be the owner(s) of the Promissory Note for purposes
of receiving payment of principal and interest on such Promissory Note and for all other purposes. Any transfer of such Promissory
Note shall be effective only upon being recorded in the Register. The Note Registrar may retain the services of another party
to fulfill its duties as Note Registrar. The Note Registrar’s recordkeeping obligations will be unaffected by any transfers
of the Promissory Note.


 


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EXHIBIT
A


Promissory
Note


Loan
ID:_____________________


Borrower
Address:_____________________________________________________________.


1.      Promise
to Pay. In return for a loan I have received, I promise to pay WebBank (“you”) the principal sum of
___________ Dollars ($________), together with interest thereon commencing on the date of origination at the rate of _______
percent (_________%) per annum simple interest. I understand that references in this Promissory Note (“Note”) to you
shall also include any person to whom you transfer this Note.


2.      Payments. I
will pay the principal, interest, and any late charges or other fees on this Note when due. This Note is payable in
__________ monthly installments of $ __________each, consisting of principal and interest, commencing on the _____________ day of ___________,
and continuing until the final payment date of _________________, which is the maturity date of this Note. Because of the daily accrual of
interest on my loan and the effect of rounding, my final payment may be more or less than my regular payment. My final
payment shall consist of the then remaining principal, unpaid accrued interest and other charges due under this Note. All
payments will be applied first to any unpaid fees incurred as a result of failed payments, as provided in Paragraph 11; then
to any charges for making payments other than as provided in this Note; then to any late charges then due; then to any
interest then due; and then to principal. No unpaid interest or charges will be added to principal. I further acknowledge
that, if I make my payments after the scheduled due date, or incur a charge/fee, this Note will not amortize as originally
scheduled, which may result in a substantially higher final payment amount.


3.      Interest.
Interest will be charged on unpaid principal until the full amount of principal has been paid. Interest under this Note will
accrue daily, on the basis of a 365-day year. The interest rate I will pay will be the rate I will pay both before and after any
default.


 


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4.      Late
Charge. If the full amount of any monthly payment is not made by the end of fifteen (15) calendar days after its due date,
I will pay you a late charge of the greater of $15 or 5.00% of the unpaid portion of the monthly payment. I will pay this late
charge when it is assessed but only once on each late payment.


5.      Waiver
of Defenses; Exception to Waiver. Except as otherwise provided in this Note, you are not responsible or liable to me for the
quality, safety, legality, or any other aspect of any property or services purchased with the proceeds of my loan. If I have a
dispute with any person from whom I have purchased such property or services, I agree to settle the dispute directly with that
person.


I
further certify that, to my knowledge, the proceeds of my loan will not be applied in whole or part to purchase property or services
from any person to whom any interest in this Note may be assigned. If, notwithstanding the preceding sentence, any person from
whom I have purchased such property acquires any interest in this Note, then Paragraph 5 will not apply to the extent of that
person’s interest, even if that person later assigns that person’s interest to another person.


6.      Certification.
I certify that the proceeds of my loan will not be applied in whole or in part to postsecondary educational expenses (i.e.,
tuition, fees, required equipment or supplies, or room and board) at a college/university/vocational school, as the term “postsecondary
educational expenses” is defined in Bureau of Consumer Financial Protection Regulation Z, 12 C.F.R. § 1026.46(b)(3).


7.      Method
of Payment. You have given me the choice of making my monthly payments (i) by automated withdrawal from an account that I
designate using an automated clearinghouse (ACH) or other electronic fund transfer in the manner described in the debit authorization
I execute, or (ii) by manually scheduled one-time withdrawals from an account that I designate using an ACH or other electronic
fund transfer, made by logging onto my account on the Prosper website or by calling Prosper Borrower Services at (866) 615-6319,
with my first payment being scheduled during the application process; and I have chosen one of these methods.


I
also understand that I may pay my monthly payments by check. If I have chosen to pay by check by calling Prosper Borrower Services
at (866) 615-6319 and arranging such method of payment, I will make the check payable to Prosper Funding LLC and send the payment
check to Prosper Marketplace, Inc., P.O. Box 396081, San Francisco, CA 94139-6081 in a manner so as to ensure that it is received
with sufficient time to process prior to my scheduled payment due date. To ensure efficient processing of my check, I will reference
my loan number on the check.

 


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I
recognize that if I have automated withdrawal enabled, it is my responsibility to ensure that all amounts I owe are paid when
due, even if not debited from my account.


If
I close my account or if my account changes or is otherwise inaccessible such that you are unable to withdraw my payments from
that account or process my check, I will notify you at least three (3) business days prior to any such closure, change or inaccessibility
of my account, and authorize you to withdraw my payments, or I will provide a check, from another account that I designate.


With
regard to payments made by automatic withdrawals from my account, I have the right to (i) stop payment of a preauthorized automatic
withdrawal, or (ii) revoke my prior authorization for automatic withdrawals with regard to all further payments under this Note,
by notifying the financial institution where my account is held, orally or in writing at least three (3) business days before
the scheduled date of the transfer. I agree to notify you orally or in writing, at least three (3) business days before the scheduled
date of the transfer, of the exercise of my right to stop a payment or to revoke my prior authorization for further automatic
withdrawals.


8.      Default
and Remedies. If I fail to make any payment when due in the manner required by Paragraph 7, I will be delinquent. If I (a)
am delinquent, (b) file or have instituted against me a bankruptcy or insolvency proceeding or make any assignment for the benefit
of creditors, or (c) in the event of my death, you may in your sole discretion deem me in default and accelerate the maturity
of this Note and declare all principal, interest and other charges due under this Note immediately due and payable. If you deem
me in default due to delinquency and if you exercise the remedy of acceleration, you will give me at least thirty (30) days prior
notice of acceleration.


9.      Prepayments.
I may prepay this Note in full or in part at any time without penalty. I acknowledge that partial prepayments will not change
the due date or amount of my monthly payment.


 


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10.    Waivers.
You may accept late payments or partial payments, even though marked “paid in full,” without losing any rights
under this Note, and you may delay enforcing any of your rights under this Note without losing them. You do not have to (a) demand
payment of amounts due (known as “presentment”), (b) give notice that amounts due have not been paid (known as “notice
of dishonor”), or (c) obtain an official certification of nonpayment (known as “protest”). I hereby waive presentment,
notice of dishonor and protest. Even if, at a time when I am in default, you do not require me to pay immediately in full as described
above, you will still have the right to do so if I am in default at a later time. Neither your failure to exercise any of your
rights, nor your delay in enforcing or exercising any of your rights, will waive those rights. Furthermore, if you waive any right
under this Note on one occasion, that waiver will not operate as a waiver as to any other occasion.


11.    Insufficient
Funds Charge. If I attempt to make a payment, whether by automated withdrawal from my designated account or by other means,
and the payment cannot be made due to (i) insufficient funds in my account, (ii) the closure, change or inaccessibility of my
account without my having notified you as provided in Paragraph 7, or (iii) for any other reason (other than an error by you),
I will pay you an additional fee of $15 for each returned or failed automated withdrawal or other item, unless prohibited by applicable
law. I will pay this fee when it is assessed.


12.    Attorneys’
Fees. To the extent permitted by law, I am liable to you for your legal costs if you refer collection of my loan to a lawyer
who is not your salaried employee. These costs may include reasonable attorneys’ fees as well as costs and expenses of any
legal action.


13.    Loan
Charges. If a law that applies to my loan and sets maximum loan charges is finally interpreted so that the interest or other
loan charges collected or to be collected in connection with my loan exceed the permitted limits, then: (a) any such loan charge
shall be reduced by the amount necessary to reduce the charge to the permitted limit; and (b) any sums already collected from
me that exceeded permitted limits will be refunded to me. You may choose to make this refund by reducing the principal I owe under
this Note or by making a direct payment to me.


14.    Assignment.
I may not assign any of my obligations under this Note without your written permission. You may assign this Note at any time
without my permission. Unless prohibited by applicable law, you may do so without telling me. My obligations under this Note apply
to all of my heirs and permitted assigns. Your rights under this Note apply to each of your successors and assigns.


 


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15.    Notices.
All notices and other communications hereunder shall be given in writing and shall be deemed to have been duly given and effective
(i) upon receipt, if delivered in person or by facsimile, email or other electronic transmission, or (ii) one day after deposit
prepaid for overnight delivery with a national overnight express delivery service. Except as expressly provided otherwise in this
Note, notices to me may be addressed to my registered email address or to my address set forth above unless I provide you with
a different address for notice by giving notice pursuant to this Paragraph, and notices to you must be addressed to WebBank at
legal@prosper.com or c/o Prosper Marketplace, Inc., 221 Main Street, Third Floor, San Francisco, CA 94105, Attention: Legal Department.


16.    Governing
Law. This Note is governed by federal law and, to the extent that state law applies, the laws of the State of Utah.


17.    Miscellaneous.
No provision of this Note shall be modified or limited except by a written agreement signed by both you and me. The unenforceability
of any provision of this Note shall not affect the enforceability or validity of any other provision of this Note.


18.    Arbitration.
RESOLUTION OF DISPUTES: I HAVE READ THIS PROVISION CAREFULLY, AND UNDERSTAND THAT IT LIMITS MY RIGHTS IN THE EVENT OF A DISPUTE
BETWEEN YOU AND ME. I UNDERSTAND THAT I HAVE THE RIGHT TO REJECT THIS PROVISION, AS PROVIDED IN PARAGRAPH (i) BELOW.


(a)     In
this Resolution of Disputes provision:


(i)      “I,”
“me” and “my” mean the promisor under this Note, as well as any person claiming through such promisor;


(ii)     “You”
and “your” mean WebBank, any person servicing this Note for WebBank, any subsequent holders of this Note or any interest
in this Note, any person servicing this Note for such subsequent holder of this note, and each of their respective parents, subsidiaries,
affiliates, predecessors, successors, and assigns, as well as the officers, directors, and employees of each of them; and


(iii)    “Claim”
means any dispute, claim, or controversy (whether based on contract, tort, intentional tort, constitution, statute, ordinance,
common law, or equity, whether pre-existing, present, or future, and whether seeking monetary, injunctive, declaratory, or any
other relief) arising from or relating to this Note or the relationship between you and me (including claims arising prior to
or after the date of the Note, and claims that are currently the subject of purported class action litigation in which I am not
a member of a certified class), and includes claims that are brought as counterclaims, cross claims, third party claims or otherwise,
as well as disputes about the validity or enforceability of this Note or the validity or enforceability of this Section.


 


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(b)     Any
Claim shall be resolved, upon the election of either you or me, by binding arbitration administered by the American Arbitration
Association or JAMS, under the applicable arbitration rules of the administrator in effect at the time a Claim is filed (“Rules”).
Any arbitration under this arbitration agreement will take place on an individual basis; class arbitrations and class actions
are not permitted. If I file a claim, I may choose the administrator; if you file a claim, you may choose the administrator,
but you agree to change to the other permitted administrator at my request (assuming that the other administrator is available).
I can obtain the Rules and other information about initiating arbitration by contacting the American Arbitration Association at
1633 Broadway, 10th Floor, New York, NY 10019, (800) 778-7879, www.adr.org; or by contacting JAMS at 1920 Main Street, Suite 300,
Irvine, CA 92614, (949) 224-1810, www.jamsadr.com. Your address for serving any arbitration demand or claim is WebBank, c/o Prosper
Marketplace, Inc., 221 Main Street, Third Floor, San Francisco, CA 94105, Attention: Legal Department.


(c)     Claims
will be arbitrated by a single, neutral arbitrator, who shall be a retired judge or a lawyer with at least ten years’ experience.
You agree not to invoke your right to elect arbitration of an individual Claim filed by me in a small claims or similar court
(if any), so long as the Claim is pending on an individual basis only in such court.


(d)     You
will pay all filing and administration fees charged by the administrator and arbitrator fees up to $1,000, and you will consider
my request to pay any additional arbitration costs. If an arbitrator issues an award in your favor, I will not be required to
reimburse you for any fees you have previously paid to the administrator or for which you are responsible. If I receive an award
from the arbitrator, you will reimburse me for any fees paid by me to the administrator or arbitrator. Each party shall bear its
own attorney’s, expert’s and witness fees, which shall not be considered costs of arbitration; however, if a statute
gives me the right to recover these fees, or fees paid to the administrator or arbitrator, then these statutory rights will apply
in arbitration.


(e)     Any
in-person arbitration hearing will be held in the city with the federal district court closest to my residence, or in such other
location as you and we may mutually agree. The arbitrator shall apply applicable substantive law consistent with the Federal Arbitration
Act, 9 U.S.C. § 1-16, and, if requested by either party, provide written reasoned findings of fact and conclusions of law.
The arbitrator shall have the power to award any relief authorized under applicable law. Any appropriate court may enter judgment
upon the arbitrator’s award. The arbitrator’s decision will be final and binding except that: (1) any party may exercise
any appeal right under the FAA; and (2) any party may appeal any award relating to a claim for more than $100,000 to a three-arbitrator
panel appointed by the administrator, which will reconsider de novo any aspect of the appealed award. The panel’s decision
will be final and binding, except for any appeal right under the FAA. Unless applicable law provides otherwise, the appealing
party will pay the appeal’s cost, regardless of its outcome. However, you will consider any reasonable written request by
me for you to bear the cost.


 


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(f)      YOU
AND I AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN OUR INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER
IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and I agree otherwise in writing, the arbitrator
may not consolidate more than one person’s claims. The arbitrator shall have no power to arbitrate any Claims on a class
action basis or Claims brought in a purported representative capacity on behalf of the general public, other borrowers, or other
persons similarly situated. The validity and effect of this paragraph (f) shall be determined exclusively by a court, and not
by the administrator or any arbitrator.


(g)     If
any portion of this Section 18 is deemed invalid or unenforceable for any reason, it shall not invalidate the remaining portions
of this section. However, if paragraph (f) of this Section 18 is deemed invalid or unenforceable in whole or in part, then this
entire Section 18 shall be deemed invalid and unenforceable. The terms of this Section 18 will prevail if there is any conflict
between the Rules and this section.


(h)     YOU
AND I AGREE THAT, BY ENTERING INTO THIS NOTE, THE PARTIES ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A
CLASS ACTION. YOU AND I ACKNOWLEDGE THAT ARBITRATION WILL LIMIT OUR LEGAL RIGHTS, INCLUDING THE RIGHT TO PARTICIPATE IN A CLASS
ACTION, THE RIGHT TO A JURY TRIAL, THE RIGHT TO CONDUCT FULL DISCOVERY, AND THE RIGHT TO APPEAL (EXCEPT AS PERMITTED IN PARAGRAPH
(e) OR UNDER THE FEDERAL ARBITRATION ACT).


(i)     
I understand that I may reject the provisions of this Section 18, in which case neither you nor I will have the right to
elect arbitration. Rejection of this Section 18 will not affect the remaining parts of this Note. To reject this Section 18,
I must send you written notice of my rejection within 30 days after the date that this Note was made. I must include my name,
address, and account number. The notice of rejection must be mailed to WebBank, c/o Prosper Marketplace, Inc., 221 Main
Street, San Francisco, CA 94105, Attention: Legal Department. This is the only way that I can reject this Section
18.


 


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(j)
     You and I acknowledge and agree that the arbitration agreement set forth in this Section 18 is made pursuant to a transaction
involving interstate commerce, and thus the Federal Arbitration Act shall govern the interpretation and enforcement of this Section
18. This Section 18 shall survive the termination of this Note and the repayment of any or all amounts borrowed thereunder.


19.    Electronic
Transactions. THIS NOTE INCLUDES YOUR EXPRESS CONSENT TO ELECTRONIC TRANSACTIONS AND DISCLOSURES, WHICH CONSENT IS SET FORTH
IN THE PARAGRAPH ENTITLED “CONSENT TO DOING BUSINESS ELECTRONICALLY” AS DISCLOSED IN PROSPER’S TERMS OF USE
ON PROSPER.COM, THE TERMS AND CONDITIONS OF WHICH ARE EXPRESSLY INCORPORATED HEREIN IN THEIR ENTIRETY. YOU EXPRESSLY AGREE THAT
THIS NOTE MAY COMPRISE A “TRANSFERABLE RECORD” FOR ALL PURPOSES UNDER THE ELECTRONIC SIGNATURES IN GLOBAL AND NATIONAL
COMMERCE ACT AND THE UNIFORM ELECTRONIC TRANSACTIONS ACT.


20.    Registration
of Note Owners. I have appointed Prosper Funding LLC as my authorized agent (in such capacity, the “Note Registrar”)
to maintain a book-entry system (the “Register”) for recording the beneficial owners of interests in this Note (the
“Note Owners”). The person or persons identified as the Note Owners in the Register shall be deemed to be the owner(s)
of this Note for purposes of receiving payment of principal and interest on such Note and for all other purposes. With respect
to any transfer by a Note Owner of its beneficial interest in this Note, the right to payment of principal and interest on this
Note shall not be effective until the transfer is recorded in the Register.


21.    State
Notices


California
Residents


Married
registrants may apply for a separate account. As required by law, I am hereby notified that a negative credit report reflecting
on my credit record may be submitted to a credit reporting agency if I fail to fulfill the terms of my credit obligations.


Iowa
Residents


NOTICE
TO CONSUMER: 1. Do not sign this paper before you read it. 2. You are entitled to a copy of this paper. 3. You may prepay the
unpaid balance at any time without penalty and may be entitled to receive a refund of unearned charges in accordance with law.


 


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IMPORTANT:
READ BEFORE SIGNING. The terms of this agreement should be read carefully because only those terms in writing are enforceable.
No other terms or oral promises not contained in this written contract may be legally enforced. I may change the terms of this
agreement only by another written agreement.


Kansas
Residents


NOTICE
TO CONSUMER: 1. Do not sign this agreement before you read it. 2. You are entitled to a copy of this agreement. 3. You may prepay
the unpaid balance at any time without penalty.


Missouri
Residents


Oral
or unexecuted agreements or commitments to loan money, extend credit or to forbear from enforcing repayment of a debt including
promises to extend or renew such debt are not enforceable. To protect me (borrower(s)) and you (creditor) from misunderstanding
or disappointment, any agreements we reach covering such matters are contained in this writing, which is the complete and exclusive
statement of the agreement between us, except as we may later agree in writing to modify it.


Nebraska
Residents


A
credit agreement must be in writing to be enforceable under Nebraska law. To protect you and me from any misunderstandings or
disappointments, any contract, promise, undertaking, or offer to forebear repayment of money or to make any other financial accommodation
in connection with this loan of money or grant or extension of credit, or any amendment of, cancellation of, waiver of, or substitution
for any or all of the terms or provisions of any instrument or document executed in connection with this loan of money or grant
or extension of credit, must be in writing to be effective.


New
Jersey Residents


Because
certain provisions of this Note are subject to applicable laws, they may be void, unenforceable or inapplicable in some jurisdictions.
None of these provisions, however, is void, unenforceable or inapplicable in New Jersey.


 


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Ohio
Residents


The
Ohio laws against discrimination require that all creditors make credit equally available to all credit worthy customers, and
that credit reporting agencies maintain separate credit histories on each individual upon request. The Ohio civil rights commission
administers compliance with this law.


Utah
Residents


As
required by Utah law, I am hereby notified that a negative credit report reflecting on my credit record may be submitted to a
credit reporting agency if I fail to fulfill the terms of my credit obligations.


This
Note is the final expression of the agreement between the parties and may not be contradicted by evidence of any alleged oral
agreement.


Wisconsin
Residents


No
provision of a marital property agreement, a unilateral statement or a court decree adversely affects the interest of the creditor
unless the creditor, prior to the time the credit is granted, is furnished a copy of the agreement, statement or decree or has
actual knowledge of the adverse provision when the obligation to the creditor is incurred.


22.
By signing this Note, I acknowledge that I (i) have read and understand all terms and conditions of this Note, (ii) agree to the
terms set forth herein, and (iii) acknowledge receipt of a completely filled-in copy of this Note.


Wisconsin
Residents: NOTICE TO CUSTOMER: (a) DO NOT SIGN THIS IF IT CONTAINS ANY BLANK SPACES. (b) YOU ARE ENTITLED TO AN EXACT COPY OF
ANY AGREEMENT YOU SIGN. (c) YOU HAVE THE RIGHT AT ANY TIME TO PAY IN ADVANCE THE UNPAID BALANCE DUE UNDER THIS AGREEMENT AND YOU
MAY BE ENTITLED TO A PARTIAL REFUND OF THE FINANCE CHARGE.


