exv4w2






Exhibit 4.2




LENDINGCLUB CORPORATION




MEMBER PAYMENT DEPENDENT NOTES




 




INDENTURE




DATED AS OF [      , 2008]



 




WELLS FARGO BANK, NATIONAL ASSOCIATION,

AS TRUSTEE




 









 





CROSS REFERENCE TABLE1




	 	 	 	 	 	 	 
	TIA	 	 	 	INDENTURE
	SECTION	 	 	 	SECTION
	310

	 	(a)(1)
	 	 	6.8; 6.10	 
	 

	 	(a)(2)
	 	 	6.10	 
	 

	 	(a)(3)
	 	 	N.A.	 
	 

	 	(a)(4)
	 	 	N.A.	 
	 

	 	(a)(5)
	 	 	6.10	 
	 

	 	(b)
	 	 	6.8; 6.10	 
	 

	 	(c)
	 	 	N.A.	 
	311

	 	(a)
	 	 	6.11	 
	 

	 	(b)
	 	 	6.11	 
	 

	 	(c)
	 	 	N.A.	 
	312

	 	(a)
	 	 	2.6	 
	 

	 	(b)
	 	 	9.3	 
	 

	 	(c)
	 	 	9.3	 
	313

	 	(a)
	 	 	6.6	 
	 

	 	(b)
	 	 	6.6	 
	 

	 	(c)
	 	 	6.6; 9.2	 
	 

	 	(d)
	 	 	6.6	 
	314

	 	(a)
	 	 	3.2; 9.2	 
	 

	 	(b)
	 	 	N.A.	 
	 

	 	(c)(1)
	 	 	9.4	 
	 

	 	(c)(2)
	 	 	9.4	 
	 

	 	(c)(3)
	 	 	N.A.	 
	 

	 	(d)
	 	 	N.A.	 
	 

	 	(e)
	 	 	9.6	 
	 

	 	(f)
	 	 	3.3	 
	315

	 	(a)
	 	 	6.1	 
	 

	 	(b)
	 	 	6.5; 9.2	 
	 

	 	(c)
	 	 	6.1	 
	 

	 	(d)
	 	 	6.1	 
	 

	 	(e)
	 	 	5.11	 
	316

	 	(a)(1)(A)
	 	 	5.5	 
	 

	 	(a)(1)(B)
	 	 	5.4	 
	 

	 	(a)(2)
	 	 	N.A.	 
	 

	 	(b)
	 	 	5.7	 
	 

	 	(c)
	 	 	N.A.	 
	317

	 	(a)(1)
	 	 	5.8	 
	 

	 	(a)(2)
	 	 	5.9	 
	 

	 	(b)
	 	 	2.5	 
	318

	 	(a)
	 	 	9.1	 





N.A. means not applicable.






 




			
	1	 	Note: This Cross Reference Table shall not, for any
purpose, be deemed to be part of the Indenture.




 

















 










TABLE OF CONTENTS2




	 	 	 	 	 	 	 
	ARTICLE I

	 	DEFINITIONS AND INCORPORATION BY REFERENCE
	 	 	1	 
	 
	 	 	 	 	 	 
	 

	 	Section 1.1 DEFINITIONS
	 	 	1	 
	 

	 	Section 1.2 OTHER DEFINITIONS
	 	 	4	 
	 

	 	Section 1.3 INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT
	 	 	5	 
	 

	 	Section 1.4 RULES OF CONSTRUCTION
	 	 	5	 
	 
	 	 	 	 	 	 
	ARTICLE II

	 	THE SECURITIES
	 	 	5	 
	 
	 	 	 	 	 	 
	 

	 	Section 2.1 FORMS GENERALLY
	 	 	5	 
	 

	 	Section 2.2 TITLE, TERMS AND DENOMINATIONS
	 	 	6	 
	 

	 	Section 2.3 EXECUTION, AUTHENTICATION, DELIVERY AND DATING
	 	 	7	 
	 

	 	Section 2.4 REGISTRAR AND PAYING AGENT
	 	 	9	 
	 

	 	Section 2.5 PAYING AGENT TO HOLD MONEY AND SECURITIES IN TRUST
	 	 	9	 
	 

	 	Section 2.6 SECURITYHOLDER LISTS
	 	 	10	 
	 

	 	Section 2.7 TRANSFER
	 	 	10	 
	 

	 	Section 2.8 OUTSTANDING SECURITIES; DETERMINATIONS OF HOLDERS’ ACTION
	 	 	10	 
	 

	 	Section 2.9 CANCELLATION
	 	 	11	 
	 

	 	Section 2.10 PAYMENTS
	 	 	11	 
	 

	 	Section 2.11 PERSONS DEEMED OWNERS
	 	 	11	 
	 

	 	Section 2.12 CUSIP NUMBERS
	 	 	11	 
	 
	 	 	 	 	 	 
	ARTICLE III

	 	COVENANTS
	 	 	12	 
	 
	 	 	 	 	 	 
	 

	 	Section 3.1 PAYMENT OF SECURITIES
	 	 	12	 
	 

	 	Section 3.2 SEC REPORTS
	 	 	12	 
	 

	 	Section 3.3 COMPLIANCE CERTIFICATE; STATEMENT BY OFFICERS AS TO DEFAULT
	 	 	12	 
	 

	 	Section 3.4 FURTHER INSTRUMENTS AND ACTS
	 	 	12	 
	 

	 	Section 3.5 MAINTENANCE OF OFFICE OR AGENCY
	 	 	12	 
	 

	 	Section 3.6 MEMBER LOAN SERVICING
	 	 	13	 
	 
	 	 	 	 	 	 
	ARTICLE IV

	 	SUCCESSOR CORPORATION
	 	 	13	 
	 
	 	 	 	 	 	 
	 