CAUTION
— IT IS IMPORTANT THAT YOU THOROUGHLY READ THE CONTRACT BEFORE YOU SIGN IT.


Date:______________________________


By:
Prosper Marketplace, Inc.


Attorney-in-Fact
for:


_____________________________________________
[Borrower]


 


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(Signed
Electronically)

Last Updated: May 2016

 


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	Promissory Note	
	 	 



Promissory
Note


Loan
ID:_____________________________


Borrower
Address:__________________________________________________________.


1.      Promise
to Pay. In return for a loan I have received, I promise to pay WebBank (“you”) the principal sum of ________________________
Dollars ($___________), together with interest thereon commencing on the date of origination at the rate of _______ percent (______%)
per annum simple interest. I understand that references in this Promissory Note (“Note”) to you shall also include
any person to whom you transfer this Note.


2.      Payments.
I will pay the principal, interest, and any late charges or other fees on this Note when due. This Note is payable in ____
monthly installments of $ _______ each, consisting of principal and interest, commencing on the _______ day of_________________,
and continuing until the final payment date of _______________________, which is the maturity date of this Note. Because of the
daily accrual of interest on my loan and the effect of rounding, my final payment may be more or less than my regular payment.
My final payment shall consist of the then remaining principal, unpaid accrued interest and other charges due under this Note.
All payments will be applied first to any unpaid fees incurred as a result of failed payments, as provided in Paragraph 11; then
to any charges for making payments other than as provided in this Note; then to any late charges then due; then to any interest
then due; and then to principal. No unpaid interest or charges will be added to principal. I further acknowledge that, if I make
my payments after the scheduled due date, or incur a charge/fee, this Note will not amortize as originally scheduled, which may
result in a substantially higher final payment amount.


3.      Interest.
Interest will be charged on unpaid principal until the full amount of principal has been paid. Interest under this Note will
accrue daily, on the basis of a 365-day year. The interest rate I will pay will be the rate I will pay both before and after any
default.


4.      Late
Charge. If the full amount of any monthly payment is not made by the end of fifteen (15) calendar days after its due date,
I will pay you a late charge of the greater of $15 or 5.00% of the unpaid portion of the monthly payment. I will pay this late
charge when it is assessed but only once on each late payment.


5.      Waiver
of Defenses; Exception to Waiver. Except as otherwise provided in this Note, you are not responsible or liable to me for the
quality, safety, legality, or any other aspect of any property or services purchased with the proceeds of my loan. If I have a
dispute with any person from whom I have purchased such property or services, I agree to settle the dispute directly with that
person.




    	 



    	 



    

I
further certify that, to my knowledge, the proceeds of my loan will not be applied in whole or part to purchase property or services
from any person to whom any interest in this Note may be assigned. If, notwithstanding the preceding sentence, any person from
whom I have purchased such property acquires any interest in this Note, then Paragraph 5 will not apply to the extent of that
person’s interest, even if that person later assigns that person’s interest to another person.


6.      Certification.
I certify that the proceeds of my loan will not be applied in whole or in part to postsecondary educational expenses (i.e.,
tuition, fees, required equipment or supplies, or room and board) at a college/university/vocational school, as the term “postsecondary
educational expenses” is defined in Bureau of Consumer Financial Protection Regulation Z, 12 C.F.R. § 1026.46(b)(3).
‘‘


7.      Method
of Payment. You have given me the choice of making my monthly payments (i) by automated withdrawal from an account that I
designate using an automated clearinghouse (ACH) or other electronic fund transfer in the manner described in the debit authorization
I execute, or (ii) by manually scheduled one-time withdrawals from an account that I designate using an ACH or other electronic
fund transfer, made by logging onto my account on the Prosper website or by calling Prosper Borrower Services at (866) 615-6319,
with my first payment being scheduled during the application process; and I have chosen one of these methods.


I
also understand that I may pay my monthly payments by check. If I have chosen to pay by check by calling Prosper Borrower Services
at (866) 615-6319 and arranging such method of payment, I will make the check payable to Prosper Funding LLC and send the payment
check to Prosper Marketplace, Inc., P.O. Box 396081, San Francisco, CA 94139-6081 in a manner so as to ensure that it is received
with sufficient time to process prior to my scheduled payment due date. To ensure efficient processing of my check, I will reference
my loan number on the check.


I
recognize that if I have automated withdrawal enabled, it is my responsibility to ensure that all amounts I owe are paid when
due, even if not debited from my account.


If
I close my account or if my account changes or is otherwise inaccessible such that you are unable to withdraw my payments from
that account or process my check, I will notify you at least three (3) business days prior to any such closure, change or inaccessibility
of my account, and authorize you to withdraw my payments, or I will provide a check, from another account that I designate.


With
regard to payments made by automatic withdrawals from my account, I have the right to (i) stop payment of a preauthorized automatic
withdrawal, or (ii) revoke my prior authorization for automatic withdrawals with regard to all further payments under this Note,
by notifying the financial institution where my account is held, orally or in writing at least three (3) business days before
the scheduled date of the transfer. I agree to notify you orally or in writing, at least three (3) business days before the scheduled
date of the transfer, of the exercise of my right to stop a payment or to revoke my prior authorization for further automatic
withdrawals.




    	 



    	 



    

8.      Default
and Remedies. If I fail to make any payment when due in the manner required by Paragraph 7, I will be delinquent. If I (a)
am delinquent, (b) file or have instituted against me a bankruptcy or insolvency proceeding or make any assignment for the benefit
of creditors, or (c) in the event of my death, you may in your sole discretion deem me in default and accelerate the maturity
of this Note and declare all principal, interest and other charges due under this Note immediately due and payable. If you deem
me in default due to delinquency and if you exercise the remedy of acceleration, you will give me at least thirty (30) days prior
notice of acceleration.


9.      Prepayments.
I may prepay this Note in full or in part at any time without penalty. I acknowledge that partial prepayments will not change
the due date or amount of my monthly payment.


10.    Waivers.
You may accept late payments or partial payments, even though marked “paid in full,” without losing any rights
under this Note, and you may delay enforcing any of your rights under this Note without losing them. You do not have to (a) demand
payment of amounts due (known as “presentment”), (b) give notice that amounts due have not been paid (known as “notice
of dishonor”), or (c) obtain an official certification of nonpayment (known as “protest”). I hereby waive presentment,
notice of dishonor and protest. Even if, at a time when I am in default, you do not require me to pay immediately in full as described
above, you will still have the right to do so if I am in default at a later time. Neither your failure to exercise any of your
rights, nor your delay in enforcing or exercising any of your rights, will waive those rights. Furthermore, if you waive any right
under this Note on one occasion, that waiver will not operate as a waiver as to any other occasion.


11.    Insufficient
Funds Charge. If I attempt to make a payment, whether by automated withdrawal from my designated account or by other means,
and the payment cannot be made due to (i) insufficient funds in my account, (ii) the closure, change or inaccessibility of my
account without my having notified you as provided in Paragraph 7, or (iii) for any other reason (other than an error by you),
I will pay you an additional fee of $15 for each returned or failed automated withdrawal or other item, unless prohibited by applicable
law. I will pay this fee when it is assessed.


12.    Attorneys’
Fees. To the extent permitted by law, I am liable to you for your legal costs if you refer collection of my loan to a lawyer
who is not your salaried employee. These costs may include reasonable attorneys’ fees as well as costs and expenses of any
legal action.


13.    Loan
Charges. If a law that applies to my loan and sets maximum loan charges is finally interpreted so that the interest or other
loan charges collected or to be collected in connection with my loan exceed the permitted limits, then: (a) any such loan charge
shall be reduced by the amount necessary to reduce the charge to the permitted limit; and (b) any sums already collected from
me that exceeded permitted limits will be refunded to me. You may choose to make this refund by reducing the principal I owe under
this Note or by making a direct payment to me.


14.    Assignment.
I may not assign any of my obligations under this Note without your written permission. You may assign this Note at any time
without my permission. Unless prohibited by applicable law, you may do so without telling me. My obligations under this Note apply
to all of my heirs and permitted assigns. Your rights under this Note apply to each of your successors and assigns.




    	 



    	 



    

15.    Notices.
All notices and other communications hereunder shall be given in writing and shall be deemed to have been duly given and effective
(i) upon receipt, if delivered in person or by facsimile, email or other electronic transmission, or (ii) one day after deposit
prepaid for overnight delivery with a national overnight express delivery service. Except as expressly provided otherwise in this
Note, notices to me may be addressed to my registered email address or to my address set forth above unless I provide you with
a different address for notice by giving notice pursuant to this Paragraph, and notices to you must be addressed to WebBank at
legal@prosper.com or c/o Prosper Marketplace, Inc., 221 Main Street, Third Floor, San Francisco, CA 94105, Attention: Legal Department.


16.    Governing
Law. This Note is governed by federal law and, to the extent that state law applies, the laws of the State of Utah.


17.    Miscellaneous.
No provision of this Note shall be modified or limited except by a written agreement signed by both you and me. The unenforceability
of any provision of this Note shall not affect the enforceability or validity of any other provision of this Note.


18.    Arbitration.
RESOLUTION OF DISPUTES: I HAVE READ THIS PROVISION CAREFULLY, AND UNDERSTAND THAT IT LIMITS MY RIGHTS IN THE EVENT OF A DISPUTE
BETWEEN YOU AND ME. I UNDERSTAND THAT I HAVE THE RIGHT TO REJECT THIS PROVISION, AS PROVIDED IN PARAGRAPH (i) BELOW.


(a)     In
this Resolution of Disputes provision:


(i)     “I,”
“me” and “my” mean the promisor under this Note, as well as any person claiming through such promisor;


(ii)    “You”
and “your” mean WebBank, any person servicing this Note for WebBank, any subsequent holders of this Note or any interest
in this Note, any person servicing this Note for such subsequent holder of this note, and each of their respective parents, subsidiaries,
affiliates, predecessors, successors, and assigns, as well as the officers, directors, and employees of each of them; and


(iii)   “Claim”
means any dispute, claim, or controversy (whether based on contract, tort, intentional tort, constitution, statute, ordinance,
common law, or equity, whether pre-existing, present, or future, and whether seeking monetary, injunctive, declaratory, or any
other relief) arising from or relating to this Note or the relationship between you and me (including claims arising prior to
or after the date of the Note, and claims that are currently the subject of purported class action litigation in which I am not
a member of a certified class), and includes claims that are brought as counterclaims, cross claims, third party claims or otherwise,
as well as disputes about the validity or enforceability of this Note or the validity or enforceability of this Section.




    	 



    	 



    

(b)     Any
Claim shall be resolved, upon the election of either you or me, by binding arbitration administered by the American Arbitration
Association or JAMS, under the applicable arbitration rules of the administrator in effect at the time a Claim is filed (“Rules”).
Any arbitration under this arbitration agreement will take place on an individual basis; class arbitrations and class actions
are not permitted. If I file a claim, I may choose the administrator; if you file a claim, you may choose the administrator,
but you agree to change to the other permitted administrator at my request (assuming that the other administrator is available).
I can obtain the Rules and other information about initiating arbitration by contacting the American Arbitration Association at
1633 Broadway, 10th Floor, New York, NY 10019, (800) 778-7879, www.adr.org; or by contacting JAMS at 1920 Main Street, Suite 300,
Irvine, CA 92614, (949) 224-1810, www.jamsadr.com. Your address for serving any arbitration demand or claim is WebBank, c/o Prosper
Marketplace, Inc., 221 Main Street, Third Floor, San Francisco, CA 94105, Attention: Legal Department.


(c)     Claims
will be arbitrated by a single, neutral arbitrator, who shall be a retired judge or a lawyer with at least ten years’ experience.
You agree not to invoke your right to elect arbitration of an individual Claim filed by me in a small claims or similar court
(if any), so long as the Claim is pending on an individual basis only in such court.


(d)     You
will pay all filing and administration fees charged by the administrator and arbitrator fees up to $1,000, and you will consider
my request to pay any additional arbitration costs. If an arbitrator issues an award in your favor, I will not be required to
reimburse you for any fees you have previously paid to the administrator or for which you are responsible. If I receive an award
from the arbitrator, you will reimburse me for any fees paid by me to the administrator or arbitrator. Each party shall bear its
own attorney’s, expert’s and witness fees, which shall not be considered costs of arbitration; however, if a statute
gives me the right to recover these fees, or fees paid to the administrator or arbitrator, then these statutory rights will apply
in arbitration.


(e)     Any
in-person arbitration hearing will be held in the city with the federal district court closest to my residence, or in such other
location as you and we may mutually agree. The arbitrator shall apply applicable substantive law consistent with the Federal Arbitration
Act, 9 U.S.C. § 1-16, and, if requested by either party, provide written reasoned findings of fact and conclusions of law.
The arbitrator shall have the power to award any relief authorized under applicable law. Any appropriate court may enter judgment
upon the arbitrator’s award. The arbitrator’s decision will be final and binding except that: (1) any party may exercise
any appeal right under the FAA; and (2) any party may appeal any award relating to a claim for more than $100,000 to a three-arbitrator
panel appointed by the administrator, which will reconsider de novo any aspect of the appealed award. The panel’s decision
will be final and binding, except for any appeal right under the FAA. Unless applicable law provides otherwise, the appealing
party will pay the appeal’s cost, regardless of its outcome. However, you will consider any reasonable written request by
me for you to bear the cost.


(f)      YOU
AND I AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN OUR INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER
IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and I agree otherwise in writing, the arbitrator
may not consolidate more than one person’s claims. The arbitrator shall have no power to arbitrate any Claims on a class
action basis or Claims brought in a purported representative capacity on behalf of the general public, other borrowers, or other
persons similarly situated. The validity and effect of this paragraph (f) shall be determined exclusively by a court, and not
by the administrator or any arbitrator.




    	 



    	 



    

(g)     If
any portion of this Section 18 is deemed invalid or unenforceable for any reason, it shall not invalidate the remaining portions
of this section. However, if paragraph (f) of this Section 18 is deemed invalid or unenforceable in whole or in part, then this
entire Section 18 shall be deemed invalid and unenforceable. The terms of this Section 18 will prevail if there is any conflict
between the Rules and this section.


(h)     YOU
AND I AGREE THAT, BY ENTERING INTO THIS NOTE, THE PARTIES ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A
CLASS ACTION. YOU AND I ACKNOWLEDGE THAT ARBITRATION WILL LIMIT OUR LEGAL RIGHTS, INCLUDING THE RIGHT TO PARTICIPATE IN A CLASS
ACTION, THE RIGHT TO A JURY TRIAL, THE RIGHT TO CONDUCT FULL DISCOVERY, AND THE RIGHT TO APPEAL (EXCEPT AS PERMITTED IN PARAGRAPH
(e) OR UNDER THE FEDERAL ARBITRATION ACT).


(i)      I
understand that I may reject the provisions of this Section 18, in which case neither you nor I will have the right to elect arbitration.
Rejection of this Section 18 will not affect the remaining parts of this Note. To reject this Section 18, I must send you written
notice of my rejection within 30 days after the date that this Note was made. I must include my name, address, and account number.
The notice of rejection must be mailed to WebBank, c/o Prosper Marketplace, Inc., 221 Main Street, San Francisco, CA 94105, Attention:
Legal Department. This is the only way that I can reject this Section 18.


(j)
     You and I acknowledge and agree that the arbitration agreement set forth in this Section 18 is made pursuant to a transaction
involving interstate commerce, and thus the Federal Arbitration Act shall govern the interpretation and enforcement of this Section
18. This Section 18 shall survive the termination of this Note and the repayment of any or all amounts borrowed thereunder.


19.    Electronic
Transactions. THIS NOTE INCLUDES YOUR EXPRESS CONSENT TO ELECTRONIC TRANSACTIONS AND DISCLOSURES, WHICH CONSENT IS SET FORTH
IN THE PARAGRAPH ENTITLED “CONSENT TO DOING BUSINESS ELECTRONICALLY” AS DISCLOSED IN PROSPER’S TERMS OF USE
ON PROSPER.COM, THE TERMS AND CONDITIONS OF WHICH ARE EXPRESSLY INCORPORATED HEREIN IN THEIR ENTIRETY. YOU EXPRESSLY AGREE THAT
THIS NOTE MAY COMPRISE A “TRANSFERABLE RECORD” FOR ALL PURPOSES UNDER THE ELECTRONIC SIGNATURES IN GLOBAL AND NATIONAL
COMMERCE ACT AND THE UNIFORM ELECTRONIC TRANSACTIONS ACT.




    	 



    	 



    

20.    Registration
of Note Owners. I have appointed Prosper Funding LLC as my authorized agent (in such capacity, the “Note Registrar”)
to maintain a book-entry system (the “Register”) for recording the beneficial owners of interests in this Note (the
“Note Owners”). The person or persons identified as the Note Owners in the Register shall be deemed to be the owner(s)
of this Note for purposes of receiving payment of principal and interest on such Note and for all other purposes. With respect
to any transfer by a Note Owner of its beneficial interest in this Note, the right to payment of principal and interest on this
Note shall not be effective until the transfer is recorded in the Register.


21.    State
Notices


California
Residents


Married
registrants may apply for a separate account. As required by law, I am hereby notified that a negative credit report reflecting
on my credit record may be submitted to a credit reporting agency if I fail to fulfill the terms of my credit obligations.


Iowa
Residents


NOTICE
TO CONSUMER: 1. Do not sign this paper before you read it. 2. You are entitled to a copy of this paper. 3. You may prepay the
unpaid balance at any time without penalty and may be entitled to receive a refund of unearned charges in accordance with law.


IMPORTANT:
READ BEFORE SIGNING. The terms of this agreement should be read carefully because only those terms in writing are enforceable.
No other terms or oral promises not contained in this written contract may be legally enforced. I may change the terms of this
agreement only by another written agreement.


Kansas
Residents


NOTICE
TO CONSUMER: 1. Do not sign this agreement before you read it. 2. You are entitled to a copy of this agreement. 3. You may prepay
the unpaid balance at any time without penalty.


Missouri
Residents


Oral
or unexecuted agreements or commitments to loan money, extend credit or to forbear from enforcing repayment of a debt including
promises to extend or renew such debt are not enforceable. To protect me (borrower(s)) and you (creditor) from misunderstanding
or disappointment, any agreements we reach covering such matters are contained in this writing, which is the complete and exclusive
statement of the agreement between us, except as we may later agree in writing to modify it.


Nebraska
Residents


A
credit agreement must be in writing to be enforceable under Nebraska law. To protect you and me from any misunderstandings or
disappointments, any contract, promise, undertaking, or offer to forebear repayment of money or to make any other financial accommodation
in connection with this loan of money or grant or extension of credit, or any amendment of, cancellation of, waiver of, or substitution
for any or all of the terms or provisions of any instrument or document executed in connection with this loan of money or grant
or extension of credit, must be in writing to be effective.




    	 



    	 



    

New
Jersey Residents


Because
certain provisions of this Note are subject to applicable laws, they may be void, unenforceable or inapplicable in some jurisdictions.
None of these provisions, however, is void, unenforceable or inapplicable in New Jersey.


Ohio
Residents


The
Ohio laws against discrimination require that all creditors make credit equally available to all credit worthy customers, and
that credit reporting agencies maintain separate credit histories on each individual upon request. The Ohio civil rights commission
administers compliance with this law.


Utah
Residents


As
required by Utah law, I am hereby notified that a negative credit report reflecting on my credit record may be submitted to a
credit reporting agency if I fail to fulfill the terms of my credit obligations.


This
Note is the final expression of the agreement between the parties and may not be contradicted by evidence of any alleged oral
agreement.


Wisconsin
Residents


No
provision of a marital property agreement, a unilateral statement or a court decree adversely affects the interest of the creditor
unless the creditor, prior to the time the credit is granted, is furnished a copy of the agreement, statement or decree or has
actual knowledge of the adverse provision when the obligation to the creditor is incurred.


22.     By signing this Note, I acknowledge that I (i) have read and understand all terms and conditions of this Note, (ii) agree to the
terms set forth herein, and (iii) acknowledge receipt of a completely filled-in copy of this Note.


Wisconsin
Residents: NOTICE TO CUSTOMER: (a) DO NOT SIGN THIS IF IT CONTAINS ANY BLANK SPACES. (b) YOU ARE ENTITLED TO AN EXACT COPY OF
ANY AGREEMENT YOU SIGN. (c) YOU HAVE THE RIGHT AT ANY TIME TO PAY IN ADVANCE THE UNPAID BALANCE DUE UNDER THIS AGREEMENT AND YOU
MAY BE ENTITLED TO A PARTIAL REFUND OF THE FINANCE CHARGE.


CAUTION
— IT IS IMPORTANT THAT YOU THOROUGHLY READ THE CONTRACT BEFORE YOU SIGN IT.


 






    	 



    	 



    




Date:
_____________________


By:
Prosper Marketplace, Inc.


Attorney-in-Fact
for:


_______________________________________________
[Borrower]


(Signed
Electronically)


Last
Updated: May 2016




    	 



    	Authorization to Debit Account | Prosper	Page 1 of 2



    

Authorization
to Debit Account


I
hereby authorize Prosper Funding LLC (“Prosper”), its parent, affiliates and their assignees to initiate, depending
on the payment method I select on the following page, a single or recurring electronic debit entry/entries to my designated checking
or savings account (“Account”) at my designated financial institution (“Financial Institution”) for which
I am an authorized user, as well as any Account or Financial Institution I later designate, for payment of the monthly payment(s)
on my loan, if my loan originates. I acknowledge that the origination of electronic debits to my Account must be permitted by
my Financial Institution, which must be located in the United States.


If
I select preauthorized electronic fund transfers as my payment method I agree:


THE
AMOUNT DEBITED FROM THE ACCOUNT EACH MONTH WILL BE THE LESSER OF MY OUTSTANDING LOAN BALANCE AND THE PAYMENT LISTED ON THE FINAL
TRUTH IN LENDING STATEMENT (“FINAL TIL”). THE PAYMENT WILL BE DEBITED EACH MONTH ON THE DUE DATE LISTED ON THE FINAL
TIL; HOWEVER, IF THE DUE DATE OCCURS ON A WEEKEND OR HOLIDAY, THE ACCOUNT WILL BE DEBITED THE NEXT BUSINESS DAY. I UNDERSTAND
THAT MY FINAL PAYMENT WILL VARY FROM THE AMOUNT STATED ON THE FINAL TIL IF PROSPER ELECTS TO DEBIT ANY ADDITIONAL UNPAID PRINCIPAL,
INTEREST, CHARGES AND/OR FEES. I UNDERSTAND THAT I MUST PAY ALL OUTSTANDING AMOUNTS EVEN IF NOT DEBITED BY PROSPER.


If
I select a one-time electronic fund transfer followed by manual payments as my payment method I agree:


THE
AMOUNT DEBITED FROM MY ACCOUNT ON THE DUE DATE OF MY FIRST PAYMENT WILL BE MY MONTHLY PAYMENT AMOUNT, AS LISTED ON THE FINAL TIL.
HOWEVER, IF THE DUE DATE OCCURS ON A WEEKEND OR HOLIDAY, THE ACCOUNT WILL BE DEBITED THE NEXT BUSINESS DAY.


 


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    	Authorization to Debit Account | Prosper	Page 2 of 2



    
 


I
understand that my authorization will remain in full force and effect until Prosper has received oral or written notification
from me at least 3 business days prior to my scheduled transfer to terminate this authorization.

 


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    	Credit Report Authorization | Prosper	Page 1 of 1



    

Authorization
to Obtain Credit Report at Registration


I
authorize Prosper Funding LLC (“Prosper”), the banks that originate loans on the Prosper platform and their respective
agents to obtain a credit report from one or more consumer credit reporting agencies. They may use the credit report for any purpose
that would be authorized by applicable law in connection with a credit transaction involving me and involving the extension of
credit to me or review or collection of my account, including but not limited to (i) for authentication purposes, to make sure
I am who I say I am, (ii) to make prequalification and other credit decisions; (iii) to administer the sale of any Borrower Payment
Dependent Notes (“Notes”) associated with my loan or the sale of my loan in its entirety; (iv) to determine how much
debt I currently have, in order to determine my debt-to-income ratio, (v) to obtain my credit score and assign me a Prosper Rating
based in part on that score, (vi) to obtain and display information and characteristics from my credit report from one or more
consumer credit reporting agencies, and (vii) to obtain and display on the Folio Investing Note Trader platform certain information
and characteristics from my credit report from one or more consumer credit reporting agencies at any time or times that a Note
corresponding to my loan is offered for sale by lenders holding such Notes. Information from my credit report will be displayed
on the Prosper website with my listing. I authorize Prosper to verify information in my credit report and my listing, and I agree
that Prosper and the banks that originate loans on the Prosper platform, as well as Prosper Marketplace, Inc. (in its capacity
as their agent), may contact third parties without further notice to me to verify any such information. Prosper may obtain my
credit report each time I create a listing and at any other time in Prosper’s sole discretion, including in connection with
loan servicing or collection.


 


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    	Privacy Policy | Prosper	Page 1 of 15



    

Prosper
Privacy Policy & Federal Privacy Notice


Important
Privacy Choices


Welcome
to Prosper. We believe that consumers deserve the utmost respect when it comes to the privacy of their personal information. This
Privacy Policy applies to Prosper Marketplace, Inc. and its wholly owned subsidiaries, Prosper Funding LLC and Prosper Healthcare
Lending LLC (together, “Prosper”, “we,” “us” or “our.”).


We
have prepared this Privacy Policy to explain how we collect, use, protect, and disclose information and data when you use Prosper’s
websites, services, and mobile applications. This Privacy Policy also explains your choices for managing information preferences,
including opting out of certain uses of your Personal Information (defined below). By accessing or using Prosper’s site
or services, you consent to this Privacy Policy.


Prosper
has received TRUSTe’s Privacy Seal with respect to www.prosper.com (http://www.prosper.com/), signifying that this policy
and our practices have been reviewed for compliance with the TRUSTe program, which is viewable by clicking the TRUSTe seal on
www.prosper.com (http://www.prosper.com/). This policy covers all of our websites and services, but the TRUSTe program certification
covers only information that is collected through www.prosper.com (http://www.prosper.com/), and does not cover information that
may be collected through software downloaded from the website or other Prosper websites or mobile applications.


If you have
questions or complaints regarding our privacy policy or practices, or if you need assistance in exercising any of your choices
under this policy, please contact us at privacy@prosper.com (mailto:privacy@prosper.com). If you have an unresolved privacy or
data use concern that we have not addressed satisfactorily, please contact TRUSTe at https://feedback-form.truste.com/watchdog/request
(https://feedback-form.truste.com/watchdog/request).


 


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    	Privacy Policy | Prosper	Page 2 of 15



    

This
policy applies to all current and former Prosper customers. Note that, in order to use our services, you must be 18 years of age
or older.


INFORMATION
PROSPER COLLECTS ABOUT YOU


Information
Provided by You


We
collect personal information about you that you provide while you use www.prosper.com (http://www.prosper.com) or www.prosperhealthcare.com
(http://www.prosperhealthcare.com) or any associated websites, desktop or mobile applications. We collect most of this information
during the registration and/or application process for borrowers and investors. Additional information may be gathered during
your subsequent use of the site, or when we communicate with you via telephone, email or other means.


Certain
personal information must be supplied during the investor and/or borrower registration processes in order to meet our legal obligations,
verify your identity, determine eligibility for credit, protect against fraud, and complete your transaction. The following categories
of information may be collected:


	·	Your basic identifying information (for example,
    your name, address, email, telephone number, and date of birth);
	·	Your Social Security number;
	·	Your employment and income information;
	·	Your bank account information;
	·	For a loan to be used with a merchant or service provider (e.g.,
    a healthcare provider) the identity of the merchant or service provider and the name of the party that will receive the good
    or service;
	·	Any personal information you provide us in connection with any
    dispute or complaint.
	 	 




In
addition, we gather names and email addresses of people who contact us with questions. We collect this information only for the
purpose of responding to inquiries. If you use our “refer-a-friend” feature, we will collect third party email address(es)
from you in order to process your referral request.


If you use
the comments section of our blog on www.prosper.com (http://www.prosper.com/), you should be aware that information you submit
is stored there and will be visible to other users of the website.

 


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    	Privacy Policy | Prosper	Page 3 of 15



    

Information
Collected From Third Parties


When
you check your rate for a loan through Prosper, we will collect information from credit bureaus and other partners to determine
your creditworthiness, assess risks related to your potential loan and help investors determine whether to commit to your loan.
We also collect information from credit bureaus after your loan originates in order to assess risks associated with your loan
and provide information to investors interested in buying or selling your loan, or to provide you with marketing offers. If another
company refers you to Prosper or assists you in any way in the application process, we may collect your information from that
company in order to process your application. The following categories of information are generally collected:



	·	Your identifying and application information
    (for example, your name, address, email, telephone number, date of birth, social security number, and employment information);
	·	Your credit score & history;
	·	Your bank account information and recent transactions;
	·	If you applied for a loan to be used with a merchant or service
    provider, limited information from that merchant or service provider such as the cost of the good or service related to your
    loan;
	·	If you applied for a loan to be used with a merchant or service
    provider, information related to any dispute you submit regarding the merchant or service provider;
	·	If you applied for a loan through Prosper Healthcare Lending processed
    through an online finance platform other than Prosper, the status and terms of your loan or loan offer through that platform.
	 	 




Information
Gathered Based on Your Activity on the Prosper Platform


In order
to provide services to you, improve our business and maintain records required by law, Prosper collects information about your
transactions and activity. For borrowers, this includes your payment history. For investors, this includes your fund transfers
and purchases. For all members, Prosper collects information about your computer and your visits to www.prosper.com (http://www.prosper.com/)
or www.prosperhealthcare.com (http://www.prosperhealthcare.com/) and other Prosper websites, such as your IP address, geographical
location, browser type, referral source, length of visit, button clicks and page views.


 


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    	Privacy Policy | Prosper	Page 4 of 15



    

Tracking
Technologies


Cookies
and Web Beacons. Prosper and our marketing partners and service providers use technologies such as cookies, beacons, tags, and
scripts, to analyze trends, administer the website, track users’ movements around the website, and gather demographic information
about our user base as a whole. We may receive reports on this activity on an individual and aggregated basis.


We
use cookies when you sign in to your account to keep track of your personal session, help authenticate your account, and detect
fraud. Cookies are also used to gather statistical data, such as which pages are frequently visited, what is downloaded, and the
address of sites visited immediately before or after coming to our site. You can control the use of cookies within your web browser.
However, if you reject cookies, your ability to use some features or areas of our websites may be limited.


Usage
Data & Site Activity. Prosper also uses Local Storage, such as HTML5, to store content information and preferences. Various
browsers may offer their own management tools for removing HTML5.


Third
Party Technologies. We also partner with third parties to manage our advertising on other sites and evaluate our overall site
performance. Our third party partner may use technologies such as cookies to gather information about your activities on our websites
and other sites in order to provide you advertising based upon your browsing activities and interests or help us track the success
of our marketing efforts or overall site performance. If you wish to not have this information used for the purpose of serving
you interest-based ads, you may opt-out of certain advertising networks by clicking here (http://preferences-mgr.truste.com/).
Please note this does not opt you out of being served ads. You will continue to receive generic ads.


Do-Not-Track
Signals


Prosper
does not process or respond to “do not track” signals or other similar signals whereby a visitor to a website requests
that it disable collection of information about the visitor’s online activities over time and across different websites.


 


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HOW
PROSPER USES YOUR INFORMATION


Processing
Your Transaction


If
you register as a borrower, Prosper will use your information to facilitate your loan or loan request. This may include:



	·	Generating your borrower profile and processing
    your loan application;
	·	Assigning you a Prosper Borrower Rating;
	·	Enabling automatic payments and fund transfers with other financial
    institutions;
	·	Implementing collection activities as needed;
	·	Communicating with you concerning your Prosper account and transactions;
	·	Addressing any disputes you may raise concerning your account.
	 	 




If
you register as an individual investor, Prosper will use your information to facilitate marketplace investing. This may include:



	·	Generating your investor profile;
	·	Enabling automatic payments and fund transfers with other financial
    institutions;
	·	Communicating with you concerning your Prosper account and transactions;
	·	Addressing any disputes you may raise concerning your account.
	 	 




Analysis
& Data Optimization


Prosper
also uses your information to conduct analyses related to our services and our websites. We use this information to improve our
services and credit model. We also use this information to improve our websites’ usability and to evaluate the success of
particular marketing campaigns and other activities.


Optional
Communications: Marketing & Surveys


Prosper
may also use your personal information to select you for certain marketing offers, newsletters, surveys and/or requests for feedback
regarding your experience. Prosper may use your personal information both to select you for an offer and to communicate that offer
to you.


Receipt
of these communications is voluntary. If you do not wish to receive these communications please visit the communications preferences
section of your account on www.prosper.com by clicking here (https://www.prosper.com/secure/account/common/preferences_edit.aspx)
and uncheck the boxes next to the categories of communication you do not wish to receive. You may also contact us at privacy@prosper.com
(mailto:privacy@prosper.com).

 


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HOW
PROSPER SHARES YOUR INFORMATION


We
will share your personal information with nonaffiliates (companies not related by common ownership or control) and among affiliates
(companies related by common ownership or control, including the three companies covered by this policy) only in the ways that
are described in this privacy policy. By law, you are permitted to limit some types of sharing, but not others.


Prosper
shares your information with third parties as permitted by law, including in the following specific ways:


	·	Originating Banks. All loans originated through
    Prosper are made by a third party bank. If you request a loan through Prosper, you are also providing your information to
    the potential originating bank, and further information may be provided to that bank after your loan originates. The use of
    your information by your originating bank is governed by that bank’s privacy policy.
	 	 
	·	Third Party Financing Platforms. Certain loan applications through
    Prosper Healthcare Lending may also be processed by another online finance platform, to which you are providing your information
    when you apply for a loan. The use of your information by that online financing platform is governed by that company’s
    privacy policy.
	 	 
	·	Third Party Service Providers. Prosper relies on third party service
    providers to help us conduct our business and marketing activities, such as maintaining our files and records, offering customer
    service, sending marketing communications, or facilitating fund transfers. Prosper may share your information with such companies,
    which are authorized to use your personal information only as necessary to provide these services to Prosper. Information
    may also be shared among affiliates (including between the three companies covered by this policy) for this purpose where
    one affiliated company provides services to or on behalf of another affiliated company in connection with your account.
	 	 
	·	Potential Purchasers of Loan. Prosper shares your information,
    including your Prosper Borrower Rating, on an anonymous basis to allow potential purchasers to decide whether to commit to
    your loan. This information is also contained anonymously in loan data files available through Prosper’s Developer Tools
    and Marketplace Performance pages. Although your credit information is displayed, your identity is never shared with investors
    until your loan has been purchased.




 


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	·	Purchasers of Loan. If Prosper sells your loan
    originated through our platform, we may provide the purchaser of your loan with your personal and credit information. Information
    is only released to purchasers with adequate protections to safeguard your personal information. Information provided to investors
    in connection with sales of our fractional Borrower Payment Dependent Notes (“Notes”) will not include personal
    identifying information. For more information on Notes, please see our Prospectus (https://www.prosper.com/prospectus).
	 	 
	·	Referral Partners. If you were referred to Prosper by another company
    (a “Referral Partner”), Prosper will share your information as necessary to honor the terms of its agreement with
    that Referral Partner and to process your transaction. In some cases Prosper may share with a Referral Partner for that Referral
    Partner’s own business purposes, such as to analyze and improve its business and provide targeted marketing offers to
    you. Your rights with respect to this sharing are discussed in the following section.
	 	 
	·	Merchants or Service Providers. If you applied for a loan to be
    used with a merchant or service provider, Prosper may share your information with the merchant or service provider associated
    with your loan application.
	 	 
	·	Credit Bureaus. Prosper may share your personal information with
    credit bureaus to meet our credit reporting obligations.
	 	 
	·	Affiliates. Prosper affiliates, including entities covered by this
    policy (such as Prosper Funding LLC and Prosper Healthcare Lending LLC) and other companies related by common ownership or
    control (such as BillGuard, Inc.) may share your information with each other, including information related to your creditworthiness,
    for purposes of general business analysis or to present targeted marketing offers to you or others. Your rights with respect
    to this sharing are discussed in the following section.
	 	 
	·	Legal Requests & Regulatory Requirements. Prosper may also
    share information to comply with, or to allow investors or potential investors to comply with, any applicable law, regulation,
    legal process or governmental request; or for the purposes of limiting fraud; or in connection with an audit or the sale of
    Prosper to a third party.
	 	 
	·	Sharing of Anonymized Data. Prosper may share aggregated and anonymized
    data sets including your information with third party business partners, service providers, loan purchasers, potential loan
    purchasers, and among Prosper affiliates. No personally identifiable information will be included in these data sets.




 


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    	Privacy Policy | Prosper	Page 8 of 15



    

IMPORTANT
PRIVACY CHOICES


Consent
to information sharing with third party Referral Partners: By accepting this privacy policy, you agree that Prosper may
immediately begin sharing your information with any third party company that referred you to Prosper so that that company may
use your information for their own business purposes, including to market to you. For example, if you were referred to Prosper
by another company through a website link or telephone transfer, Prosper may share some of your information, such as the existence
and terms of your loan, with that company. You may revoke this consent at any time by following the procedures outlined below.
If you revoke consent we will not subsequently share your information with these companies except as necessary to complete the
transaction you initiated.


Right
to restrict information sharing with companies we own or control (affiliates): Prosper may share your information among
affiliated companies whether or not those companies are covered by this policy. Federal law gives you the right to limit this
sharing in certain circumstances, including where it includes information about your creditworthiness or is used for the purpose
of marketing to you. If you would like to opt-out of this type of sharing, please follow the instructions below. We will begin
sharing your information 30 days from the date that we first provided this notice if you have not opted-out.


In
order to revoke your consent for information sharing with Referral Partners and/or opt-out of Prosper affiliate information sharing,
please visit the communications preferences section of your account on www.prosper.com by clicking here (https://www.prosper.com/secure/acount/common/preferences_edit.aspx)
and unchecking the box next to optional information sharing. You may also contact us at privacy@prosper.com (mailto:privacy@prosper.com).


If
you would like to exercise your right to opt-out of information sharing by a company affiliated with Prosper but not covered by
this policy, you must consult that company’s privacy policy for instructions on how to exercise your right to opt-out.


 


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ADDITIONAL
FACTS ABOUT YOUR PERSONAL INFORMATION 


How
you can change your personal information


You
can access the personal information you have provided to us by logging in to the “Settings” page of your account.
As a registered user, you can update your password, email, secret question, screen name, address, phone number or bank account
information at any time. To change other information, contact us at support@prosper.com (mailto:support@prosper.com). We will
respond to your request within a reasonable time.


We
will retain your information for a minimum of seven years and as long as needed to provide you services, comply with our legal
obligation, resolve disputes, conduct analysis, audits, or to enforce our agreements or as otherwise required by law.


How
Prosper Secures Your Information


Prosper
uses significant safeguards, including physical, technical, and operational controls to protect your personal information, both
during transmission and once received. If you have any questions about the security of your information, you can contact us at
privacy@prosper.com (mailto:privacy@prosper.com).


Prosper
equips all servers with an Extended Validation (EV) Secure Socket Layer (SSL) certificate to ensure that when you connect to our
websites you can tell that you are actually on our site and that all data entered into the websites are transmitted to us in a
secure encrypted channel. Once on our system, personal information can only be read or written through defined service access
points, the use of which is password-protected. Data security is achieved through technical safeguards that include a combination
of firewalls, intrusion detection system, malware detection system, and data loss prevention systems. Prosper also conducts vulnerability
scans of applications and systems regularly.


Access
to the system is tightly controlled and limited to only those who have a need to access information. Administrative safeguards
such as a security awareness program, background checks, and internal information use policy ensure that only trained and trusted
staff are permitted to access personal information. Some additional features of our security program include:


 


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Secure
Data Center


We
store all sensitive financial information in a state-of-the-art, highly secure data center that is audited per SSAE 16 Type II
and/or SOC 2 Type II standards. Physical access to the data center is strictly controlled and we use the latest threat prevention
technologies such as network and web application firewalls, VPN, antivirus, Web filtering and antispam technologies.


Session
Time-Outs


We
employ session time-outs to protect your account. You will be logged out of the site automatically after a specified period of
inactivity. This time-out feature reduces the risk of others being able to access your account if you leave your computer unattended.


Passwords


At
a minimum, we require the use of both numbers and letters in your password. We have also instituted secure steps by which you
can regain access to your account should you forget your password, including the use of a security question. You should always
choose a password that is difficult for others to guess and change your password frequently.