	 	Section 4.1 WHEN COMPANY MAY MERGE OR TRANSFER ASSETS
	 	 	13	 
	 
	 	 	 	 	 	 
	ARTICLE V

	 	DEFAULTS AND REMEDIES
	 	 	14	 
	 
	 	 	 	 	 	 
	 

	 	Section 5.1 EVENTS OF DEFAULT
	 	 	14	 
	 

	 	Section 5.2 ACCELERATION
	 	 	15	 
	 

	 	Section 5.3 OTHER REMEDIES
	 	 	16	 








 




			
	2	 	Note: This Table of Contents shall not, for any
purpose, be deemed to be part of the Indenture.




- ii -









 










	 	 	 	 	 	 	 
	 

	 	Section 5.4 WAIVER OF PAST DEFAULTS
	 	 	16	 
	 

	 	Section 5.5 CONTROL BY MAJORITY
	 	 	16	 
	 

	 	Section 5.6 LIMITATION ON SUITS
	 	 	16	 
	 

	 	Section 5.7 RIGHTS OF HOLDERS TO RECEIVE PAYMENT
	 	 	17	 
	 

	 	Section 5.8 COLLECTION SUIT BY TRUSTEE
	 	 	17	 
	 

	 	Section 5.9 TRUSTEE MAY FILE PROOFS OF CLAIM
	 	 	17	 
	 

	 	Section 5.10 PRIORITIES
	 	 	18	 
	 

	 	Section 5.11 UNDERTAKING FOR COSTS
	 	 	18	 
	 

	 	Section 5.12 WAIVER OF STAY, EXTENSION OR USURY LAWS
	 	 	18	 
	 
	 	 	 	 	 	 
	ARTICLE VI

	 	TRUSTEE
	 	 	19	 
	 
	 	 	 	 	 	 
	 

	 	Section 6.1 DUTIES OF TRUSTEE
	 	 	19	 
	 

	 	Section 6.2 RIGHTS OF TRUSTEE
	 	 	20	 
	 

	 	Section 6.3 INDIVIDUAL RIGHTS OF TRUSTEE, ETC
	 	 	21	 
	 

	 	Section 6.4 TRUSTEE’S DISCLAIMER
	 	 	22	 
	 

	 	Section 6.5 NOTICE OF DEFAULTS
	 	 	22	 
	 

	 	Section 6.6 REPORTS BY TRUSTEE TO HOLDERS
	 	 	22	 
	 

	 	Section 6.7 COMPENSATION AND INDEMNITY
	 	 	22	 
	 

	 	Section 6.8 REPLACEMENT OF TRUSTEE
	 	 	23	 
	 

	 	Section 6.9 SUCCESSOR TRUSTEE BY MERGER
	 	 	24	 
	 

	 	Section 6.10 ELIGIBILITY; DISQUALIFICATION
	 	 	24	 
	 

	 	Section 6.11 PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY
	 	 	25	 
	 
	 	 	 	 	 	 
	ARTICLE VII

	 	SATISFACTION AND DISCHARGE
	 	 	25	 
	 
	 	 	 	 	 	 
	 

	 	Section 7.1 DISCHARGE OF LIABILITY ON SECURITIES
	 	 	25	 
	 

	 	Section 7.2 REPAYMENT TO THE COMPANY
	 	 	26	 
	 
	 	 	 	 	 	 
	ARTICLE VIII

	 	SUPPLEMENTAL INDENTURES
	 	 	26	 
	 
	 	 	 	 	 	 
	 

	 	Section 8.1 SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS
	 	 	26	 
	 

	 	Section 8.2 SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS
	 	 	27	 
	 

	 	Section 8.3 COMPLIANCE WITH TRUST INDENTURE ACT
	 	 	28	 
	 

	 	Section 8.4 REVOCATION AND EFFECT OF CONSENTS, WAIVERS AND ACTIONS
	 	 	28	 
	 

	 	Section 8.5 NOTATION ON OR EXCHANGE OF SECURITIES
	 	 	28	 
	 

	 	Section 8.6 TRUSTEE TO SIGN SUPPLEMENTAL INDENTURES
	 	 	28	 
	 

	 	Section 8.7 EFFECT OF SUPPLEMENTAL INDENTURES
	 	 	29	 
	 
	 	 	 	 	 	 
	ARTICLE IX

	 	MISCELLANEOUS
	 	 	29	 
	 
	 	 	 	 	 	 
	 

	 	Section 9.1 TRUST INDENTURE ACT CONTROLS
	 	 	29	 
	 

	 	Section 9.2 NOTICES
	 	 	29	 






- iii -









 






	 	 	 	 	 	 	 
	 

	 	Section 9.3 COMMUNICATION BY HOLDERS WITH OTHER HOLDERS
	 	 	30	 
	 

	 	Section 9.4 CERTIFICATE AND OPINION AS TO CONDITIONS PRECEDENT
	 	 	30	 
	 

	 	Section 9.5 FORM OF DOCUMENTS DELIVERED TO TRUSTEE
	 	 	30	 
	 

	 	Section 9.6 STATEMENTS REQUIRED IN CERTIFICATE OR OPINION
	 	 	31	 
	 

	 	Section 9.7 SEPARABILITY CLAUSE
	 	 	31	 
	 

	 	Section 9.8 RULES BY TRUSTEE, PAYING AGENT AND REGISTRAR
	 	 	31	 
	 

	 	Section 9.9 LEGAL HOLIDAYS
	 	 	31	 
	 

	 	Section 9.10 GOVERNING LAW AND JURISDICTION; WAIVER OF JURY TRIAL
	 	 	32	 
	 

	 	Section 9.11 NO RECOURSE AGAINST OTHERS
	 	 	32	 
	 

	 	Section 9.12 SUCCESSORS
	 	 	32	 
	 

	 	Section 9.13 EFFECT OF HEADINGS AND TABLE OF CONTENTS
	 	 	32	 
	 

	 	Section 9.14 BENEFITS OF INDENTURE
	 	 	33	 
	 

	 	Section 9.15 MULTIPLE ORIGINALS
	 	 	33	 
	 

	 	Section 9.16 FORCE MAJEURE
	 	 	33	 
	 
	 	 	 	 	 	 
	EXHIBIT A - FORM OF SECURITY	 	 	A-1	 






- iv -









 





     INDENTURE dated as of [      ], 2008, by and between LendingClub Corporation, a Delaware
corporation (“Company”), and Wells Fargo Bank, National Association, a national banking
association incorporated and existing under the laws of the United States of America, as trustee
(“Trustee”).



RECITALS OF THE COMPANY




     The Company has duly authorized the execution and delivery of this Indenture to provide for
the issuance from time to time of special limited obligations of the Company referred to as Member
Payment Dependent Notes (herein called the “Securities”) to be issued in series as in this
Indenture provided.



     For and in consideration of the premises and the purchase of the Securities by the Holders
thereof, it is mutually covenanted and agreed, for the equal and ratable benefit of the Holders of
the Securities or each series thereof as follows:



ARTICLE I




DEFINITIONS AND INCORPORATION BY REFERENCE




     Section 1.1 DEFINITIONS.



     “ACH System” means the Automated Clearing House system of the U.S. Federal Reserve
Board or a successor system providing electronic funds transfers between banks.



     “Affiliate” of any specified person means any other person directly or indirectly
controlling or controlled by or under direct or indirect common control with such specified person.
For the purposes of this definition, “Control” when used with respect to any specified person
means the power to direct or cause the direction of the management and policies of such person,
directly or indirectly, whether through the ownership of voting securities, by contract or
otherwise; and the terms “Controlling” and “Controlled” have meanings correlative to the foregoing.



     “Board of Directors” means the board of directors of the Company or any committee of
such board authorized with respect to any matter to exercise the powers of the Board of Directors
of the Company.



     “Board Resolution” means a copy of a resolution certified by the Secretary or an
Assistant Secretary of the Company to have been duly adopted by the Board of Directors and to be in
full force and effect on the date of such certification, and delivered to the Trustee.



     “Business Day” means, except as otherwise specified as contemplated by Section 2.2(c),
with respect to any Place of Payment or any other particular location referred to in this Indenture
or in the Securities, each Monday, Tuesday, Wednesday, Thursday and Friday that is (1) not a day on
which the ACH System is closed and (2) not a day on which banking institutions are authorized or
obligated by law or executive order to close in San Francisco, California or New York, New York.



 









 





     “Capital Stock” for any corporation means any and all shares, interests, rights to
purchase, warrants, options, participations or other equivalents of or interests in (however
designated) stock issued by that corporation.



     “Company” means the party named as the “Company” in the first paragraph of this
Indenture until a successor replaces it pursuant to the applicable provisions of this Indenture
and, thereafter, shall mean such successor.



     “Company Request” or “Company Order” means a written request or order signed
in the name of the Company by its Chairman of the Board, a Vice Chairman, its Chief Executive
Officer, its President or a Vice President, and by its Treasurer, an Assistant Treasurer, its
Secretary or an Assistant Secretary, and delivered to the Trustee or, with respect to Sections 2.1,
2.2(c), 2.3, and 6.2, any other employee of the Company named in an Officers’ Certificate delivered
to the Trustee.



     “Default” means any event which is, or after notice or passage of time or both would
be, an Event of Default.



     “Dollar” or “$” means a dollar or other equivalent unit in such coin or
currency of the United States as at the time shall be legal tender for the payment of public and
private debts.



     “Exchange Act” means the Securities Exchange Act of 1934, as amended.



     “Holder” or “Securityholder,” when used with respect to any Security, means,
the person in whose name a Security is registered on the Registrar’s books.



     “Indenture” means this Indenture, as amended or supplemented from time to time in
accordance with the terms hereof and shall include the terms of a particular series of Securities
established as contemplated in Section 2.2(c).



     “Unsuccessful Payment Fees” means any fee imposed by the Company in respect of a
Member Loan when the Company’s payment request is denied for any reason, including but not limited
to insufficient funds in the borrower member’s bank account or the closing of such bank account.



     “Interest Payment Date,” when used with respect to any Security, means the Stated
Maturity of an installment of interest on such Security.



     “Maturity,” when used with respect to any Security, means the date on which an
installment of Principal thereof or interest thereon becomes due and payable as therein or herein
provided, whether at the Stated Maturity, by declaration of acceleration, or otherwise.



     “Member Loan” means a loan to an individual borrower member loan originated through
the Company’s platform on its website www.lendingclub.com or any successor website, but only to the
extent such Member Loan has been financed by the Company with the proceeds of the Securities. For
the avoidance of doubt, the term “Member Loans” does not include any portion of an individual
borrower member loan originated through the Company’s platform that has been financed by the
Company from other sources of funding.



- 2 -









 





     “Member Loan Net Payments,” with respect to a Member Loan, means all Member Loan
Payments net of all applicable Service Charges.