Additional
Steps You Should Take to Ensure the Security of Your Information


Prosper
sends important communications regarding your account via email. You should therefore take steps to secure and restrict access
to your email account and change your email account password frequently. You should also be aware of fraudulent emails known as
“phishing,” from companies claiming to be Prosper and requesting your login information or other account information.
Prosper will never ask for your login information in an email.


When
you are finished using our site, you should log out completely, then close the browser window and clear the browser’s cache
files. This step is particularly important if you use a computer that is accessed by other people, such as in a public library
or Internet cafe.


You
may not include any identifying information in your Prosper screenname. We are not responsible for any personal information that
you may choose to reveal in your screenname.


 


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Changes
to this policy


Any
updates to the privacy policy become effective when posted on the websites. If we make any material changes, we will notify you
by email or by providing the revised privacy policy in your account on www.prosper.com. Your continued use of our services following
the update means that you accept Prosper’s updated privacy policy.


For
additional information, or if you have any questions regarding this policy or the privacy practices at Prosper, please submit
your questions or comments directly to privacy@prosper.com (mailto:privacy@prosper.com).


Note:
Prosper Marketplace Inc. is the parent company of Prosper Funding LLC. Prosper Funding LLC owns the Prosper platform and website
(www.prosper.com (http://www.prosper.com)) and application as well as loans underlying all borrower payment dependent notes. Prosper
Marketplace, Inc. operates the Prosper platform and provides administrative support to Prosper Funding LLC.


You
can also send questions or comments to:


Prosper
Marketplace, Inc.

Attn: Compliance Department

221 Main Street, Suite 300

San Francisco, CA 94105

855-755-1919


Effective
date: February 11, 2016


Federal
Privacy Notice Rev. 2/2016


FACTS


WHAT
DOES PROSPER DO WITH YOUR PERSONAL INFORMATION? 


Why?


Financial
companies choose how they share your personal information. Federal law gives consumers the right to limit some but not all sharing.
Federal law also requires us to tell you how we collect, share, and protect your personal information. Please read this notice
carefully to understand what we do.


 


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What?


The
types of personal information we collect and share depend on the product or service you have with us. This information can include:


	·	Social Security Number and income
	·	Account balances and transaction history
	·	Credit scores and employment information
	 	 




When
you are no longer our customer, we continue to share your information as described in this notice


How?


All
financial companies need to share customers’ personal information to run their everyday business. In the section below,
we list the reasons financial companies can share their customers’ personal information; the reasons Prosper chooses to
share; and whether you can limit this sharing.


 





	

    Reasons we can share your personal 

information	Does
    Prosper 

share?	Can
    you limit this 

sharing?
	 	 	 
	For our everyday
    business purposes—	Yes	No
	 	 	 
	such as to process
    your transactions, maintain your account(s), respond to court orders and legal investigations, or report to credit bureaus	 	 
	 	 	 
	For our marketing
    purposes—	Yes	No
	 	 	 
	to offer our products
    and services to you	 	 
	 	 	 
	For joint marketing
    with other financial companies	No	We Don’t
    Share
	 	 	 
	For our affiliates’
    everyday business purposes—	Yes	No
	 	 	 
	information about
    your transactions and experiences	 	 
	 	 	 
	For our affiliate’s
    everyday business purposes—	Yes	Yes
	 	 	 
	Information about
    your creditworthiness	 	 
	 	 	 
	For our affiliates
    to market to you	Yes	Yes
	 	 	 
	For our nonaffiliates
    to market to you	Yes	Yes


 


 


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    	Privacy Policy | Prosper	Page 13 of 15



    

To
limit our sharing


You
may limit our sharing of information by visiting the communications preferences section of your account on www.prosper.com (https://www.prosper.com)
here (https://www.prosper.com/secure/account/common/preferences_edit.aspx) and unchecking the box next to optional information
sharing. You may also contact us at privacy@prosper.com (mailto:privacy@prosper.com).


Following
the instructions above will also revoke your consent provided in the above privacy policy for certain information sharing with
nonaffiliated companies.


Please
note:


If
you are a new customer, we can begin sharing your information 30 days from the date we sent this notice (except where we have
received your affirmative consent to begin sharing information sooner, through our privacy policy or otherwise). When you are
no longer our customer, we continue to share your information as described in this notice. However, you can contact us at any
time to limit our sharing.


Questions?


Email
us at privacy@prosper.com (mailto:privacy@prosper.com) or call us at 1-855-755-1919


Who
we are


Who is providing this notice?


Prosper
Funding LLC


Prosper
Marketplace, Inc.


Prosper
Healthcare Lending LLC


 


 


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What
we do


How
does Prosper protect my personal information?


We
protect your personal information from unauthorized access and use with security measures that comply with federal law. These
measures include computer safeguards and secured files and building.


How
does Prosper collect my personalinformation?


We
collect your personal information, for example, when you


	·	Open an account or apply for a loan
	·	Provide us information including your income and employment information
	·	Make a payment on your loan
	 	 




We
also collect your information from others, such as credit bureaus, affiliates, or other companies.


Why
can’t I limit all sharing?


Federal
law gives you the right to limit only


	·	sharing for affiliates everyday business purposes—information
    about your creditworthiness
	·	affiliates from using your information to market to you
	·	sharing for nonaffiliates to market to you
	 	 




State
laws and individual companies may give you additional rights to limit sharing


What
happens when I limit sharing for an account I hold jointly with someone else?


Your
choices will apply to everyone on your account

 


 


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Definitions


Affiliates


Companies
related by common ownership or control. They can be financial and nonfinancial companies:


	•	In
                                         addition to the companies listed on this notice, our affiliates include BillGuard, Inc.,
                                         BillGuard Technologies Ltd., and Prosper Assets Holding LLC.



Nonaffiliates


Companies
not related by common ownership or control. They can be financial and nonfinancial companies.


	•	Nonaffiliated
                                         companies we share with include financial services companies, marketing companies, and
                                         other service providers.



Joint
Marketing


A
formal agreement between nonaffiliated financial companies that together market financial products or services to you.


 


	•	Prosper doesn’t jointly market.
	 	 




Other
Important Information


Nevada
Residents: We are providing you this notice pursuant to state law. You may be placed on our internal Do Not Call List by calling
855-755-1919. Nevada law also requires us to provide you with the following information: Bureau of Consumer Protection, Office
of the Nevada Attorney General, 555 E. Washington Street, Suite 3900, Las Vegas, NV 89101; Phone: 702.486.3132; Email: BCPINFO@ag.state.nv.us.

 


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    	Terms of Use | Prosper	Page 1 of 12



    

Terms
of Use


Please
carefully review these terms and conditions of use before using this site or accessing any data thereon. Any use of this website
creates a binding agreement to comply with these terms and conditions. If you do not agree to these terms without limitation or
exclusions, you should exit this site immediately.


USER
AGREEMENT


The
following are terms of a legal agreement (the “Agreement”) between you, individually and/or as an agent on behalf
of an entity or another registered user (“you”) and Prosper Funding LLC (“Prosper”) that sets forth the
terms and conditions for your use of this web site (the “Site”). The Site is owned and operated by Prosper. This Site
is being provided to you expressly subject to this Agreement. By accessing, browsing and/or using the Site, you acknowledge that
you have read, understood, and agree to be bound by the terms of this Agreement and to comply with all applicable laws and regulations.
The terms and conditions of this Agreement form an essential basis of the bargain between you and Prosper.


Prosper
reserves the right to amend this Agreement at any time and will notify you of any such changes by posting the revised Agreement
on the Site. You should check this Agreement on the Site periodically for changes. All changes shall be effective upon posting.
Your continued use of the Site after any change to this Agreement constitutes your agreement to be bound by any such changes.
Prosper may terminate, suspend, change, or restrict access to all or any part of this Site without notice or liability.


LIMITATIONS
OF USE


The
copyright in all material on this Site, including without limitation the text, data, articles, design, source p, software, photos,
images and other information (collectively the “Content”), is held by Prosper or by the original creator of the material
and is protected by U.S. and International copyright laws or treaties. You agree that the Content may not be copied, reproduced,
distributed, republished, displayed, posted or transmitted in any form or by any means, including, but not limited to, electronic,
mechanical, photocopying, recording, or otherwise, without the express prior written consent of Prosper. You acknowledge that
the Content is and shall remain the property of Prosper. You may not modify, participate in the sale or transfer of, or create
derivative works based on any Content, in whole or in part. The use of the Content on any other Site, including by linking or
framing, or in any networked computer environment for any purpose, is prohibited without Prosper’s prior written approval.


 


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All
data obtained from or provided by Prosper, regardless of the method of delivery, is explicitly prohibited from publication and
distribution and is subject to the Prosper Data Terms of Use. Moreover, you represent that all data provided by Prosper to a user,
regardless of the method of delivery, is not used for any competing purposes and only used to permit investment using the products
or services of Prosper.


You
also may not, without Prosper’s express written permission, “mirror” any material contained on this Site on
any other server. Any unauthorized use of any Content on this Site may violate copyright laws, trademark laws, the laws of privacy
and publicity, and communications statutes and regulations.


You
agree to use the Content and Site only for lawful purposes. You are prohibited from any use of the Content or Site that would
constitute a violation of any applicable law, regulation, rule or ordinance of any nationality, state, or locality or of any international
law or treaty, or that could give rise to any civil or criminal liability. Any unauthorized use of the Site, including but not
limited to unauthorized entry into Prosper’s systems, misuse of passwords, or misuse of any information posted on the Site
is strictly prohibited. Prosper makes no claims concerning whether the Content may be downloaded or is appropriate for use outside
of the United States. If you access this Site from outside of the United States, you are solely responsible for ensuring compliance
with the laws of your specific jurisdiction. Your eligibility for particular products or services is subject to final determination
by Prosper.


Members
of the Prosper community must be U.S. Residents that are 18 years of age or older. Children under the age of 18 are not eligible
to participate in the offerings on this website.


CONTENT
AND USE RESTRICTIONS


You
agree not to post, upload, publish, display, transmit, share, store or otherwise make or attempt to make publicly available on
the Site or on any other website, or in any email, blog, forum, medium or other communication of any kind, any private or personally
identifiable information of any Prosper member or other third party, including, without limitation, names, addresses, phone numbers,
email addresses, Social Security numbers, driver’s license numbers, or bank account or credit card numbers, whether or not
such private or personally identifiable information is displayed on or ascertainable from the Site, or obtained or obtainable
from sources unrelated to the Site (such as from a “Google® search” or other online research).


 


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You
agree not to use the Site or any Content to upload, post, email, transmit or otherwise make available any unsolicited or unauthorized
advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,”
or any other form of commercial or non-commercial solicitation or bulk communications of any kind to any Prosper member or other
third party. In order to protect Prosper members from such advertising or solicitation, Prosper reserves the right to restrict
the number of emails which a member may send to other members in any 24-hour period to a number which Prosper deems appropriate
in our sole discretion. Directly contacting more than ten (10) Prosper members with a materially identical message within a 24-hour
period is presumed to be spam and a violation of this Agreement.


You
agree not to use data provided by Prosper, provided in any manner whatsoever, for any competing uses or purposes. You further
agree that you have never used data, provided in any manner whatsoever, from Prosper in the past to compete with the products
or services of Prosper.


TRADEMARKS


Prosper
(including the Prosper logo), Prosper.com, and all related logos (collectively the “Prosper trademarks”) are trademarks
or service marks of Prosper. Other company, product, and service names and logos used and displayed on this Site may be trademarks
or service marks owned by Prosper or others. Nothing on this Site should be construed as granting, by implication, estoppel, or
otherwise, any license or right to use any of the Prosper trademarks displayed on this Site, without our prior written permission
in each instance. You may not use, copy, display, distribute, modify or reproduce any of the trademarks found on the Site unless
in accordance with written authorization by us. Prosper prohibits use of any of the Prosper trademarks as part of a link to or
from any site unless establishment of such a link is approved in writing by us in advance. Any questions concerning any Prosper
Trademarks, or whether any mark or logo is a Prosper Trademark, should be referred to Prosper.


 


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LINKS
TO THIRD-PARTY SITES


This
site may contain links to web sites controlled, owned, and operated by third parties (the “third-party sites”). Prosper
cannot control and has no responsibility for the accuracy or availability of information provided on the third-party sites. You
acknowledge that use of any third-party sites is governed by the terms of use for those websites, and not by this Agreement. Links
to third-party sites do not constitute an endorsement or recommendation by Prosper of such sites or the content, products, advertising
or other materials presented on such sites, but are only for your convenience and you access them at your own risk. Such third-party
sites may have a privacy policy different from that of Prosper and the third-party site may provide less security than this Site.
Prosper is not responsible for the content of any third-party web sites, nor does Prosper make any warranties or representations,
express or implied, regarding the content (or the accuracy of such content) on any third-party web sites, and Prosper shall have
no liability of any nature whatsoever for any failure of products or services offered or advertised at such sites or otherwise.


CONSENT
TO DOING BUSINESS ELECTRONICALLY


Whether
you choose to participate on the Prosper platform as a borrower, lender or group leader, from time to time you will receive disclosures,
notices, documents and information (“Communications”) from Prosper Funding LLC, WebBank, an FDIC-insured Utah-chartered
Industrial Bank or our respective agents (collectively, “we” or “us”). We can only give you the benefits
of our service by conducting business through the Internet, and therefore we need you to consent to our giving you Communications
electronically. This section informs you of your rights when receiving Communications from us electronically.


Electronic
Communications. You agree that all Communications from us, WebBank, and our respective agents relating to your use of the
Prosper platform may be provided or made available to you electronically by e-mail or at our website. If you consent, you still
have the right to receive a free paper copy of any Communication by contacting us in the manner described below. We may discontinue
electronic provision of Disclosures at any time in our sole discretion.


Scope
of Consent. Your consent to receive Communications and do business electronically, and our agreement to do so, applies to
all of your interactions and transactions through the Prosper platform, whether or not you place a listing or bid, or act as a
group leader.


 


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Hardware
and Software Requirements. To access and retain the Communications electronically, you will need to use a computer with Internet
Explorer 7.0 or above, Firefox 3.0 or above, or similar software, Adobe Acrobat and hardware capable of running this software.
You acknowledge that you can access the electronic Communications in the designated formats described herein.


Mobile
Technology. If you are accessing our site electronically through a mobile device, such as a tablet, smartphone or similar
device, you must be able to print and save the transmitted Communications. You can find apps that support printing and saving
for most mobile devices through your mobile device’s app store. If your mobile device does not have this functionality,
you must access our website through alternate means that provide you with the ability to print and save the Communications.


Withdrawing
Consent. You may withdraw your consent to receive Communications electronically by contacting us in the manner described below.
If you withdraw your consent, from that time forward (1) you cannot place any further listings or bids through the Prosper platform,
(2) any pending listings or bids will automatically terminate and be removed from the Prosper platform, and (3) if you are a group
leader on the Prosper platform, you cannot accept new members into your group. The withdrawal of your consent will not affect
the legal validity and enforceability of any pending loans obtained through the Prosper platform, or any electronic Communications
provided or business transacted between us prior to the time you withdraw your consent. With respect to pending loans on which
you are a borrower, lender or group leader entitled to group leader rewards, we will send you any further Communications by mail
or other nonelectronic means.


Assignment.
In addition, you further acknowledge that your consent to have all Communications provided or made available to you in electronic
form and to do business on or through the Prosper platform is assignable to any entity that owns a (i) Promissory Note evidencing
a loan you obtained through the Prosper platform; or (ii) Borrower Payment Dependent Note you purchased through the Prosper platform.


Changes
in Your Contact Information. Please keep us informed of any changes in your email or mailing address so that you continue
to receive all Communications without interruption. You can contact us by email at compliance@prosper.com (mailto:compliance@prosper.com)
or by writing to us at Prosper Funding LLC, c/o Prosper Marketplace, Inc., 221 Main Street, Suite 300, San Francisco, CA 94105,
Attn: Compliance.


 


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ADDITIONAL
STATE LAW NOTICES FOR BORROWER MEMBERS


ARIZONA
RESIDENTS


Notice:
You may request that the initial disclosures prescribed in the Truth in Lending Act (15 United States p sections 1601 through
1666j) be provided in Spanish before signing any loan documents.


Aviso:
Usted puede solicitar que las divulgaciones iniciales prescritas en la Ley Truth in Lending Act (15 Código de los Estados Unidos
secciones 1601 hasta 1666j) sean proporcionadas en español antes de firmar cualesquiera documentos del prestamo.


Notice:
Before signing any loan documents or otherwise committing to a loan, you may download and print copies of those documents from
our website and keep them for your review.


CALIFORNIA
RESIDENTS


Married
registrants may apply for a separate account. AS REQUIRED BY LAW, YOU ARE HEREBY NOTIFIED THAT A NEGATIVE CREDIT REPORT REFLECTING
ON YOUR CREDIT RECORD MAY BE SUBMITTED TO A CREDIT REPORTING AGENCY IF YOU FAIL TO FULFILL THE TERMS OF YOUR CREDIT OBLIGATIONS.
BUT, WE WILL NOT SUBMIT A NEGATIVE CREDIT REPORT TO A CREDIT REPORTING AGENCY ABOUT THIS OBLIGATION UNTIL THE EXPIRATION OF ANY
TIME PERIOD DESCRIBED.


IOWA
RESIDENTS


NOTICE
TO CONSUMER: 1. Do not sign this paper before you read it. 2. You are entitled to a copy of this paper. 3. You may prepay the
unpaid balance at any time without penalty and may be entitled to receive a refund of unearned charges in accordance with law.


KANSAS
RESIDENTS


NOTICE
TO CONSUMER: 1. Do not sign this agreement before you read it. 2. You are entitled to a copy of this agreement. 3. You may prepay
the unpaid balance at any time without penalty.


 


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MARYLAND
RESIDENTS


This
loan is being made under, and shall be governed by, the provisions of Subtitle 10 of Title 12 of the Commercial Law Article of
the Maryland p only to the extent that such provisions are not inconsistent with federal law (12 U.S.C. § 1831d) and related
regulations and interpretations.


MASSACHUSETTS
RESIDENTS


Massachusetts
law prohibits discrimination based upon marital status or sexual orientation.


MISSOURI
RESIDENTS


Oral
agreements or commitments to loan money, extend credit or to forbear from enforcing repayment of a debt including promises to
extend or renew such debt are not enforceable. To protect you (borrower(s)) and us (creditor) from misunderstanding or disappointment,
any agreements we reach covering such matters are contained in this writing, which is the complete and exclusive statement of
the agreement between us, except as we may later agree in writing to modify it.


NORTH
DAKOTA RESIDENTS


MONEY
BROKERS ARE LICENSED AND REGULATED BY THE DEPARTMENT OF FINANCIAL INSTITUTIONS, 2000 SCHAFER STREET, SUITE G, BISMARCK, NORTH
DAKOTA 58501-1204. THE DEPARTMENT OF FINANCIAL INSTITUTIONS HAS NOT PASSED ON THE MERITS OF THE CONTRACT AND LICENSING DOES NOT
CONSTITUTE AN APPROVAL OF THE TERMS OF THE BROKER’S ABILITY TO ARRANGE ANY LOAN. COMPLAINTS REGARDING THE SERVICES OF MONEY
BROKERS SHOULD BE DIRECTED TO THE DEPARTMENT OF FINANCIAL INSTITUTIONS.


OHIO
RESIDENTS


Ohio
laws against discrimination require that all creditors make credit equally available to all credit worthy customers, and that
credit reporting agencies maintain separate credit histories on each individual upon request. The Ohio civil rights commission
administers compliance with this law.

 


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TEXAS
RESIDENTS


This
lender is licensed and examined by the State of Texas - Office of Consumer Credit Commissioner. Call the Consumer Credit Hotline
or write for credit information or assistance with credit problems. Office of Consumer Credit Commissioner, 2601 North Lamar Boulevard,
Austin, Texas 78705-4207, (800) 538-1579, www.occc.state.tx.us (http://www.occc.state.tx.us).


UTAH
RESIDENTS


As
required by Utah law, you are hereby notified that a negative credit report reflecting on your credit record may be submitted
to a credit reporting agency if you fail to fulfill the terms of your credit obligations.


WASHINGTON
RESIDENTS


Oral
agreements or oral commitments to loan money, extend credit, or to forbear from enforcing repayment of a debt are not enforceable
under Washington law.