     “Member Loan Payments,” with respect to a Member Loan, means all amounts received by
the Company, and not reversed through the ACH System within four Business Days, in connection with
the repayment of such Member Loan, including without limitation, all payments or prepayments of
principal and interest, any late fees and any amounts received by the Company upon collection
efforts; PROVIDED, that Member Loan Payments shall not include any Unsuccessful Payment Fees
received by the Company in respect of such Member Loan or any collection fees imposed in connection
with collection efforts on a delinquent Member Loan by the Company or by a third-party collection
agency.



     “Officer” means the Chairman of the Board, any Vice Chairman, the Chief Executive
Officer, the President, any Vice President, the Treasurer, the Secretary, any Assistant Treasurer
or any Assistant Secretary of the Company.



     “Officers’ Certificate” means a written certificate containing the information
specified in Sections 9.4 and 9.6, signed in the name of the Company by its Chairman of the Board,
a Vice Chairman, its Chief Executive Officer, its President or a Vice President, and by its
Treasurer, an Assistant Treasurer, its Secretary or an Assistant Secretary, and delivered to the
Trustee.



     “Opinion of Counsel” means a written opinion containing the information specified in
Sections 9.4 and 9.6, from legal counsel who is acceptable to the Trustee. The counsel may be an
employee of, or counsel to, the Company or the Trustee.



     “Payment Date” means any Principal Payment Date or Interest Payment Date.



     “Person” means any individual, corporation, partnership, joint venture, association,
joint-stock company, limited liability company, trust, unincorporated organization, or government
or any agency or political subdivision thereof.



     “Place of Payment,” when used with respect to the Securities of any series, means the
place or places where, subject to the provisions of Section 3.5, the Principal of and any interest
on the Securities of that series are payable as specified as contemplated by Section 2.2(c).



     “Principal” or “Principal Amount” of a Security, except as otherwise
specifically provided in this Indenture, means the outstanding principal of the Security.



     “Principal Payment Date,” when used with respect to any Security, means the Stated
Maturity of an installment of Principal on such Security.



     “Record Date” for the amounts payable on any Payment Date on the Securities of any
series means the date specified for that purpose as contemplated by Section 2.2(c).



     “SEC” means the Securities and Exchange Commission.



     “Securities” has the meaning stated in the first recital of this Indenture and more
particularly means any Securities authenticated and delivered under this Indenture.



- 3 -









 





     “Securities Act” means the Securities Act of 1933, as amended.



     “Securityholder” or “Holder,” when used with respect to any Security, means a
person in whose name a Security is registered on the Registrar’s books.



     “Service Charge” means, with respect to any Member Loan, 1.00% of all Member Loan
Payments received by the Company.



     “Stated Maturity,” when used with respect to any installment of Principal thereof or
interest thereon, means the date specified in such Security as the fixed date on which an amount
equal to such installment of Principal thereof or interest thereon is due and payable.



     “Subsidiary” means, with respect to any person, a corporation of which a majority of
the Capital Stock having voting power under ordinary circumstances to elect a majority of the board
of directors of such corporation is owned by (i) such person, (ii) such person and one or more
Subsidiaries or (iii) one or more Subsidiaries of such person.



     “TIA” means the Trust Indenture Act of 1939 as in effect on the date of this
Indenture, except as provided in Section 8.3.



     “Trust Officer” means , when used with respect to the Trustee, any officer within the
corporate trust department of the Trustee, including any vice president, assistant vice president,
trust officer or any other officer of the Trustee who customarily performs functions similar to
those performed by the Persons who at the time shall be such officers, respectively, or to whom any
corporate trust matter is referred because of such person’s knowledge of and familiarity with the
particular subject and who shall have direct responsibility for the administration of this
Indenture.



     “Trustee” means the party named as the “Trustee” in the first paragraph of this
Indenture until a successor replaces it pursuant to the applicable provisions of this Indenture
and, thereafter, shall mean such successor.



     “United States” means the United States of America, its territories, its possessions
(including the Commonwealth of Puerto Rico), and other areas subject to its jurisdiction.



     Section 1.2 OTHER DEFINITIONS.



	 	 	 	 	 
	 	 	Defined in
	Term	 	Section
	“Bankruptcy Law”
	 	 	5.1	 
	“Custodian”
	 	 	5.1	 
	“Defaulted Payment”
	 	 	2.10	 
	“Event of Default”
	 	 	5.1	 
	“Legal Holiday”
	 	 	9.9	 
	“Notice of Default”
	 	 	5.1	 
	“Outstanding”
	 	 	2.8	 
	“Paying Agent”
	 	 	2.4	 
	“Registrar”
	 	 	2.4	 






- 4 -









 






     Section 1.3 INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT. Whenever this Indenture refers
to a provision of the TIA, the provision is incorporated by reference in and made a part of this
Indenture. The following TIA terms used in this Indenture have the following meanings:



     “Commission” means the SEC.



     “Indenture Securities” means the Securities.



     “Indenture Security Holder” means a Holder or Securityholder.



     “Indenture to be Qualified” means this Indenture.



     “Indenture Trustee” or “Institutional Trustee” means the Trustee.



     “Obligor” on the indenture securities means the Company.



     All other TIA terms used in this Indenture that are defined by the TIA, defined by TIA
reference to another statute or defined by SEC rule have the meanings assigned to them by such
definitions.



     Section 1.4 RULES OF CONSTRUCTION. Unless the context otherwise requires:



          (i) a term has the meaning assigned to it;




          (ii) an accounting term not otherwise defined has the meaning assigned to it in accordance
with generally accepted accounting principles in the United States as in effect from time to time;




          (iii) “OR” is not exclusive;




          (iv) “INCLUDING” means including, without limitation; and




          (v) words in the singular include the plural, and words in the plural include the singular.