WISCONSIN
RESIDENTS


NOTICE
TO CUSTOMER: (a) DO NOT SIGN THIS IF IT CONTAINS ANY BLANK SPACES. (b) YOU ARE ENTITLED TO AN EXACT COPY OF ANY AGREEMENT YOU
SIGN. (c) YOU HAVE THE RIGHT AT ANY TIME TO PAY IN ADVANCE THE UNPAID BALANCE DUE UNDER THIS AGREEMENT AND YOU MAY BE ENTITLED
TO A PARTIAL REFUND OF THE FINANCE CHARGE.


DISCLAIMER
OF WARRANTIES


None
of Prosper, its parent, any of its affiliates, providers or their respective officers, directors, employees, agents, independent
contractors or licensors (collectively the “Prosper Parties”) guarantees the accuracy, adequacy, timeliness, reliability,
completeness, or usefulness of any of the Content and the Prosper Parties disclaim liability for errors or omissions in the Content.


This
Site and all of the Content is provided “as is” and “as available,” without any warranty, either express
or implied, including the implied warranties of merchantability, fitness for a particular purpose, non-infringement or title.
Additionally, there are no warranties as to the results of your use of the Content. The Prosper Parties do not warrant that the
Site is free of viruses or other harmful components. This does not affect those warranties which are incapable of exclusion, restriction
or modification under the laws applicable to this Agreement.


 


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The
Prosper Parties may discontinue or make changes in the Content and site at any time without prior notice to you and without any
liability to you. Any dated information is published as of its date only, and the Prosper Parties do not undertake any obligation
or responsibility to update or amend any such information. The Prosper Parties reserve the right to terminate any or all Site
offerings or transmissions without prior notice to you. This Site could contain technical inaccuracies or typographical errors.
Use of this Site is at your own risk.


LIMITATION
OF LIABILITY


Under
no circumstances will the Prosper Parties be liable for any damages including general, special, direct, indirect, incidental,
consequential, punitive or any other damages (including, without limitation, lost profits or business interruption) of any kind
whether in an action in contract or negligence arising or relating in any way to the use or inability to use by any party of the
content, the Site or any third-party site to which this site is linked, or in connection with any failure of performance, error,
omission, interruption, defect, delay in operation or transmission, computer virus or line or system failure, even if Prosper
Parties, or representatives thereof, are advised of the possibility of such damages, losses or expenses. The Prosper Parties are
not liable for any defamatory, offensive or illegal conduct of any user. Your sole remedy for dissatisfaction with this Site is
to stop using the Site. If your use of materials from this Site results in the need for servicing, repair or correction of equipment
or data, you assume any costs thereof. If the foregoing limitation is found to be invalid, you agree that the Prosper Parties’
total liability for all damages, losses, or causes of action of any kind or nature shall be limited to the greatest extent permitted
by applicable law.


INDEMNIFICATION


You
agree to indemnify and hold harmless Prosper Parties from and against any and all claims, losses, expenses, demands or liabilities,
including attorneys’ fees and costs, incurred by the Prosper Parties in connection with any claim by a third party (including
any intellectual property claim) arising out of (i) materials and content you submit to, post to or transmit through the Site,
or (ii) your use of the Site in violation of this Agreement or in violation of any applicable law. You further agree that you
will cooperate fully in the defense of any such claims. Prosper Parties reserve the right, at their own expense, to assume the
exclusive defense and control of any matter otherwise subject to indemnification by you, and you shall not in any event settle
any such claim or matter without the written consent of Prosper. You further agree to indemnify and hold harmless Prosper Parties
from any claim arising from a third party’s use of information or materials of any kind that you post to the Site.


 


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MONITORING
OF THE SITE


Prosper
has no obligation to monitor the Site; however, you acknowledge and agree that Prosper has the right to monitor the Site electronically
from time to time and to disclose any information as necessary or appropriate to satisfy any law, regulation or other governmental
request, to operate the Site, or to protect itself or other users of the Site.


SUBMISSIONS
TO THE SITE


All
remarks, discussions, ideas, concepts, know-how, techniques, graphics or other submissions communicated to Prosper through this
Site (collectively, “Submissions”) will be deemed and remain the property of Prosper, and Prosper is entitled to use
any Submission for any purpose, without restriction or compensation to the individual who has provided the Submission. Prosper
shall not be subject to any obligations of confidentiality regarding Submissions except as expressly agreed by Prosper or as otherwise
required by applicable law. Nothing herein contained shall be construed as limiting Prosper’s responsibilities and obligations
under its Privacy Policy.


USE
OF PERSONALLY IDENTIFIABLE INFORMATION


Prosper’s
practices and policies with respect to the collection and use of personally identifiable information are governed by Prosper’s
Privacy Policy.


AVAILABILITY


This
Site is not intended for distribution to, or use by, any person or entity in any jurisdiction or country where such distribution
or use would be contrary to applicable law or regulation. By offering this Site and Content no distribution or solicitation is
made by Prosper to any person to use the Site or Content in jurisdictions where the provision of the Site and/or Content is prohibited
by law.


TERMINATION


This
Agreement is effective until terminated by Prosper. Prosper may terminate this Agreement at any time without notice, or suspend
or terminate your access and use of the Site at any time, with or without cause, in Prosper’s absolute discretion and without
notice. The following provisions of this Agreement shall survive termination of your use or access to the Site: the sections concerning
Indemnification, Disclaimer of Warranties, Limitation of Liability, Waiver, Applicable Law and Dispute Resolution, and General
Provisions, and any other provision that by its terms survives termination of your use or access to the Site.


 


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WAIVER


Failure
by Prosper to enforce any of its rights under this Agreement shall not be construed as a waiver of those rights or any other rights
in any way whatsoever.


APPLICABLE
LAW AND DISPUTE RESOLUTION


This
Agreement and all other aspects of your use of the Site shall be governed by and construed in accordance with the laws of the
United States and, to the extent applicable, to the laws of the State of California, without regard to its conflict of laws rules.
You agree that you will notify Prosper in writing of any claim or dispute concerning or relating to the Site and the information
or services provided through it, and give Prosper a reasonable period of time to address it BEFORE bringing any legal action,
either individually, as a class member or representative, or as a private attorney general, against Prosper.


OTHER
AGREEMENTS


This
Agreement shall be subject to any other agreements you have entered into with Prosper.


ADDITIONAL
TERMS


Certain
sections or pages on the Site may contain separate terms and conditions of use, which are in addition to the terms and conditions
of this Agreement. In the event of a conflict, the additional terms and conditions will govern for those sections or pages.


SEVERABILITY


If
any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall be enforced to the fullest
extent possible, and the remaining provisions of the Agreement shall remain in full force and effect.


 


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GENERAL
PROVISIONS


This
Agreement supersedes any previous Terms of Use Agreement to which you and Prosper may have been bound. This Agreement will be
binding on, inure to the benefit of, and be enforceable against the parties and their respective successors and assigns. Neither
the course of conduct between parties nor trade practice shall act to modify any provision of the Agreement. All rights not expressly
granted herein are hereby reserved. Headings are for reference purposes only and in no way define, limit, construe or describe
the scope or extent of such section.


COPYRIGHT
COMPLAINTS


If
you believe, in good faith, that any materials on the Site infringe your copyrights, notifications of claimed copyright infringement
should be sent to Prosper’s designated agent. Notification should include:


	·	an electronic or physical signature of the person
    authorized to act on behalf of the owner of the copyright interest;
	·	a description of the copyrighted work that you claim has been infringed;
	·	a description of where the material you claim is infringing is
    located on the Site;
	·	a statement by you that you have a good faith belief that the disputed
    use is not authorized by the copyright owner, its agent or the law; and
	·	a statement by you, made under penalty of perjury, that the above
    information in your notice is accurate and that you are the copyright owner or duly authorized to act on the copyright owner’s
    behalf.
	 	 




You
may contact Prosper’s agent for notification of claimed copyright infringement by e-mail at copyright@prosper.com (mailto:copyright@prosper.com)
or by regular mail at Prosper Funding LLC, c/o Prosper Marketplace, Inc., 221 Main Street, 3rd Floor, San Francisco, California
94105, Attention: Compliance.


CONTACTING
US


If
you have questions regarding the Agreement or the practices of Prosper, please contact us by e-mail at compliance@prosper.com
(mailto:compliance@prosper.com) or by regular mail at Prosper Funding LLC, c/o Prosper Marketplace, Inc., 221 Main Street, 3rd
Floor, San Francisco, California 94105, Attention: Compliance.


Last
Updated: September 3, 2015


 


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Prosper
Data Terms of Use


As
a condition to using Prosper’s data, you must comply with the following Data Terms of Use. If you do not agree to these
terms, Prosper does not grant you a license to use the data.


The
following are terms of a legal agreement (the “Agreement”) between you, individually and/or as an agent on behalf
of an entity or another registered member (“you”), and Prosper Funding LLC (“Prosper”, “we”,
or “us”) that sets forth the terms and conditions for your use of Prosper’s data (the “Data Terms of Use”).
The data, including all text, articles, models, input, output, design, source code, software, photos, images and other content
or information made available, in any form or manner whatsoever, by Prosper is collectively referred to in this Agreement as the
“Data.” The Data is owned by Prosper. By accessing, receiving, or obtaining the Data in any form or manner whatsoever,
you acknowledge that you have read, understood, and agree to be bound by this Agreement between you and Prosper and to comply
with all applicable laws and regulations. You also agree to comply with Prosper’s Data Terms of Use, as they may be amended
from time to time.


Prosper
reserves the right to amend the Data Terms of Use at any time and posting the revised Data Terms of Use on the Prosper website
(the “Site”) shall be the minimal notice to you of such changes. You should check the Data Terms of Use periodically
for changes. Unless otherwise indicated, all changes shall be effective upon posting and will supersede all previous versions.
Your continued use of, receipt of, obtaining of, or access to the Data after any change to the Data Terms of Use constitutes your
agreement to be bound by all provisions of the most current Data Terms of Use as posted on the Site. If you disagree with the
Data Terms of Use or any changes to the Data Terms of Use, your only option is to discontinue your use of, receipt of, obtaining
of, or access to the Data. Prosper may, in its sole discretion, with or without cause, terminate this Agreement at any time without
prior notice or liability to you or anyone else.

 


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LICENSE
TO USE DATA


Prosper
grants you a limited, revocable, non-exclusive, non-transferable, non-assignable, non-sublicenseable license to the use of, receipt
of, obtaining of, or access to the Data for any lawful use that does not compete with products and services offered by Prosper,
its parent company, Prosper Marketplace, Inc., any affiliates or any subsidiaries, on the terms set forth in this Agreement. The
license shall continue for as long as Prosper makes the Data useable by or accessible to you; provided, however, that the license
shall terminate immediately if you violate any terms of this Agreement. Prosper may, in its sole discretion, with or without cause,
modify, enhance, suspend, terminate or discontinue this license, or restrict your access to all or a portion of the data at any
time without prior notice or liability to you or anyone else. The data may contain technical inaccuracies or typographical errors,
and Prosper does not undertake any obligation or responsibility to update or amend the data, or to provide support for the use
of, receipt of, obtaining of, or access to the Data. All Data obtained from or provided by Prosper, regardless of the method of
delivery, is explicitly prohibited from publication and distribution. Moreover, you represent that all Data provided by Prosper
to a user, regardless of the method of delivery, is not used for any competing purposes and only used to permit investment using
the products or services of Prosper.


COMPLIANCE
WITH LAW


You
agree to use the Data only for lawful purposes. You are prohibited from any use of the Data that would constitute a violation
of any applicable federal, state or local laws, including but not limited to, the Equal Credit Opportunity Act and other fair
lending laws, Truth in Lending Act, Fair Debt Collection Practices Act, Federal Trade Commission Act, federal or state consumer
privacy laws, state licensing laws, or state unfair and deceptive trade practices statutes, or in any manner that could give rise
to any civil or criminal liability. In particular, any use or display any Data must be in full compliance with the federal Fair
Credit Reporting Act as well as all applicable state credit reporting statutes and regulations. If you receive, obtain, or access
the Data from outside of the United States, you are solely responsible for ensuring compliance with the laws of your specific
jurisdiction. Children under the age of 18 are not eligible to use the Data.


GENERAL
RESTRICTIONS


You
agree not to (i) modify or otherwise alter the Data, (ii) use the Data to reveal or display any non-public personally identifiable
information of any user of the Site, (iii) use the Data to defame, libel, threaten or harass any user of the Site, (iv) use the
Data to bid on listings on behalf of other lenders without Prosper’s prior written consent, or (v) use the Data provided
by Prosper, in any manner whatsoever for any competing uses or purposes. You further agree that you have never used Data from
Prosper, in any manner whatsoever, in the past to compete with the products or services of Prosper.

 


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PROPRIETARY
RIGHTS


Prosper
retains all right, title and interest, including without limitation all intellectual property rights, in and to the Data. Any
unauthorized use of such Data may violate copyright laws, trademark laws, the laws of privacy, and other statutes and regulations
governing intellectual property. You shall agree to take such actions, including without limitation, execution of affidavits or
other documents, as Prosper may reasonably request to effect, perfect or confirm any of Prosper’s rights with respect to
the Data.


TRADEMARKS


The
name “Prosper” (either alone or accompanied by the Prosper logo), the Prosper logo, Prosper.com, and all related logos
(collectively the “Prosper marks”) are trademarks or service marks of Prosper. Other company, product, and service
names and logos used and displayed in the Data may be trademarks or service marks owned by Prosper or others. The offering of
the Data shall not be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of the Prosper
marks, without our prior written permission in each instance. You may not use, copy, display, distribute, modify or reproduce
any of the trademarks found in the Data unless in accordance with written authorization by us. We prohibit use of any of the Prosper
marks as part of a link to or from any website unless establishment of such a link is approved in writing by us in advance. Any
questions concerning any Prosper marks, should be referred to Prosper.


ATTRIBUTION


If
you use the Data in connection with any website or with any application that makes reference to Prosper and is designed for use
by third parties, whether for free or for compensation, you must include the following notice in 8-point type or larger: “This
website is not endorsed by, owned by or affiliated with Prosper Funding LLC.”


FEES


The
Data is currently offered free of charge. Prosper reserves the right to charge fees or royalties for access to the Data in the
future.


 


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DISCLAIMER
OF WARRANTIES


You
expressly understand and agree to the following disclaimers to the extent permitted by applicable law:


Your
use of the Data is at your sole risk. Prosper does not warrant or guarantee the accuracy, adequacy, timeliness, reliability, completeness,
or usefulness of the Data and Prosper disclaims liability for errors or omissions in the Data. The Data is provided on an “as-is”
and “as available” basis, without any warranty, either express or implied. Prosper disclaims all warranties, including,
but not limited to, any implied warranties of non-infringement, title, merchantability or fitness for a particular purpose, or
any warranty that the site is free of viruses or other harmful components. This does not affect those warranties that are incapable
of exclusion, restriction or modification under the laws applicable to this Agreement.


Any
material downloaded or otherwise obtained through the Site or the Data is acquired at your own discretion and risk and you will
be solely responsible for any damage to your own computer system or loss of data that results from the download of any such material.


No
advice or information, whether written or oral, obtained by you from Prosper shall create any warranty not expressly stated in
these Data Terms of Use.


INDEMNIFICATION


You
agree to indemnify and hold harmless Prosper, its parent, any affiliates, any subsidiaries or their respective officers, directors,
employees, agents, independent contractors or licensors (collectively the “Prosper Parties”) from and against any
and all claims, losses, expenses, demands or liabilities, including attorneys’ fees and costs, incurred by the Prosper Parties
in connection with any claim by a third party (including any intellectual property claim) arising out of (i) your use of, receipt
of, obtaining of, or access to the Data, (ii) a third party’s use of such Data and make available to such third party, or
(iii) your violation of this Agreement or any applicable law. You further agree that you will cooperate fully in the defense of
any such claims. Prosper Parties reserve the right, at their own expense, to assume the exclusive defense and control of any matter
otherwise subject to indemnification by you, and you shall not in any event settle any such claim or matter without the written
consent of the relevant Prosper Parties.


LIMITATION
OF LIABILITY


You
agree to the following limitation of liability to the extent permitted by applicable law:


 


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Under
no circumstances shall the Prosper Parties be liable to you or any other party for any direct, indirect, special, consequential
or exemplary damages, including but not limited to damages for lost profits, business interruption, goodwill or other intangible
losses of any kind(even if prosper has been advised of the possibility of such damages) arising from or relating in any way to:
(a) your use of, or inability to use, the Data, (b) any failure of performance, error, omission, interruption, defect, delay in
operation or transmission, computer virus or line or system failure, (c) the cost of procurement of substitute goods or services,
(d) unauthorized access to or alteration or your transmissions or data, or (e) any other matter relating to the Data.


AVAILABILITY


The
Data is not intended for distribution to, or use by, any person or entity in any jurisdiction or country where such distribution
or use would be contrary to applicable law or regulation. By offering the Data, no distribution or solicitation is made by Prosper
to any person to use the Data in jurisdictions where prohibited by law.


RELATIONSHIP


Your
use of, receipt of, obtaining of, or access to the Data does not create, and nothing contained in this Agreement will be deemed
to establish, an employment, agency, franchise, joint venture or partnership relationship between you and Prosper. You have no
power or authority to enter into any agreement for or on behalf of Prosper, or incur any obligation or liability of, or otherwise
bind Prosper, and you agree not to attempt to do so.


WAIVER


Failure
by Prosper to enforce any of its rights under this Agreement shall not be construed as a waiver of those rights or any other rights
in any way whatsoever.


APPLICABLE
LAW AND DISPUTE RESOLUTION


This
Agreement and all other aspects of your use of, receipt of, obtaining of, or access to the Data shall be governed by and construed
in accordance with the laws of the State of California, without regard to its conflict of laws rules. You agree that you will
notify Prosper in writing of any claim or dispute concerning or relating to the Data and the information or services provided
through it, and give Prosper a reasonable period of time to address it before bringing any legal action, either individually or
as a class member against Prosper. You agree to submit to the personal jurisdiction of the state and federal courts located in
the City and County of San Francisco, California.


 


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OTHER
AGREEMENTS


This
Agreement shall be subject to any other agreements you have entered into with Prosper; however, with regard to your use of, receipt
of, obtaining of, or access to the Data, in the event of any conflict between this Agreement and any other agreement to which
you and Prosper are bound, the terms of this Agreement shall control.


ADDITIONAL
TERMS


Certain
sections or pages on the Site may contain separate terms and conditions of use, which are in addition to the terms and conditions
of this Agreement. In the event of a conflict, the additional terms and conditions will govern for those sections or pages.


SEVERABILITY


If
any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall be enforced to the fullest
extent possible, and the remaining provisions of the Agreement shall remain in full force and effect.


GENERAL
PROVISIONS


This
Agreement will be binding on, inure to the benefit of, and be enforceable against the parties to this Agreement and their respective
successors and assignees. Neither the course of conduct between the parties to this Agreement nor trade practice shall serve to
modify any provision of this Agreement. All rights not expressly granted herein are hereby reserved. Section headings are for
reference purposes only and in no way define, limit, construe or describe the scope or extent of such section.


CONTACTING
US


If
you have questions regarding the Agreement or the practices of Prosper, please contact us by e-mail at compliance@prosper.com
or by regular mail at Prosper Funding LLC, c/o Prosper Marketplace, Inc., 221 Main Street, 3rd Floor, San Francisco, California
94105, Attention: Compliance.