ARTICLE II




THE SECURITIES




     Section 2.1 FORMS GENERALLY. The Securities of each series and the certificate of
authentication in respect thereof shall be in substantially the form set forth on Exhibit A
as shall be established by delivery to the Trustee of a Company Order, in each case with such



- 5 -









 




appropriate insertions, omissions, substitutions and other variations as are required or
permitted by this Indenture, and may have such letters, numbers or other marks of identification
and such legends or endorsements placed thereon as may, consistently herewith, be determined by the
Officers executing such Securities as evidenced by their execution of the Securities. The
Securities shall be in fully registered form only and shall be printed, lithographed, engraved,
word processed or evidenced in electronic form or produced by any combination of these methods or
may be produced in any other manner, all as determined by the Officers executing such Securities as
evidenced by their execution of such Securities.




     Section 2.2 TITLE, TERMS AND DENOMINATIONS.



     (a) The aggregate Principal Amount of Securities that may be authenticated and delivered under
this Indenture shall be unlimited.



     (b) To the extent provided in, and except as otherwise permitted by, this Indenture, (1) the
Securities shall be special limited obligations of the Company and (2) no payments of Principal and
interest on the Securities of any series shall be payable unless the Company has received Member
Loan Payments in respect of the Member Loan corresponding to such series, and then shall be payable
equally and ratably on the Securities of such series only to the extent of the Member Loan Net
Payments related to the Member Loan corresponding to such series. No Holder of a Security shall
have any recourse against the Company unless and then only to the extent that the Company (1) has
failed to pay such Holder the Member Loan Net Payments in respect of the Member Loan corresponding
to such Holder’s Security or (2) has otherwise breached a covenant in this Indenture.



     (c) For each series of Securities there shall be established and, subject to Section 2.3, set
forth, or determined in the manner provided, in a Company Order:



          (1) the title of the Securities of the series (which shall distinguish the Securities of the
series from all other Securities);




          (2) the limit upon the aggregate Principal Amount of the Securities of the series which may be
authenticated and delivered under this Indenture (except for Securities authenticated and delivered
upon registration of transfer of Securities of the series pursuant to Sections 2.7 or 8.5);




          (3) the Member Loan that corresponds to Securities of the series;




          (4) the Stated Maturity and Payment Dates of the Securities of the series and the Record Date
for any amounts payable on any Payment Date;




          (5) the stated rate at which the Securities of the series shall bear interest;




          (6) the place or places where, subject to the provisions of Section 3.5, the Principal of and
or interest on Securities of the series shall be payable, any Securities of the series may be
surrendered for registration of transfer and notices and demands to or upon the Company in respect
of the Securities of the series and this Indenture may be served;




- 6 -









 








          (7) any restrictions on the transfer or transferability of Securities of the series;




          (8) the obligation, if any, of the Company to redeem Securities of the series at the option of
a Holder thereof, the conditions, if any, giving rise to such obligation, and the period or periods
within which, the price or prices at which and the terms and conditions upon which Securities of
the series shall be purchased, in whole or in part;




          (9) the denominations in which any Securities of the series shall be issuable, if other than
denominations of $25 and any integral multiple thereof;




          (10) any addition to or change in the Events of Default which apply to any Securities of the
series and any change in the right of the Trustee or the requisite Holders of such Securities to
declare the principal amount thereof due and payable pursuant to Section 5.2;




          (11) any addition to or change in the covenants set forth in Article III which apply to
Securities of the series; and




          (12) any other terms of the series (which terms shall not be inconsistent with the provisions
of this Indenture, except as permitted by Section 8.1(7)).




     All Securities of a series shall be substantially identical except as to denomination and
except as may otherwise be provided in or pursuant to a Company Order pursuant to this Section
2.2(c) or in any indenture supplemental hereto.



     (d) Prior to the issuance of the initial series of Securities under this Indenture, a copy of
the Board Resolution authorizing the execution, delivery and performance of this Indenture, shall
be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee
at or prior to the delivery of an Officers’ Certificate setting forth the general terms of the
Securities. Such Board Resolution and Officers’ Certificate shall provide general terms for
Securities and provide either that the specific terms of each series shall be specified in a
Company Order or that such terms shall be determined by the Company, or one or more of the
Company’s agents designated in an Officers’ Certificate, in accordance with the Company Order as
contemplated by Section 2.3.



     (e) Unless otherwise provided as contemplated by Section 2.2(c) with respect to any series of
Securities, any Securities of a series shall be issuable in denominations of $25 and any integral
multiple thereof.



     Section 2.3 EXECUTION, AUTHENTICATION, DELIVERY AND DATING. The Securities shall be executed
on behalf of the Company by its Chairman of the Board, one of its Vice Chairmen, its President or
one of its Vice Presidents, or the Treasurer or any Assistant Treasurer. The signature of any of
these officers on the Securities may be electronic, manual or facsimile.



     Securities bearing the electronic, manual or facsimile signatures of individuals who were at
any time the proper officers of the Company shall bind the Company, notwithstanding that such
individuals or any of them have ceased to hold such offices prior to the authentication and
delivery of such Securities or did not hold such offices at the date of such Securities.