Last
Updated: September 3, 2015


 


	https://www.prosper.com/plp/legal/terms-of-use-data/	6/30/2016



 


    	 



    	 



    



Exhibit
E




Sample
Funding Statement










    	 



    	 



    

		 
	 	 



Nacha:



File
Control Number: 9089 


	 	•	File
    Name: PF_08022016_090500_9089_1.nacha
	 	•	File Entry
    Hash: 7814454950
	 	•	Total Credit
    Amount: $6,619,747.10
	 	•	Total Debit
    Amount: $0.00
	 	•	Total Number
    of Batches: 1
	 	•	Total Number
    of Transfers: 523



	 	 	o	Number
    of Prosper Fees Transfers (Before Aggregation): 0
	 	 	o	Number of Borrower/Merchant
    Loan Payment Transfers: 523



	 	•	Total
    Number of Lines in File: 530



	 	 	o	Number
    of Record Lines: 527
	 	 	o	Number of Fill
    Lines: 3
	 	 	 	 


Summary
Report:





	Loan Id	 	Payment Id(s)	 	APR	 	Process On Date	 	Investment Type	 	Loan Group Id	 	Gross Funding Amount	 	Net
	668401	 	[3527336]	 	0.15190	 	2016-08-02 00:00:00.0	 	Fractional	 	Fractional	 	7500.00	 	 
	668404	 	[3527337]	 	0.31410	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	5	 	11000.00	 	 
	668407	 	[3527340]	 	0.18350	 	2016-08-02 00:00:00.0	 	Fractional	 	Fractional	 	12000.00	 	 
	668410	 	[3527341]	 	0.13210	 	2016-08-02 00:00:00.0	 	Whole Loans - Public	 	10	 	8000.00	 	 
	668413	 	[3527348]	 	0.24710	 	2016-08-02 00:00:00.0	 	Whole Loans - Public	 	3	 	15000.00	 	 
	668416	 	[3527349]	 	0.26560	 	2016-08-02 00:00:00.0	 	Whole Loans - Public	 	54	 	20000.00	 	 
	668419	 	[3527358]	 	0.32290	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	5	 	8000.00	 	 
	668422	 	[3527359]	 	0.20020	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	27	 	15000.00	 	 
	668425	 	[3527377]	 	0.13210	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	53	 	8000.00	 	 
	668428	 	[3527380]	 	0.18820	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	53	 	6000.00	 	 
	668431	 	[3527381]	 	0.19620	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	53	 	25000.00	 	 
	668434	 	[3527384]	 	0.11430	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	53	 	15000.00	 	 
	668437	 	[3527386]	 	0.12600	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	53	 	15000.00	 	 
	668440	 	[3527387]	 	0.14650	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	53	 	20000.00	 	 
	668443	 	[3527391]	 	0.08500	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	53	 	8500.00	 	 
	668446	 	[3527395]	 	0.09590	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	53	 	7750.00	 	 
	668449	 	[3527396]	 	0.22180	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	53	 	2000.00	 	 
	668452	 	[3527400]	 	0.12600	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	53	 	19000.00	 	 
	668455	 	[3527401]	 	0.20020	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	53	 	17700.00	 	 







    	 



    	 



    




	668458	 	[3527402]	 	0.12040	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	27	 	10000.00	 	 
	668461	 	[3527403]	 	0.15970	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	53	 	5000.00	 	 
	668464	 	[3527404]	 	0.11430	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	53	 	14700.00	 	 
	668467	 	[3527406]	 	0.17290	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	53	 	20000.00	 	 
	668470	 	[3527410]	 	0.11430	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	53	 	6500.00	 	 
	668473	 	[3527411]	 	0.31150	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	5	 	9901.00	 	 
	668476	 	[3527414]	 	0.16260	 	2016-08-02 00:00:00.0	 	Whole Loans - Public	 	44	 	30000.00	 	 
	668479	 	[3527417]	 	0.11430	 	2016-08-02 00:00:00.0	 	Fractional	 	Fractional	 	12600.00	 	 
	668482	 	[3527425]	 	0.12600	 	2016-08-02 00:00:00.0	 	Fractional	 	Fractional	 	18000.00	 	 
	668485	 	[3527426]	 	0.28640	 	2016-08-02 00:00:00.0	 	Fractional	 	Fractional	 	12000.00	 	 
	668488	 	[3527430]	 	0.11430	 	2016-08-02 00:00:00.0	 	Fractional	 	Fractional	 	9500.00	 	 
	668491	 	[3527431]	 	0.11170	 	2016-08-02 00:00:00.0	 	Fractional	 	Fractional	 	4000.00	 	 
	668494	 	[3527432]	 	0.15640	 	2016-08-02 00:00:00.0	 	Fractional	 	Fractional	 	28000.00	 	 
	668497	 	[3527436]	 	0.22180	 	2016-08-02 00:00:00.0	 	Whole Loans - Public	 	3	 	7000.00	 	 
	668500	 	[3527437]	 	0.17030	 	2016-08-02 00:00:00.0	 	Whole Loans - Public	 	3	 	15000.00	 	 
	668503	 	[3527438]	 	0.15970	 	2016-08-02 00:00:00.0	 	Whole Loans - Public	 	3	 	25000.00	 	 
	668506	 	[3527439]	 	0.28640	 	2016-08-02 00:00:00.0	 	Whole Loans - Public	 	54	 	9000.00	 	 
	668509	 	[3527446]	 	0.21590	 	2016-08-02 00:00:00.0	 	Whole Loans - Public	 	43	 	5000.00	 	 
	668512	 	[3527450]	 	0.13260	 	2016-08-02 00:00:00.0	 	Fractional	 	Fractional	 	25000.00	 	 
	668515	 	[3527452]	 	0.35340	 	2016-08-02 00:00:00.0	 	Fractional	 	Fractional	 	7500.00	 	 
	668518	 	[3527458]	 	0.09590	 	2016-08-02 00:00:00.0	 	Fractional	 	Fractional	 	10000.00	 	 
	668521	 	[3527462]	 	0.13660	 	2016-08-02 00:00:00.0	 	Fractional	 	Fractional	 	6000.00	 	 
	668524	 	[3527463]	 	0.26910	 	2016-08-02 00:00:00.0	 	Fractional	 	Fractional	 	15000.00	 	 
	668527	 	[3527464]	 	0.12600	 	2016-08-02 00:00:00.0	 	Fractional	 	Fractional	 	6000.00	 	 
	668530	 	[3527473]	 	0.14790	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	53	 	20000.00	 	 
	668533	 	[3527479]	 	0.15190	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	53	 	2000.00	 	 
	668536	 	[3527482]	 	0.20860	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	53	 	15500.00	 	 
	668539	 	[3527484]	 	0.15970	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	53	 	10000.00	 	 
	668542	 	[3527492]	 	0.11430	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	53	 	20000.00	 	 
	668545	 	[3527493]	 	0.12720	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	53	 	20000.00	 	 
	668548	 	[3527494]	 	0.20510	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	53	 	18000.00	 	 
	668551	 	[3527504]	 	0.15640	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	53	 	10000.00	 	 
	668554	 	[3527505]	 	0.20020	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	53	 	17000.00	 	 
	668557	 	[3527510]	 	0.25480	 	2016-08-02 00:00:00.0	 	Whole Loans - Public	 	3	 	2000.00	 	 
	668560	 	[3527512]	 	0.08190	 	2016-08-02 00:00:00.0	 	Whole Loans - Public	 	44	 	8200.00	 	 







    	 



    	 



    




	668563	 	[3527515]	 	0.21220	 	2016-08-02 00:00:00.0	 	Whole Loans - Public	 	54	 	15000.00	 	 
	668566	 	[3527517]	 	0.08500	 	2016-08-02 00:00:00.0	 	Fractional	 	Fractional	 	15000.00	 	 
	668569	 	[3527522]	 	0.11890	 	2016-08-02 00:00:00.0	 	Fractional	 	Fractional	 	20000.00	 	 
	668572	 	[3527524]	 	0.35130	 	2016-08-02 00:00:00.0	 	Fractional	 	Fractional	 	7500.00	 	 
	668575	 	[3527526]	 	0.22900	 	2016-08-02 00:00:00.0	 	Fractional	 	Fractional	 	7000.00	 	 
	668578	 	[3527533]	 	0.18350	 	2016-08-02 00:00:00.0	 	Fractional	 	Fractional	 	8000.00	 	 
	668581	 	[3527538]	 	0.15500	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	53	 	16000.00	 	 
	668584	 	[3527545]	 	0.14040	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	53	 	4000.00	 	 
	668587	 	[3527547]	 	0.16820	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	53	 	10000.00	 	 
	668590	 	[3527548]	 	0.09590	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	53	 	20000.00	 	 
	668593	 	[3527550]	 	0.23590	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	53	 	10000.00	 	 
	668596	 	[3527554]	 	0.29860	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	5	 	15000.00	 	 
	668599	 	[3527556]	 	0.08500	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	53	 	10000.00	 	 
	668602	 	[3527557]	 	0.13220	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	53	 	10000.00	 	 
	668605	 	[3527558]	 	0.13860	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	53	 	15000.00	 	 
	668608	 	[3527560]	 	0.15640	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	53	 	12000.00	 	 
	668611	 	[3527562]	 	0.10720	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	53	 	20000.00	 	 
	668614	 	[3527564]	 	0.13220	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	53	 	15000.00	 	 
	668617	 	[3527569]	 	0.13470	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	53	 	12200.00	 	 
	668620	 	[3527570]	 	0.09190	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	53	 	8000.00	 	 
	668623	 	[3527573]	 	0.16260	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	53	 	2000.00	 	 
	668626	 	[3527576]	 	0.11170	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	53	 	15000.00	 	 
	668629	 	[3527579]	 	0.18350	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	53	 	6600.00	 	 
	668632	 	[3527580]	 	0.16260	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	53	 	3000.00	 	 
	668635	 	[3527584]	 	0.16820	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	53	 	10000.00	 	 
	668638	 	[3527586]	 	0.20510	 	2016-08-02 00:00:00.0	 	Whole Loans - Public	 	3	 	20000.00	 	 
	668641	 	[3527588]	 	0.17030	 	2016-08-02 00:00:00.0	 	Whole Loans - Public	 	3	 	17000.00	 	 
	668644	 	[3527591]	 	0.18350	 	2016-08-02 00:00:00.0	 	Whole Loans - Public	 	43	 	10000.00	 	 
	668647	 	[3527600]	 	0.11430	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	53	 	17000.00	 	 
	668650	 	[3527601]	 	0.16260	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	53	 	15000.00	 	 
	668653	 	[3527603]	 	0.15970	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	53	 	19000.00	 	 
	668656	 	[3527606]	 	0.18360	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	53	 	7000.00	 	 
	668659	 	[3527612]	 	0.11430	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	53	 	9500.00	 	 
	668662	 	[3527614]	 	0.09590	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	53	 	17000.00	 	 
	668665	 	[3527615]	 	0.19880	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	53	 	3000.00	 	 







    	 



    	 



    




	668668	 	[3527617]	 	0.22180	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	3	 	3455.00	 	 
	668671	 	[3527618]	 	0.27330	 	2016-08-02 00:00:00.0	 	Whole Loans - Public	 	44	 	8600.00	 	 
	668674	 	[3527619]	 	0.16820	 	2016-08-02 00:00:00.0	 	Fractional	 	Fractional	 	15000.00	 	 
	668677	 	[3527625]	 	0.13220	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	53	 	20000.00	 	 
	668680	 	[3527628]	 	0.16820	 	2016-08-02 00:00:00.0	 	Whole Loans - Public	 	3	 	20000.00	 	 
	668683	 	[3527629]	 	0.16820	 	2016-08-02 00:00:00.0	 	Whole Loans - Public	 	44	 	18000.00	 	 
	668686	 	[3527630]	 	0.19620	 	2016-08-02 00:00:00.0	 	Whole Loans - Public	 	3	 	35000.00	 	 
	668689	 	[3527631]	 	0.12600	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	3	 	20000.00	 	 
	668692	 	[3527636]	 	0.19880	 	2016-08-02 00:00:00.0	 	Fractional	 	Fractional	 	6500.00	 	 
	668695	 	[3527641]	 	0.16260	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	27	 	12000.00	 	 
	668698	 	[3527643]	 	0.20500	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	53	 	15000.00	 	 
	668701	 	[3527644]	 	0.28360	 	2016-08-02 00:00:00.0	 	Whole Loans - Public	 	43	 	25600.00	 	 
	668704	 	[3527647]	 	0.08500	 	2016-08-02 00:00:00.0	 	Fractional	 	Fractional	 	8000.00	 	 
	668707	 	[3527648]	 	0.13650	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	27	 	15000.00	 	 
	668710	 	[3527649]	 	0.16260	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	53	 	10000.00	 	 
	668713	 	[3527650]	 	0.12040	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	53	 	12600.00	 	 
	668716	 	[3527651]	 	0.29660	 	2016-08-02 00:00:00.0	 	Fractional	 	Fractional	 	7000.00	 	 
	668719	 	[3527652]	 	0.16820	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	27	 	2000.00	 	 
	668722	 	[3527653]	 	0.14310	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	53	 	20000.00	 	 
	668725	 	[3527659]	 	0.14650	 	2016-08-02 00:00:00.0	 	Whole Loans - Public	 	44	 	15000.00	 	 
	668728	 	[3527665]	 	0.09590	 	2016-08-02 00:00:00.0	 	Whole Loans - Public	 	27	 	20000.00	 	 
	668731	 	[3527674]	 	0.14790	 	2016-08-02 00:00:00.0	 	Fractional	 	Fractional	 	13000.00	 	 
	668734	 	[3527675]	 	0.17030	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	53	 	23000.00	 	 
	668737	 	[3527677]	 	0.15970	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	53	 	11999.00	 	 
	668740	 	[3527678]	 	0.21220	 	2016-08-02 00:00:00.0	 	Whole Loans - Public	 	44	 	15000.00	 	 
	668743	 	[3527682]	 	0.15640	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	53	 	4500.00	 	 
	668746	 	[3527683]	 	0.08500	 	2016-08-02 00:00:00.0	 	Fractional	 	Fractional	 	5000.00	 	 
	668749	 	[3527684]	 	0.28630	 	2016-08-02 00:00:00.0	 	Whole Loans - Public	 	44	 	2000.00	 	 
	668752	 	[3527686]	 	0.11170	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	3	 	15000.00	 	 
	668755	 	[3527688]	 	0.15640	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	53	 	15000.00	 	 
	668758	 	[3527689]	 	0.14790	 	2016-08-02 00:00:00.0	 	Whole Loans - Public	 	54	 	9550.00	 	 
	668761	 	[3527690]	 	0.14940	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	53	 	12000.00	 	 
	668764	 	[3527692]	 	0.32290	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	3	 	12000.00	 	 
	668767	 	[3527698]	 	0.12600	 	2016-08-02 00:00:00.0	 	Fractional	 	Fractional	 	20000.00	 	 
	668770	 	[3527702]	 	0.17510	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	53	 	22800.00	 	 







    	 



    	 



    




	668773	 	[3527704]	 	0.12040	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	53	 	15000.00	 	 
	668776	 	[3527705]	 	0.18560	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	53	 	12000.00	 	 
	668779	 	[3527708]	 	0.33130	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	27	 	6000.00	 	 
	668782	 	[3527711]	 	0.26910	 	2016-08-02 00:00:00.0	 	Fractional	 	Fractional	 	10000.00	 	 
	668785	 	[3527713]	 	0.14940	 	2016-08-02 00:00:00.0	 	Fractional	 	Fractional	 	18000.00	 	 
	668788	 	[3527714]	 	0.26910	 	2016-08-02 00:00:00.0	 	Fractional	 	Fractional	 	10000.00	 	 
	668791	 	[3527720]	 	0.19880	 	2016-08-02 00:00:00.0	 	Fractional	 	Fractional	 	4500.00	 	 
	668794	 	[3527732]	 	0.19410	 	2016-08-02 00:00:00.0	 	Whole Loans - Public	 	44	 	15000.00	 	 
	668797	 	[3527735]	 	0.13260	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	53	 	12000.00	 	 
	668800	 	[3527736]	 	0.29660	 	2016-08-02 00:00:00.0	 	Whole Loans - Public	 	43	 	7000.00	 	 
	668803	 	[3527738]	 	0.14790	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	53	 	10000.00	 	 
	668806	 	[3527744]	 	0.15970	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	53	 	16000.00	 	 
	668809	 	[3527745]	 	0.30530	 	2016-08-02 00:00:00.0	 	Fractional	 	Fractional	 	12000.00	 	 
	668812	 	[3527747]	 	0.15970	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	53	 	25000.00	 	 
	668815	 	[3527750]	 	0.09590	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	53	 	20000.00	 	 
	668818	 	[3527752]	 	0.12600	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	53	 	18000.00	 	 
	668821	 	[3527754]	 	0.15640	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	53	 	25000.00	 	 
	668824	 	[3527762]	 	0.31160	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	5	 	11000.00	 	 
	668827	 	[3527763]	 	0.21340	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	3	 	6000.00	 	 
	668830	 	[3527767]	 	0.08190	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	53	 	10000.00	 	 
	668833	 	[3527768]	 	0.15190	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	53	 	6000.00	 	 
	668836	 	[3527769]	 	0.22280	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	53	 	8000.00	 	 
	668839	 	[3527771]	 	0.35590	 	2016-08-02 00:00:00.0	 	Fractional	 	Fractional	 	3000.00	 	 
	668842	 	[3527774]	 	0.13210	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	27	 	3000.00	 	 
	668845	 	[3527775]	 	0.11430	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	53	 	10000.00	 	 
	668848	 	[3527777]	 	0.11430	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	53	 	35000.00	 	 
	668851	 	[3527779]	 	0.08970	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	53	 	35000.00	 	 
	668854	 	[3527782]	 	0.29660	 	2016-08-02 00:00:00.0	 	Whole Loans - Public	 	44	 	20000.00	 	 
	668857	 	[3527783]	 	0.24720	 	2016-08-02 00:00:00.0	 	Whole Loans - Public	 	43	 	22800.00	 	 
	668860	 	[3527784]	 	0.14790	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	53	 	35000.00	 	 
	668863	 	[3527788]	 	0.17510	 	2016-08-02 00:00:00.0	 	Fractional	 	Fractional	 	9000.00	 	 
	668866	 	[3527794]	 	0.21820	 	2016-08-02 00:00:00.0	 	Whole Loans - Public	 	54	 	20000.00	 	 
	668869	 	[3527796]	 	0.09190	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	53	 	10000.00	 	 
	668872	 	[3527797]	 	0.18350	 	2016-08-02 00:00:00.0	 	Fractional	 	Fractional	 	10000.00	 	 
	668875	 	[3527802]	 	0.17290	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	53	 	35000.00	 	 







    	 



    	 



    




	668878	 	[3527805]	 	0.24170	 	2016-08-02 00:00:00.0	 	Fractional	 	Fractional	 	12000.00	 	 
	668881	 	[3527809]	 	0.14040	 	2016-08-02 00:00:00.0	 	Fractional	 	Fractional	 	7050.00	 	 
	668884	 	[3527810]	 	0.28630	 	2016-08-02 00:00:00.0	 	Whole Loans - Public	 	3	 	10000.00	 	 
	668887	 	[3527811]	 	0.15190	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	3	 	5500.00	 	 
	668890	 	[3527815]	 	0.13660	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	53	 	5000.00	 	 
	668893	 	[3527816]	 	0.08970	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	53	 	18000.00	 	 
	668896	 	[3527819]	 	0.26910	 	2016-08-02 00:00:00.0	 	Fractional	 	Fractional	 	25000.00	 	 
	668899	 	[3527820]	 	0.15190	 	2016-08-02 00:00:00.0	 	Whole Loans - Public	 	44	 	30000.00	 	 
	668902	 	[3527828]	 	0.20300	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	53	 	35000.00	 	 
	668905	 	[3527832]	 	0.12040	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	53	 	7600.00	 	 
	668908	 	[3527834]	 	0.08970	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	53	 	35000.00	 	 
	668911	 	[3527836]	 	0.20300	 	2016-08-02 00:00:00.0	 	Fractional	 	Fractional	 	3500.00	 	 
	668914	 	[3527837]	 	0.11430	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	53	 	6000.00	 	 
	668917	 	[3527839]	 	0.20860	 	2016-08-02 00:00:00.0	 	Fractional	 	Fractional	 	23000.00	 	 
	668920	 	[3527840]	 	0.13650	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	53	 	15000.00	 	 
	668923	 	[3527842]	 	0.32700	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	5	 	15000.00	 	 
	668926	 	[3527844]	 	0.14310	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	53	 	20000.00	 	 
	668929	 	[3527846]	 	0.13220	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	53	 	2000.00	 	 
	668932	 	[3527856]	 	0.28360	 	2016-08-02 00:00:00.0	 	Fractional	 	Fractional	 	5500.00	 	 
	668935	 	[3527857]	 	0.08190	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	53	 	3500.00	 	 
	671069	 	[3527342]	 	0.32700	 	2016-08-02 00:00:00.0	 	Whole Loans - Public	 	3	 	15000.00	 	 
	671072	 	[3527343]	 	0.15630	 	2016-08-02 00:00:00.0	 	Whole Loans - Public	 	43	 	5000.00	 	 
	671075	 	[3527344]	 	0.18090	 	2016-08-02 00:00:00.0	 	Whole Loans - Public	 	3	 	16000.00	 	 
	671078	 	[3527345]	 	0.25480	 	2016-08-02 00:00:00.0	 	Whole Loans - Public	 	43	 	4000.00	 	 
	671081	 	[3527346]	 	0.26910	 	2016-08-02 00:00:00.0	 	Whole Loans - Public	 	44	 	20000.00	 	 
	671084	 	[3527347]	 	0.21340	 	2016-08-02 00:00:00.0	 	Whole Loans - Public	 	44	 	20000.00	 	 
	671087	 	[3527350]	 	0.22180	 	2016-08-02 00:00:00.0	 	Whole Loans - Public	 	3	 	15000.00	 	 
	671090	 	[3527353]	 	0.23590	 	2016-08-02 00:00:00.0	 	Whole Loans - Public	 	3	 	23800.00	 	 
	671093	 	[3527357]	 	0.27870	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	27	 	5000.00	 	 
	671096	 	[3527362]	 	0.11430	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	53	 	13000.00	 	 
	671099	 	[3527364]	 	0.14040	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	27	 	11000.00	 	 
	671102	 	[3527365]	 	0.19880	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	27	 	5000.00	 	 
	671105	 	[3527366]	 	0.20300	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	27	 	12000.00	 	 
	671108	 	[3527368]	 	0.12040	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	53	 	14000.00	 	 
	671111	 	[3527370]	 	0.13660	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	53	 	5000.00	 	 
	671114	 	[3527371]	 	0.18560	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	53	 	6000.00	 	 
	671117	 	[3527621, n/a]	 	0.10100	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	53	 	5500.00	 	 