- 7 -









 





     At any time and from time to time after the execution and delivery of this Indenture (and
subject to delivery of the Board Resolution and Officers’ Certificate as set forth in Section 2.2
prior to the issuance of the initial series of Securities), the Company may authenticate and
deliver Securities of any series and upon such authentication and delivery shall promptly provide a
record of all such Securities executed and authenticated by the Company to the Trustee, together
with a copy of the Company Order authorizing the authentication and delivery of such Securities;



     In addition, prior to the issuance of the initial series of Securities, the Trustee shall
receive, and shall be fully protected in conclusively relying upon, an Opinion of Counsel stating:



     (a) that the forms of such Securities have been, and the terms of such Securities (when
established in accordance with such procedures as may be specified from time to time in a Company
Order, all as contemplated by and in accordance with a Board Resolution pursuant to Section 2.2(d),
as the case may be) will have been, duly authorized by the Company and established in conformity
with the provisions of this Indenture;



     (b) that such Securities, when (1) executed by the Company, (2) completed, authenticated and
delivered by the Company in accordance with this Indenture, and (3) issued by the Company in the
manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid
and legally binding obligations of the Company, enforceable in accordance with their terms, subject
to customary exceptions; and



     (c) that all laws and requirements in respect of the execution and delivery by the Company of
such Securities have been complied with.



     The Trustee may conclusively rely, as to the authorization by the Company of any series of
Securities, the form and terms thereof and the legality, validity, binding effect and
enforceability thereof, upon the Opinion of Counsel and other documents delivered pursuant to
Sections 2.1, 2.2(c) and 2.2(d) and this Section, as applicable, at or prior to the time of the
first authentication of Securities of the initial series of Securities unless and until it has
received written notification that such opinion or other documents have been superseded or revoked.
In connection with the authentication and delivery of Securities, the Trustee shall be entitled to
assume, unless it has received written notice to the contrary or any of its Trust Officers has
actual knowledge to the contrary, that the Company’s authentication and delivery such Securities do
not violate any rules, regulations or orders of any governmental agency or commission having
jurisdiction over the Company.



     Each Security shall be dated the date of its authentication.



     The Company may appoint an authenticating agent acceptable to the Trustee to authenticate
Securities. Unless otherwise provided in the appointment, an authenticating agent may authenticate
Securities whenever the Company may do so. Each reference in this Indenture to authentication by
the Company includes authentication by such agent.



     No Security shall be entitled to any benefit under this Indenture or be valid or obligatory
for any purpose unless there appears on such Security a certificate of authentication substantially
in the form provided for herein duly executed by the Company by electronic or manual signature of
an authorized signatory, and such certificate upon any Security shall be conclusive evidence,



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and the only evidence, that such Security has been duly authenticated and delivered hereunder.
The Company’s certificate of authentication shall be in substantially the following form:



     This is one of the Securities of the series designated therein referred to in the
within-mentioned Indenture.



	 	 	 	 	 
	 	LENDINGCLUB CORPORATION

as Authenticating Agent

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




     Section 2.4 REGISTRAR AND PAYING AGENT. The Company shall maintain, with respect to each
series of Securities, an office or agency where such Securities may be presented for registration
of transfer or for exchange (“Registrar”) and an office or agency where such Securities may
be presented for purchase or payment (“Paying Agent”). The Registrar shall keep a register
of the Securities and of their transfer and exchange. The Company may have one or more
co-registrars and one or more additional paying agents. The term Paying Agent includes any
additional paying agent.



     The Company shall enter into an appropriate agency agreement with respect to each series of
Securities with any Registrar, Paying Agent or co-registrar. The agreement shall implement the
provisions of this Indenture that relate to such agent. The Company shall notify the Trustee of
the name and address of any such agent. The Company or any Subsidiary or an Affiliate of either of
them may act as Paying Agent, Registrar or co-registrar.



     The Company initially will serve as the Registrar and Paying Agent in connection with such
Securities.



     Section 2.5 PAYING AGENT TO HOLD MONEY AND SECURITIES IN TRUST. Except as otherwise provided
herein, prior to or on each due date of payments in respect of any series of Securities, the
Company shall deposit with the Paying Agent with respect to such Securities a sum of money
sufficient to make such payments when so becoming due. The Company shall require each Paying Agent
(other than the Trustee or the Company) to agree in writing that the Paying Agent shall hold in
trust for the benefit of Holders or the Trustee all money held by such Paying Agent for the making
of payments in respect of the Securities of such series and shall notify the Trustee in writing of
any default by the Company in making any such payment. At any time during the continuance of any
such default, a Paying Agent shall, upon the written request of the Trustee, forthwith pay to the
Trustee all money so held in trust with respect to such Securities. If the Company, a Subsidiary
or an Affiliate of either of them acts as Paying Agent for a series of Securities, it shall
segregate the money held by it as Paying Agent with respect to such Securities and hold it as a
separate trust fund. The Company at any time may require a Paying Agent for a series of Securities
to pay all money held by it with



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respect to such Securities to the Trustee and to account for any money disbursed by it. Upon
doing so, such Paying Agent shall have no further liability for the money.



     Section 2.6 SECURITYHOLDER LISTS. The Trustee shall preserve in as current a form as is
reasonably practicable the most recent list available to it of the names and addresses of Holders
of each series of Securities. The Company shall cause to be furnished to the Trustee at least
monthly on the first business day of each month a listing of Holders of each series of Securities
dated within 15 days of the date on which the list is furnished and at such other times as the
Trustee may request in writing a list in such form and as of such date as the Trustee may
reasonably require of the names and addresses of Securityholders of each series of Securities.