    	 



    	 



    




	671120	 	[3527372]	 	0.27330	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	27	 	7000.00	 	 
	671123	 	[3527373]	 	0.18980	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	27	 	7100.00	 	 
	671126	 	[3527374]	 	0.09590	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	53	 	13000.00	 	 
	671129	 	[3527375]	 	0.15190	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	53	 	35000.00	 	 
	671132	 	[3527378]	 	0.11430	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	53	 	3500.00	 	 
	671135	 	[3527379]	 	0.14390	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	53	 	2000.00	 	 
	671138	 	[3527389]	 	0.22540	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	53	 	3500.00	 	 
	671141	 	[3527392]	 	0.21220	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	53	 	30000.00	 	 
	671144	 	[3527394]	 	0.18820	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	53	 	12000.00	 	 
	671147	 	[3527399]	 	0.13470	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	53	 	20000.00	 	 
	671150	 	[3527407]	 	0.18980	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	53	 	12000.00	 	 
	671153	 	[3527409]	 	0.16820	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	53	 	20000.00	 	 
	671156	 	[3527415]	 	0.27340	 	2016-08-02 00:00:00.0	 	Fractional	 	Fractional	 	15000.00	 	 
	671159	 	[3527416]	 	0.22280	 	2016-08-02 00:00:00.0	 	Fractional	 	Fractional	 	20000.00	 	 
	671162	 	[3527419]	 	0.12040	 	2016-08-02 00:00:00.0	 	Fractional	 	Fractional	 	15000.00	 	 
	671165	 	[3527421]	 	0.21220	 	2016-08-02 00:00:00.0	 	Fractional	 	Fractional	 	8000.00	 	 
	671168	 	[3527428]	 	0.08500	 	2016-08-02 00:00:00.0	 	Fractional	 	Fractional	 	20000.00	 	 
	671171	 	[3527429]	 	0.28360	 	2016-08-02 00:00:00.0	 	Fractional	 	Fractional	 	20000.00	 	 
	671174	 	[3527433]	 	0.21820	 	2016-08-02 00:00:00.0	 	Fractional	 	Fractional	 	11400.00	 	 
	671177	 	[3527440]	 	0.27870	 	2016-08-02 00:00:00.0	 	Whole Loans - Public	 	43	 	9901.00	 	 
	671180	 	[3527441]	 	0.27870	 	2016-08-02 00:00:00.0	 	Whole Loans - Public	 	3	 	11000.00	 	 
	671183	 	[3527442]	 	0.15190	 	2016-08-02 00:00:00.0	 	Whole Loans - Public	 	44	 	2500.00	 	 
	671186	 	[3527445]	 	0.19880	 	2016-08-02 00:00:00.0	 	Whole Loans - Public	 	54	 	8000.00	 	 
	671189	 	[3527454]	 	0.35600	 	2016-08-02 00:00:00.0	 	Fractional	 	Fractional	 	2000.00	 	 
	671192	 	[3527455]	 	0.11430	 	2016-08-02 00:00:00.0	 	Fractional	 	Fractional	 	15000.00	 	 
	671195	 	[3527456]	 	0.17290	 	2016-08-02 00:00:00.0	 	Fractional	 	Fractional	 	20000.00	 	 
	671198	 	[3527457]	 	0.21590	 	2016-08-02 00:00:00.0	 	Fractional	 	Fractional	 	28000.00	 	 
	671201	 	[3527460]	 	0.35130	 	2016-08-02 00:00:00.0	 	Fractional	 	Fractional	 	7500.00	 	 
	671204	 	[3527461]	 	0.25480	 	2016-08-02 00:00:00.0	 	Fractional	 	Fractional	 	15000.00	 	 
	671207	 	[3527467]	 	0.17290	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	53	 	9000.00	 	 
	671210	 	[3527468]	 	0.14790	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	53	 	16000.00	 	 
	671213	 	[3527474]	 	0.08190	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	53	 	5000.00	 	 
	671216	 	[3527475]	 	0.13260	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	53	 	8000.00	 	 
	671219	 	[3527476]	 	0.15500	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	53	 	12000.00	 	 
	671222	 	[3527481]	 	0.15190	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	53	 	10000.00	 	 







    	 



    	 



    




	671225	 	[3527485]	 	0.16820	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	53	 	7400.00	 	 
	671228	 	[3527486]	 	0.17510	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	53	 	15000.00	 	 
	671231	 	[3527489]	 	0.09190	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	53	 	13000.00	 	 
	671234	 	[3527491]	 	0.11170	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	53	 	6700.00	 	 
	671237	 	[3527497]	 	0.13220	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	53	 	2500.00	 	 
	671240	 	[3527499]	 	0.31920	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	5	 	2000.00	 	 
	671243	 	[3527501]	 	0.19410	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	53	 	3000.00	 	 
	671246	 	[3527502]	 	0.19620	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	53	 	20000.00	 	 
	671249	 	[3527506]	 	0.14310	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	53	 	15000.00	 	 
	671252	 	[3527507]	 	0.08970	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	53	 	15000.00	 	 
	671255	 	[3527508]	 	0.17290	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	53	 	13000.00	 	 
	671258	 	[3527511]	 	0.15970	 	2016-08-02 00:00:00.0	 	Whole Loans - Public	 	54	 	14300.00	 	 
	671261	 	[3527514]	 	0.29660	 	2016-08-02 00:00:00.0	 	Whole Loans - Public	 	43	 	2000.00	 	 
	671264	 	[3527516]	 	0.12720	 	2016-08-02 00:00:00.0	 	Fractional	 	Fractional	 	20000.00	 	 
	671267	 	[3527518]	 	0.11430	 	2016-08-02 00:00:00.0	 	Fractional	 	Fractional	 	12000.00	 	 
	671270	 	[3527521]	 	0.08190	 	2016-08-02 00:00:00.0	 	Fractional	 	Fractional	 	5000.00	 	 
	671273	 	[3527523]	 	0.26910	 	2016-08-02 00:00:00.0	 	Fractional	 	Fractional	 	5800.00	 	 
	671276	 	[3527528]	 	0.11430	 	2016-08-02 00:00:00.0	 	Fractional	 	Fractional	 	6000.00	 	 
	671279	 	[3527530]	 	0.16820	 	2016-08-02 00:00:00.0	 	Fractional	 	Fractional	 	35000.00	 	 
	671282	 	[3527531]	 	0.35340	 	2016-08-02 00:00:00.0	 	Fractional	 	Fractional	 	7500.00	 	 
	671285	 	[3527534]	 	0.25480	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	5	 	15000.00	 	 
	671288	 	[3527536]	 	0.12600	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	53	 	20000.00	 	 
	671291	 	[3527537]	 	0.13260	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	53	 	10000.00	 	 
	671294	 	[3527539]	 	0.13860	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	53	 	20000.00	 	 
	671297	 	[3527542]	 	0.22900	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	53	 	10000.00	 	 
	671300	 	[3527543]	 	0.15970	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	53	 	12000.00	 	 
	671303	 	[3527544]	 	0.19880	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	53	 	6000.00	 	 
	671306	 	[3527546]	 	0.18090	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	53	 	18000.00	 	 
	671309	 	[3527549]	 	0.17030	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	53	 	20000.00	 	 
	671312	 	[3527551]	 	0.13660	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	53	 	5000.00	 	 
	671315	 	[3527552]	 	0.11170	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	53	 	15000.00	 	 
	671318	 	[3527553]	 	0.15970	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	53	 	17500.00	 	 
	671321	 	[3527555]	 	0.16820	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	53	 	7500.00	 	 
	671324	 	[3527563]	 	0.15970	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	53	 	20000.00	 	 
	671327	 	[3527567]	 	0.09590	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	53	 	4600.00	 	 







    	 



    	 



    




	671330	 	[3527568]	 	0.11430	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	53	 	10000.00	 	 
	671333	 	[3527571]	 	0.13210	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	53	 	8000.00	 	 
	671336	 	[3527572]	 	0.10100	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	53	 	7700.00	 	 
	671339	 	[3527574]	 	0.13250	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	53	 	5000.00	 	 
	671342	 	[3527577]	 	0.05990	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	53	 	6000.00	 	 
	671345	 	[3527578]	 	0.13220	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	53	 	8600.00	 	 
	671348	 	[3527582]	 	0.18560	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	53	 	18000.00	 	 
	671351	 	[3527583]	 	0.32700	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	5	 	10000.00	 	 
	671354	 	[3527585]	 	0.15640	 	2016-08-02 00:00:00.0	 	Fractional	 	Fractional	 	8000.00	 	 
	671357	 	[3527587]	 	0.19620	 	2016-08-02 00:00:00.0	 	Whole Loans - Public	 	54	 	15000.00	 	 
	671360	 	[3527589]	 	0.20940	 	2016-08-02 00:00:00.0	 	Whole Loans - Public	 	3	 	8000.00	 	 
	671363	 	[3527590]	 	0.32290	 	2016-08-02 00:00:00.0	 	Whole Loans - Public	 	54	 	15000.00	 	 
	671366	 	[3527593]	 	0.12600	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	53	 	3200.00	 	 
	671369	 	[3527594]	 	0.15500	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	53	 	12000.00	 	 
	671372	 	[3527595]	 	0.08970	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	53	 	3500.00	 	 
	671375	 	[3527596]	 	0.33570	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	5	 	5000.00	 	 
	671378	 	[3527599]	 	0.20500	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	53	 	15000.00	 	 
	671381	 	[3527602]	 	0.13220	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	53	 	11400.00	 	 
	671384	 	[3527605]	 	0.12040	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	53	 	20000.00	 	 
	671387	 	[3527608]	 	0.11430	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	53	 	7500.00	 	 
	671390	 	[3527609]	 	0.14040	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	53	 	6000.00	 	 
	671393	 	[3527622]	 	0.15640	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	3	 	12000.00	 	 
	671396	 	[3527623]	 	0.21340	 	2016-08-02 00:00:00.0	 	Whole Loans - Public	 	44	 	18000.00	 	 
	671399	 	[3527624]	 	0.09190	 	2016-08-02 00:00:00.0	 	Fractional	 	Fractional	 	14000.00	 	 
	671402	 	[3527626]	 	0.26910	 	2016-08-02 00:00:00.0	 	Fractional	 	Fractional	 	15000.00	 	 
	671405	 	[3527627]	 	0.15970	 	2016-08-02 00:00:00.0	 	Whole Loans - Public	 	44	 	35000.00	 	 
	671408	 	[3527632]	 	0.14310	 	2016-08-02 00:00:00.0	 	Fractional	 	Fractional	 	17500.00	 	 
	671411	 	[3527634]	 	0.19620	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	53	 	17700.00	 	 
	671414	 	[3527635]	 	0.20300	 	2016-08-02 00:00:00.0	 	Whole Loans - Public	 	44	 	8000.00	 	 
	671417	 	[3527637]	 	0.13460	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	53	 	15000.00	 	 
	671420	 	[3527638]	 	0.14790	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	53	 	5000.00	 	 
	671423	 	[3527639]	 	0.14040	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	53	 	8400.00	 	 
	671426	 	[3527645]	 	0.15190	 	2016-08-02 00:00:00.0	 	Whole Loans - Public	 	44	 	15000.00	 	 
	671429	 	[3527646]	 	0.20940	 	2016-08-02 00:00:00.0	 	Whole Loans - Public	 	44	 	10000.00	 	 
	671432	 	[3527654]	 	0.13660	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	53	 	8000.00	 	 







    	 



    	 



    




	671435	 	[3527656]	 	0.12040	 	2016-08-02 00:00:00.0	 	Fractional	 	Fractional	 	2500.00	 	 
	671438	 	[3527657]	 	0.35590	 	2016-08-02 00:00:00.0	 	Fractional	 	Fractional	 	7500.00	 	 
	671441	 	[3527666]	 	0.24720	 	2016-08-02 00:00:00.0	 	Fractional	 	Fractional	 	10000.00	 	 
	671444	 	[3527669]	 	0.17030	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	27	 	15000.00	 	 
	671447	 	[3527670]	 	0.16820	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	53	 	24000.00	 	 
	671450	 	[3527672]	 	0.12600	 	2016-08-02 00:00:00.0	 	Whole Loans - Public	 	44	 	20000.00	 	 
	671453	 	[3527676]	 	0.35590	 	2016-08-02 00:00:00.0	 	Fractional	 	Fractional	 	6000.00	 	 
	671456	 	[3527679]	 	0.21220	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	3	 	20000.00	 	 
	671459	 	[3527680]	 	0.13660	 	2016-08-02 00:00:00.0	 	Whole Loans - Public	 	3	 	3000.00	 	 
	671462	 	[3527687]	 	0.22280	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	53	 	20000.00	 	 
	671465	 	[3527691]	 	0.21590	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	3	 	10000.00	 	 
	671468	 	[3527695]	 	0.09190	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	53	 	5500.00	 	 
	671471	 	[3527707]	 	0.28640	 	2016-08-02 00:00:00.0	 	Whole Loans - Public	 	44	 	7500.00	 	 
	671474	 	[3527709]	 	0.18560	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	53	 	35000.00	 	 
	671477	 	[3527715]	 	0.15640	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	27	 	15000.00	 	 
	671480	 	[3527717]	 	0.17030	 	2016-08-02 00:00:00.0	 	Whole Loans - Public	 	3	 	22000.00	 	 
	671483	 	[3527718]	 	0.09590	 	2016-08-02 00:00:00.0	 	Whole Loans - Public	 	27	 	25000.00	 	 
	671486	 	[3527722]	 	0.20020	 	2016-08-02 00:00:00.0	 	Whole Loans - Public	 	3	 	15000.00	 	 
	671489	 	[3527725]	 	0.20510	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	53	 	30000.00	 	 
	671492	 	[3527734]	 	0.13070	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	53	 	7000.00	 	 
	671495	 	[3527741]	 	0.19410	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	53	 	10000.00	 	 
	671498	 	[3527742]	 	0.20940	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	53	 	6000.00	 	 
	671501	 	[3527748]	 	0.16820	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	53	 	18000.00	 	 
	671504	 	[3527756]	 	0.08970	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	53	 	18000.00	 	 
	671507	 	[3527758]	 	0.18560	 	2016-08-02 00:00:00.0	 	Whole Loans - Public	 	27	 	4000.00	 	 
	671510	 	[3527761]	 	0.18820	 	2016-08-02 00:00:00.0	 	Whole Loans - Public	 	44	 	10000.00	 	 
	671513	 	[3527766]	 	0.08970	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	53	 	9000.00	 	 
	671516	 	[3527776]	 	0.09590	 	2016-08-02 00:00:00.0	 	Whole Loans - Public	 	44	 	25000.00	 	 
	671519	 	[3527780]	 	0.11430	 	2016-08-02 00:00:00.0	 	Whole Loans - Public	 	44	 	15000.00	 	 
	671522	 	[3527781]	 	0.22900	 	2016-08-02 00:00:00.0	 	Whole Loans - Public	 	44	 	23101.00	 	 
	671525	 	[3527785]	 	0.19410	 	2016-08-02 00:00:00.0	 	Whole Loans - Public	 	44	 	9300.00	 	 
	671528	 	[3527787]	 	0.13260	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	53	 	20000.00	 	 
	671531	 	[3527790]	 	0.14790	 	2016-08-02 00:00:00.0	 	Fractional	 	Fractional	 	15000.00	 	 
	671534	 	[3527791]	 	0.17040	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	53	 	10000.00	 	 
	671537	 	[3527792]	 	0.32290	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	5	 	15000.00	 	 







    	 



    	 



    




	671540	 	[3527795]	 	0.22180	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	3	 	8000.00	 	 
	671543	 	[3527800]	 	0.16260	 	2016-08-02 00:00:00.0	 	Whole Loans - Public	 	54	 	19000.00	 	 
	671546	 	[3527801]	 	0.22540	 	2016-08-02 00:00:00.0	 	Fractional	 	Fractional	 	6000.00	 	 
	671549	 	[3527803]	 	0.17510	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	53	 	18000.00	 	 
	671552	 	[3527804]	 	0.17510	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	53	 	10000.00	 	 
	671555	 	[3527812]	 	0.13250	 	2016-08-02 00:00:00.0	 	Whole Loans - Public	 	3	 	5000.00	 	 
	671558	 	[3527813]	 	0.11930	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	53	 	15500.00	 	 
	671561	 	[3527822]	 	0.24170	 	2016-08-02 00:00:00.0	 	Fractional	 	Fractional	 	20000.00	 	 
	671564	 	[3527823]	 	0.14310	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	53	 	15000.00	 	 
	671567	 	[3527825]	 	0.09590	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	53	 	15000.00	 	 
	671570	 	[3527826]	 	0.21590	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	53	 	15000.00	 	 
	671573	 	[3527829]	 	0.09190	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	53	 	6000.00	 	 
	671576	 	[3527835]	 	0.28630	 	2016-08-02 00:00:00.0	 	Fractional	 	Fractional	 	5000.00	 	 
	671579	 	[3527845]	 	0.15500	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	53	 	9000.00	 	 
	671582	 	[3527849]	 	0.15640	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	3	 	6000.00	 	 
	671585	 	[3527851]	 	0.15640	 	2016-08-02 00:00:00.0	 	Whole Loans - Public	 	3	 	35000.00	 	 
	671588	 	[3527855]	 	0.20940	 	2016-08-02 00:00:00.0	 	Whole Loans - Public	 	44	 	6000.00	 	 
	671591	 	[3527858]	 	0.20860	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	53	 	18400.00	 	 
	673524	 	[3527338]	 	0.29660	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	5	 	15000.00	 	 
	673527	 	[3527339]	 	0.28640	 	2016-08-02 00:00:00.0	 	Fractional	 	Fractional	 	4000.00	 	 
	673530	 	[3527351]	 	0.09190	 	2016-08-02 00:00:00.0	 	Whole Loans - Public	 	44	 	12000.00	 	 
	673533	 	[3527352]	 	0.23400	 	2016-08-02 00:00:00.0	 	Whole Loans - Public	 	39	 	5000.00	 	 
	673536	 	[3527354]	 	0.21820	 	2016-08-02 00:00:00.0	 	Whole Loans - Public	 	44	 	3000.00	 	 
	673539	 	[3527355]	 	0.16260	 	2016-08-02 00:00:00.0	 	Fractional	 	Fractional	 	3000.00	 	 
	673542	 	[3527356]	 	0.16260	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	27	 	6000.00	 	 
	673545	 	[3527360]	 	0.21590	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	27	 	19900.00	 	 
	673548	 	[3527361]	 	0.13210	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	53	 	3000.00	 	 
	673551	 	[3527363]	 	0.22180	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	27	 	15000.00	 	 
	673554	 	[3527367]	 	0.15970	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	53	 	15000.00	 	 
	673557	 	[3527369]	 	0.12040	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	53	 	20000.00	 	 
	673560	 	[3527376]	 	0.12040	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	53	 	20000.00	 	 
	673563	 	[3527382]	 	0.19410	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	53	 	20000.00	 	 
	673566	 	[3527383]	 	0.21340	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	53	 	5000.00	 	 
	673569	 	[3527385]	 	0.08500	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	53	 	10500.00	 	 
	673572	 	[3527388]	 	0.22900	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	27	 	16000.00	 	 







    	 



    	 



    