     Section 2.7 TRANSFER. Subject to any limitations on transferability set forth in a Security,
upon surrender for registration of transfer of such Security at the office or agency of the Company
designated pursuant to Section 3.5 for such purpose in a Place of Payment, the Company shall
execute, authenticate and deliver, in the name of the designated transferee or transferees, one or
more new Securities of any authorized denomination or denominations of a like aggregate Principal
Amount and tenor. The Company may (1) impose a reasonable service charge for any registration of
transfer or exchange, which service charge shall be described on the Company’s website
www.lendingclub.com and may be changed or waived from time to time and (2) the Company may require
payment of a sum sufficient to pay all taxes, assessments or other governmental charges that may be
imposed in connection with the transfer of the Securities from the Securityholder requesting such
transfer.



     All Securities issued upon any registration of transfer of Securities shall be the valid
obligations of the Company, evidencing the same debt, and entitled to the same benefits under this
Indenture, as the Securities surrendered upon such registration of transfer.



     Every Security presented or surrendered for registration of transfer shall be accompanied by a
written instrument of transfer in form satisfactory to the Company and the Registrar duly executed,
by the Holder thereof or his attorney duly electronically or in writing.



     Section 2.8 OUTSTANDING SECURITIES; DETERMINATIONS OF HOLDERS’ ACTION. Securities of any
series “Outstanding” at any time are, as of the date of determination, all the Securities of such
series theretofore authenticated by the Company for such series except for those cancelled by it,
those delivered to it for cancellation and those described in this Section 2.8 as not outstanding.
A Security does not cease to be “Outstanding” because the Company or an Affiliate thereof is the
Holder of the Security; PROVIDED, HOWEVER, that in determining whether the Holders of the requisite
Principal Amount of Outstanding Securities have given or concurred in any request, demand,
authorization, direction, notice, consent or waiver hereunder, Securities owned by the Company or
any Affiliate of the Company shall be disregarded and deemed not to be outstanding, except that, in
determining whether the Trustee shall be protected in conclusively relying upon any such request,
demand, authorization, direction, notice, consent or waiver, only Securities which a Trust Officer
of the Trustee actually knows to be so owned shall be so disregarded. Securities so owned which
have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the
satisfaction of the Trustee the pledgee’s right so to act with respect to such Securities and that
the pledgee is not the Company or any



- 10 -









 







Affiliate of the Company. Subject to the foregoing, only Securities outstanding at the time
of such determination shall be considered in any such determination.



     If the Paying Agent (other than the Company) holds, in accordance with this Indenture, on the
final Stated Maturity, money sufficient to pay Securities payable on that date in full, then on and
after that date such Securities shall cease to be Outstanding.



     Section 2.9 CANCELLATION. All Securities surrendered for payment, or registration of
transfer, shall, if surrendered to any person other than the Company, be delivered to the Company
and all Securities so delivered shall be promptly cancelled by it. The Company may at any time
cancel any Securities previously authenticated and delivered hereunder which the Company may have
acquired in any manner whatsoever and may cancel any Securities previously authenticated hereunder
that the Company has not issued and sold. The Company may not reissue, or issue new Securities to
replace, Securities it has cancelled.



     No Securities shall be authenticated in lieu of or in exchange for any Securities cancelled as
provided in this Section, except as expressly permitted in the form of Securities for any
particular series or as permitted by this Indenture.



     Section 2.10 PAYMENTS. Payment of Principal and interest on any Security which is payable,
and is punctually paid or duly provided for, on any Payment Date shall be paid to the person in
whose name that Security is registered at the close of business on the Record Date for such Payment
Date.



     Any payments on any Security of any series which is payable, but is not punctually paid or
duly provided for, on any Payment Date (herein called “Defaulted Payment”) shall forthwith
cease to be payable to the Holder on the relevant Record Date, and such Defaulted Payment may be
paid by the Company to the Holder of the Security on a record date chosen by the Company and in any
lawful manner, if, after notice given by the Company to the Trustee of the proposed payment
pursuant to this Clause, such manner of payment shall be deemed practicable by the Trustee.



     Subject to the foregoing provisions of this Section and Section 2.7, each Security delivered
under this Indenture upon registration of transfer of any other Security shall carry the rights to
payments, which were carried by such other Security.



     Section 2.11 PERSONS DEEMED OWNERS. Prior to due presentment of a Security for registration
of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the
person in whose name such Security is registered as the owner of such Security for the purpose of
receiving payment of Principal of and interest on such Security and for all other purposes
whatsoever, whether or not such Security be overdue, and neither the Company, the Trustee nor any
agent of the Company or the Trustee shall be affected by notice to the contrary.



     Section 2.12 CUSIP NUMBERS. The Company in issuing the Securities may use “CUSIP” numbers (if
then generally in use), and, if so, the Trustee shall use “CUSIP” numbers in notices of redemption
as a convenience to Holders; provided that any such notice may state that no representation is made
as to the correctness of such numbers either as printed on the



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Securities or as contained in any notice of a redemption and that reliance may be placed only
on the other identification numbers printed on the Securities, and any such redemption shall not be
affected by any defect in or omission of such numbers. The Company will promptly notify the
Trustee in writing of any change in the “CUSIP” numbers.



ARTICLE III




COVENANTS




     Section 3.1 PAYMENT OF SECURITIES. The Company shall promptly make all payments in respect of
each series of Securities in lawful money of the United States on the dates and in the manner
provided in the Securities but solely from the sources provided pursuant to Section 2.2(b) and, to
the extent not otherwise so provided, pursuant to this Indenture. The Company shall have no
liability or obligation with respect to the payment of the purchase price of any Securities except
to the extent of the Member Loan Net Payments in respect of the Member Loan corresponding to such
series. At the Company’s option, payments of Principal or interest may be made by check or by
transfer to an account maintained by the payee.