	673575	 	[3527390]	 	0.19880	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	53	 	9000.00	 	 
	673578	 	[3527393]	 	0.17510	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	53	 	15000.00	 	 
	673581	 	[3527397]	 	0.16820	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	53	 	17000.00	 	 
	673584	 	[3527398]	 	0.29860	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	5	 	12000.00	 	 
	673587	 	[3527405]	 	0.32290	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	5	 	12000.00	 	 
	673590	 	[3527408]	 	0.08970	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	53	 	15000.00	 	 
	673593	 	[3527412]	 	0.20300	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	53	 	20000.00	 	 
	673596	 	[3527413]	 	0.28640	 	2016-08-02 00:00:00.0	 	Fractional	 	Fractional	 	8000.00	 	 
	673599	 	[3527418]	 	0.14390	 	2016-08-02 00:00:00.0	 	Fractional	 	Fractional	 	17000.00	 	 
	673602	 	[3527420]	 	0.08970	 	2016-08-02 00:00:00.0	 	Fractional	 	Fractional	 	35000.00	 	 
	673605	 	[3527422]	 	0.19880	 	2016-08-02 00:00:00.0	 	Fractional	 	Fractional	 	15000.00	 	 
	673608	 	[3527423]	 	0.13070	 	2016-08-02 00:00:00.0	 	Fractional	 	Fractional	 	25000.00	 	 
	673611	 	[3527424]	 	0.13070	 	2016-08-02 00:00:00.0	 	Fractional	 	Fractional	 	12000.00	 	 
	673614	 	[3527427]	 	0.23410	 	2016-08-02 00:00:00.0	 	Fractional	 	Fractional	 	20000.00	 	 
	673617	 	[3527434]	 	0.19880	 	2016-08-02 00:00:00.0	 	Fractional	 	Fractional	 	17000.00	 	 
	673620	 	[3527435]	 	0.13460	 	2016-08-02 00:00:00.0	 	Fractional	 	Fractional	 	15000.00	 	 
	673623	 	[3527443]	 	0.20860	 	2016-08-02 00:00:00.0	 	Whole Loans - Public	 	3	 	10000.00	 	 
	673626	 	[3527444]	 	0.20510	 	2016-08-02 00:00:00.0	 	Whole Loans - Public	 	43	 	10500.00	 	 
	673629	 	[3527447]	 	0.09590	 	2016-08-02 00:00:00.0	 	Fractional	 	Fractional	 	15000.00	 	 
	673632	 	[3527448]	 	0.13460	 	2016-08-02 00:00:00.0	 	Fractional	 	Fractional	 	15000.00	 	 
	673635	 	[3527449]	 	0.15970	 	2016-08-02 00:00:00.0	 	Fractional	 	Fractional	 	14000.00	 	 
	673638	 	[3527451]	 	0.09190	 	2016-08-02 00:00:00.0	 	Fractional	 	Fractional	 	20000.00	 	 
	673641	 	[3527453]	 	0.35130	 	2016-08-02 00:00:00.0	 	Fractional	 	Fractional	 	7401.00	 	 
	673644	 	[3527459]	 	0.23410	 	2016-08-02 00:00:00.0	 	Fractional	 	Fractional	 	25000.00	 	 
	673647	 	[3527465]	 	0.08970	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	53	 	14700.00	 	 
	673650	 	[3527466]	 	0.13460	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	53	 	10000.00	 	 
	673653	 	[3527469]	 	0.14390	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	53	 	5500.00	 	 
	673656	 	[3527470]	 	0.29230	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	5	 	15000.00	 	 
	673659	 	[3527471]	 	0.13220	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	53	 	10000.00	 	 
	673662	 	[3527472]	 	0.09590	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	53	 	6500.00	 	 
	673665	 	[3527477]	 	0.17290	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	53	 	7000.00	 	 
	673668	 	[3527478]	 	0.13470	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	53	 	16000.00	 	 
	673671	 	[3527480]	 	0.20940	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	53	 	23300.00	 	 
	673674	 	[3527483]	 	0.15970	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	53	 	10000.00	 	 
	673677	 	[3527487]	 	0.08500	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	53	 	13600.00	 	 







    	 



    	 



    




	673680	 	[3527488]	 	0.16820	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	53	 	15000.00	 	 
	673683	 	[3527490]	 	0.11170	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	53	 	20000.00	 	 
	673686	 	[3527495]	 	0.13650	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	53	 	20000.00	 	 
	673689	 	[3527496]	 	0.16820	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	53	 	10000.00	 	 
	673692	 	[3527498]	 	0.08500	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	53	 	15000.00	 	 
	673695	 	[3527500]	 	0.14040	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	53	 	5500.00	 	 
	673698	 	[3527503]	 	0.14790	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	53	 	20000.00	 	 
	673701	 	[3527509]	 	0.15640	 	2016-08-02 00:00:00.0	 	Whole Loans - Public	 	54	 	12000.00	 	 
	673704	 	[3527513]	 	0.19410	 	2016-08-02 00:00:00.0	 	Whole Loans - Public	 	3	 	15000.00	 	 
	673707	 	[3527519]	 	0.35590	 	2016-08-02 00:00:00.0	 	Fractional	 	Fractional	 	7500.00	 	 
	673710	 	[3527520]	 	0.19620	 	2016-08-02 00:00:00.0	 	Fractional	 	Fractional	 	35000.00	 	 
	673713	 	[3527525]	 	0.35590	 	2016-08-02 00:00:00.0	 	Fractional	 	Fractional	 	3500.00	 	 
	673716	 	[3527527]	 	0.09190	 	2016-08-02 00:00:00.0	 	Fractional	 	Fractional	 	4500.00	 	 
	673719	 	[3527529]	 	0.21340	 	2016-08-02 00:00:00.0	 	Fractional	 	Fractional	 	17000.00	 	 
	673722	 	[3527532]	 	0.14790	 	2016-08-02 00:00:00.0	 	Fractional	 	Fractional	 	9800.00	 	 
	673725	 	[3527535]	 	0.18820	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	53	 	20000.00	 	 
	673728	 	[3527540]	 	0.19410	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	53	 	7000.00	 	 
	673731	 	[3527541]	 	0.14390	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	53	 	9000.00	 	 
	673734	 	[3527559]	 	0.09580	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	53	 	6000.00	 	 
	673737	 	[3527561]	 	0.20860	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	53	 	8000.00	 	 
	673740	 	[3527565]	 	0.15190	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	53	 	15000.00	 	 
	673743	 	[3527566]	 	0.13860	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	53	 	16300.00	 	 
	673746	 	[3527575]	 	0.20860	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	53	 	15000.00	 	 
	673749	 	[3527581]	 	0.13260	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	53	 	20000.00	 	 
	673752	 	[3527592]	 	0.23410	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	3	 	20000.00	 	 
	673755	 	[3527597]	 	0.14390	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	53	 	20000.00	 	 
	673758	 	[3527598]	 	0.12040	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	53	 	4000.00	 	 
	673761	 	[3527604]	 	0.08190	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	53	 	11500.00	 	 
	673764	 	[3527607]	 	0.08500	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	53	 	9000.00	 	 
	673767	 	[3527610]	 	0.13260	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	53	 	15000.00	 	 
	673770	 	[3527611]	 	0.15970	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	53	 	10000.00	 	 
	673773	 	[3527613]	 	0.12720	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	53	 	14000.00	 	 
	673776	 	[3527616]	 	0.13260	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	27	 	4500.00	 	 
	673779	 	[3527620]	 	0.19410	 	2016-08-02 00:00:00.0	 	Fractional	 	Fractional	 	16700.00	 	 
	673782	 	[3527633]	 	0.22180	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	53	 	8000.00	 	 







    	 



    	 



    




	673785	 	[3527640]	 	0.11430	 	2016-08-02 00:00:00.0	 	Fractional	 	Fractional	 	18800.00	 	 
	673788	 	[3527642]	 	0.14310	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	53	 	17000.00	 	 
	673791	 	[3527655]	 	0.11170	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	53	 	20000.00	 	 
	673794	 	[3527658]	 	0.35600	 	2016-08-02 00:00:00.0	 	Fractional	 	Fractional	 	2000.00	 	 
	673797	 	[3527660]	 	0.35590	 	2016-08-02 00:00:00.0	 	Fractional	 	Fractional	 	7500.00	 	 
	673800	 	[3527661]	 	0.16260	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	53	 	6250.00	 	 
	673803	 	[3527662]	 	0.21220	 	2016-08-02 00:00:00.0	 	Whole Loans - Public	 	3	 	20000.00	 	 
	673806	 	[3527663]	 	0.05990	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	53	 	15000.00	 	 
	673809	 	[3527664]	 	0.15970	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	53	 	25000.00	 	 
	673812	 	[3527667]	 	0.24720	 	2016-08-02 00:00:00.0	 	Fractional	 	Fractional	 	10000.00	 	 
	673815	 	[3527668]	 	0.05990	 	2016-08-02 00:00:00.0	 	Fractional	 	Fractional	 	10000.00	 	 
	673818	 	[3527671]	 	0.15190	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	53	 	3000.00	 	 
	673821	 	[3527673]	 	0.16820	 	2016-08-02 00:00:00.0	 	Fractional	 	Fractional	 	15000.00	 	 
	673824	 	[3527681]	 	0.15190	 	2016-08-02 00:00:00.0	 	Fractional	 	Fractional	 	20000.00	 	 
	673827	 	[3527685]	 	0.15190	 	2016-08-02 00:00:00.0	 	Whole Loans - Public	 	44	 	20000.00	 	 
	673830	 	[3527693]	 	0.12040	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	53	 	10000.00	 	 
	673833	 	[3527694]	 	0.31920	 	2016-08-02 00:00:00.0	 	Whole Loans - Public	 	3	 	12000.00	 	 
	673836	 	[3527696]	 	0.14790	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	27	 	20000.00	 	 
	673839	 	[3527697]	 	0.11170	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	53	 	12000.00	 	 
	673842	 	[3527699]	 	0.15640	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	53	 	30000.00	 	 
	673845	 	[3527700]	 	0.13220	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	3	 	6000.00	 	 
	673848	 	[3527701]	 	0.12040	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	53	 	10000.00	 	 
	673851	 	[3527703]	 	0.24170	 	2016-08-02 00:00:00.0	 	Whole Loans - Public	 	27	 	20000.00	 	 
	673854	 	[3527706]	 	0.20300	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	53	 	5000.00	 	 
	673857	 	[3527710]	 	0.22280	 	2016-08-02 00:00:00.0	 	Whole Loans - Public	 	54	 	15000.00	 	 
	673860	 	[3527712]	 	0.14040	 	2016-08-02 00:00:00.0	 	Whole Loans - Public	 	3	 	18000.00	 	 
	673863	 	[3527716]	 	0.19410	 	2016-08-02 00:00:00.0	 	Whole Loans - Public	 	44	 	10000.00	 	 
	673866	 	[3527719]	 	0.08190	 	2016-08-02 00:00:00.0	 	Whole Loans - Public	 	44	 	3200.00	 	 
	673869	 	[3527721]	 	0.16820	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	53	 	17000.00	 	 
	673872	 	[3527723]	 	0.25480	 	2016-08-02 00:00:00.0	 	Fractional	 	Fractional	 	2000.00	 	 
	673875	 	[3527724]	 	0.33130	 	2016-08-02 00:00:00.0	 	Whole Loans - Public	 	3	 	6000.00	 	 
	673878	 	[3527726]	 	0.13650	 	2016-08-02 00:00:00.0	 	Whole Loans - Public	 	10	 	15000.00	 	 
	673881	 	[3527727]	 	0.22910	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	3	 	4000.00	 	 
	673884	 	[3527728]	 	0.16820	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	53	 	8000.00	 	 
	673887	 	[3527729]	 	0.18560	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	53	 	14000.00	 	 







    	 



    	 



    




	673890	 	[3527730]	 	0.09190	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	53	 	8500.00	 	 
	673893	 	[3527731]	 	0.13220	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	53	 	20000.00	 	 
	673896	 	[3527733]	 	0.15190	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	53	 	3000.00	 	 
	673899	 	[3527737]	 	0.20020	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	53	 	10000.00	 	 
	673902	 	[3527739]	 	0.20940	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	53	 	35000.00	 	 
	673905	 	[3527740]	 	0.35590	 	2016-08-02 00:00:00.0	 	Whole Loans - Public	 	3	 	7500.00	 	 
	673908	 	[3527743]	 	0.13260	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	53	 	20000.00	 	 
	673911	 	[3527746]	 	0.15640	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	53	 	35000.00	 	 
	673914	 	[3527749]	 	0.18350	 	2016-08-02 00:00:00.0	 	Fractional	 	Fractional	 	25000.00	 	 
	673917	 	[3527751]	 	0.14790	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	53	 	3000.00	 	 
	673920	 	[3527753]	 	0.18820	 	2016-08-02 00:00:00.0	 	Whole Loans - Public	 	3	 	20000.00	 	 
	673923	 	[3527755]	 	0.22900	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	53	 	25000.00	 	 
	673926	 	[3527757]	 	0.17290	 	2016-08-02 00:00:00.0	 	Whole Loans - Public	 	54	 	35000.00	 	 
	673929	 	[3527759]	 	0.35590	 	2016-08-02 00:00:00.0	 	Fractional	 	Fractional	 	7500.00	 	 
	673932	 	[3527760]	 	0.09590	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	53	 	20000.00	 	 
	673935	 	[3527764]	 	0.11430	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	53	 	6000.00	 	 
	673938	 	[3527765]	 	0.19620	 	2016-08-02 00:00:00.0	 	Whole Loans - Public	 	3	 	30000.00	 	 
	673941	 	[3527770]	 	0.21590	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	53	 	10000.00	 	 
	673944	 	[3527772]	 	0.13470	 	2016-08-02 00:00:00.0	 	Fractional	 	Fractional	 	21000.00	 	 
	673947	 	[3527773]	 	0.08500	 	2016-08-02 00:00:00.0	 	Whole Loans - Public	 	44	 	10000.00	 	 
	673950	 	[3527778]	 	0.35590	 	2016-08-02 00:00:00.0	 	Fractional	 	Fractional	 	4500.00	 	 
	673953	 	[3527786]	 	0.22900	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	3	 	7500.00	 	 
	673956	 	[3527789]	 	0.22540	 	2016-08-02 00:00:00.0	 	Fractional	 	Fractional	 	8000.00	 	 
	673959	 	[3527793]	 	0.13260	 	2016-08-02 00:00:00.0	 	Whole Loans - Public	 	11	 	15000.00	 	 
	673962	 	[3527798]	 	0.08970	 	2016-08-02 00:00:00.0	 	Whole Loans - Public	 	10	 	6800.00	 	 
	673965	 	[3527799]	 	0.11430	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	53	 	22800.00	 	 
	673968	 	[3527806]	 	0.14040	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	53	 	7000.00	 	 
	673971	 	[3527807]	 	0.19880	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	53	 	15000.00	 	 
	673974	 	[3527808]	 	0.35590	 	2016-08-02 00:00:00.0	 	Fractional	 	Fractional	 	7500.00	 	 
	673977	 	[3527814]	 	0.17510	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	3	 	15000.00	 	 
	673980	 	[3527817]	 	0.15970	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	53	 	25000.00	 	 
	673983	 	[3527818]	 	0.19620	 	2016-08-02 00:00:00.0	 	Whole Loans - Public	 	44	 	25000.00	 	 
	673986	 	[3527821]	 	0.14040	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	53	 	15000.00	 	 
	673989	 	[3527824]	 	0.20300	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	53	 	30000.00	 	 
	673992	 	[3527827]	 	0.11280	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	53	 	10000.00	 	 







    	 



    	 



    




	673995	 	[3527830]	 	0.26910	 	2016-08-02 00:00:00.0	 	Fractional	 	Fractional	 	15000.00	 	 
	673998	 	[3527831]	 	0.20300	 	2016-08-02 00:00:00.0	 	Fractional	 	Fractional	 	24000.00	 	 
	674001	 	[3527833]	 	0.14650	 	2016-08-02 00:00:00.0	 	Fractional	 	Fractional	 	21400.00	 	 
	674004	 	[3527838]	 	0.35590	 	2016-08-02 00:00:00.0	 	Fractional	 	Fractional	 	6500.00	 	 
	674007	 	[3527841]	 	0.28640	 	2016-08-02 00:00:00.0	 	Fractional	 	Fractional	 	8500.00	 	 
	674010	 	[3527843]	 	0.08190	 	2016-08-02 00:00:00.0	 	Fractional	 	Fractional	 	5000.00	 	 
	674013	 	[3527847]	 	0.13260	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	53	 	15000.00	 	 
	674016	 	[3527848]	 	0.17290	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	3	 	5000.00	 	 
	674019	 	[3527850]	 	0.11430	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	53	 	20000.00	 	 
	674022	 	[3527852]	 	0.21220	 	2016-08-02 00:00:00.0	 	Fractional	 	Fractional	 	10000.00	 	 
	674025	 	[3527853]	 	0.17290	 	2016-08-02 00:00:00.0	 	Whole Loans - Private	 	53	 	3000.00	 	 
	674028	 	[3527854]	 	0.25600	 	2016-08-02 00:00:00.0	 	Fractional	 	Fractional	 	20000.00	 	 






 


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Copyright
© 2005-2016 Prosper Funding LLC. All rights reserved.


Prosper
is located at 221 Main Street, Suite 300, San Francisco, CA 94105



    	 



    	 



    






Exhibit
F





Insurance
Requirements



(a)          From the
date hereof and until termination of this Agreement, Company shall maintain insurance of the following kinds and amounts, or in
amounts required by Applicable Laws, whichever is greater.


(i)          A blanket
fidelity bond and an errors and omissions insurance policy, with broad coverage on all officers and employees acting in any capacity
with regard to handling funds, money, or documents. The fidelity bond and errors and omissions insurance shall be in a form reasonably
acceptable to Bank and shall protect and insure against losses, including forgery, theft, embezzlement, fraud, errors and omissions
and negligent acts of such persons. No provision of this paragraph requiring the fidelity bond and errors and omissions insurance
shall diminish or relieve Company from its duties and obligations as set forth in this Agreement. The minimum coverage under any
such bond and insurance policy shall be at least $1,000,000, with the exception of $500,000 minimum coverage for forgery.


(ii)         Commercial
general liability insurance written on an occurrence basis against claims on account of bodily injury, death or property damage.
Such insurance shall have a combined single limit of not less than $1,000,000 per occurrence and $1,000,000 annual aggregate for
bodily injury, death and property damage.


(iii)        Worker’s
Compensation and employers’ liability insurance affording (A) protection under the Worker’s Compensation Law containing
an all states endorsement and (B) Employers’ Liability Protection subject to a limit of not less than $500,000.


(iv)        Upon reasonable
request by Bank, such other insurance as may be maintained by Persons engaged in the same or similar business and similarly situated.


 


(b)          Insurance policies required to be maintained hereunder shall be
procured from insurance companies reasonably acceptable to Bank. Liability insurance limits may be provided through any combination
of primary and/or excess insurance policies. If requested by Bank, Company shall cause to be delivered to Bank annually a certified
true copy of each fidelity bond and insurance policy required under this Agreement.












    	 



    	 



    

Exhibit
G





Program
Compliance Manual





[***]







    	 



    	 



    

Exhibit
H





Approved
Subcontractors





	Approved
    Subcontractor	Service
    Provided







    	 



    	 



    


[*
* *] Vendor List


 


	Vendor	 	Description	 	Department
	[* * *]	 	Debt Purchaser	 	Collections
	 	 	 	 	 
	[* * *]	 	Data Center/Internet
    Access/Cloud Hosting	 	Technology
	 	 	 	 	 
	[* * *]	 	Back Up Servicer	 	Business Operations
	 	 	 	 	 
	[* * *]	 	Debt Collection	 	Collections
	 	 	 	 	 
	[* * *]	 	Internet Access/
    Network Connectivity	 	Technology
	 	 	 	 	 
	[* * *]	 	Debt Purchaser	 	Collections
	 	 	 	 	 
	[* * *]	 	Data Center	 	Technology
	 	 	 	 	 
	[* * *]	 	Debt Collection	 	Collections
	 	 	 	 	 
	[* * *]	 	Debt Collection	 	Collections
	 	 	 	 	 
	[* * *]	 	Bankruptcy &
    Special Handling	 	Collections


 


I     © 2016 Prosper.  All Rights Reserved. Proprietary and Confidential.





    	 



    	 



    



Exhibit
I





Bank
Secrecy Act Policy


[***]