     Section 3.2 SEC REPORTS. The Company shall file with the Trustee, within 15 days after it
files such annual and quarterly reports, information, documents and other reports with the SEC,
copies of its annual report and of the information, documents and other reports (or copies of such
portions of any of the foregoing as the SEC may by rules and regulations prescribe) which the
Company is required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. The
Company also shall comply with the other provisions of TIA Section 314(a).



     Section 3.3 COMPLIANCE CERTIFICATE; STATEMENT BY OFFICERS AS TO DEFAULT. The Company shall
deliver to the Trustee within 120 days after the end of each fiscal year (beginning with the fiscal
year ending on March 31, 2009) an Officers’ Certificate, one of the signers of which shall be the
principal executive officer, principal financial officer or principal accounting officer of the
Company, stating whether or not the signers know of any Default that occurred during such period.
If they do, such Officers’ Certificate shall describe the Default and its status.



     The Company shall deliver to the Trustee, as soon as possible and in any event within five
days after the Company becomes aware of the occurrence of any Event of Default or an event which,
with notice or the lapse of time or both, would constitute an Event of Default, an Officers’
Certificate setting forth the details of such Event of Default or default and the action which the
Company proposes to take with respect thereto.



     Section 3.4 FURTHER INSTRUMENTS AND ACTS. Upon request of the Trustee, the Company will
execute and deliver such further instruments and do such further acts as may be reasonably
necessary or proper to carry out more effectively the purposes of this Indenture.



     Section 3.5 MAINTENANCE OF OFFICE OR AGENCY. The Company will maintain in each Place of
Payment for such series an office or agency where Securities of that series may be presented or
surrendered for payment, where Securities of that series may be surrendered for registration of
transfer or exchange and where notices and demands to or upon



- 12 -









 








the Company in respect of the Securities of that series and this Indenture may be served. The
office of the Company at 440 North Wolfe Road, Sunnyvale, California
94085 shall be such office or agency for all of the
aforesaid purposes unless the Company shall maintain some other office or agency for such purposes
and shall give prompt written notice to the Trustee of the location, and any change in the
location, of such other office or agency.




     The Company may also from time to time designate one or more other offices or agencies where
the Securities of one or more series may be presented or surrendered for any or all such purposes
and may from time to time rescind such designations; PROVIDED, HOWEVER, that no such designation or
rescission shall in any manner relieve the Company of its obligation to maintain an office or
agency in accordance with the requirements set forth above for Securities of any series for such
purposes. The Company will give prompt written notice to the Trustee of any such designation or
rescission and of any change in the location of any such other office or agency.



     Section 3.6 MEMBER LOAN SERVICING.



     (a) With respect to each series of Securities, the Company shall use commercially reasonable
efforts to service and collect the Member Loan corresponding to such series, in good faith,
accurately and in accordance with industry standards customary for servicing loans such as the
Member Loans. Notwithstanding the generality of the foregoing, (1) referral of a delinquent Member
Loan to a collection agency on the 31st day of its delinquency shall be deemed to
constitute commercially reasonable servicing and collection efforts; and (2) the Company shall have
the right, at any time and from time to time, to amend or waive any term of such Member Loan, or in
the case of a Member Loan that is more than 120 days delinquent, to cancel such Member Loan without
the consent of any Holder of any Securities of the series corresponding to such Member Loan.



     (b) With respect to each series of Securities, the Company shall use commercially reasonable
efforts to maintain backup servicing arrangements providing for the Member Loan corresponding to
such series to be serviced and collected in good faith, accurately and in accordance with industry
standards customary for servicing loans such as the Member Loans.



ARTICLE IV




SUCCESSOR CORPORATION




     Section 4.1 WHEN COMPANY MAY MERGE OR TRANSFER ASSETS. The Company shall not consolidate with
or merge with or into any other person or convey, transfer or lease its properties and assets
substantially as an entirety to any person, unless:



     (a) either (1) the Company shall be the continuing corporation or (2) the person (if other
than the Company) formed by such consolidation or into which the Company is merged or the person
which acquires by conveyance, transfer or lease the properties and assets of the Company
substantially as an entirety (i) shall be a corporation, limited liability company, partnership or
trust organized and validly existing under the laws of the United States or any state thereof or
the District of Columbia and (ii) shall expressly assume, by an indenture



- 13 -









 







supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the
Trustee, all of the obligations of the Company under the Securities and this Indenture;



     (b) immediately after giving effect to such transaction, no Default shall have occurred and be
continuing; and



     (c) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of
Counsel, each stating that such consolidation, merger, conveyance, transfer or lease and, if a
supplemental indenture is required in connection with such transaction, such supplemental
indenture, comply with this Article and that all conditions precedent herein provided for relating
to such transaction have been satisfied.



     The successor person formed by such consolidation or into which the Company is merged or the
successor person to which such conveyance, transfer or lease is made shall succeed to, and be
substituted for, and may exercise every right and power of the Company under this Indenture with
the same effect as if such successor had been named as the Company herein; and thereafter, except
in the case of a lease of its properties and assets substantially as an entirety, the Company shall
be discharged from all obligations and covenants under this Indenture, and the Securities.



ARTICLE V




DEFAULTS AND REMEDIES




     Section 5.1 EVENTS OF DEFAULT. Unless otherwise specified as contemplated by Section 2.2(c)
with respect to any series of securities, an “Event of Default” occurs, with respect to
each series of the Securities individually, if:



          (1) the Company defaults, subject in each case, to the limitations set forth in Sections
2.2(b) and 3.1 and in the Securities in the payment of any Principal of, or interest upon, any
Security of such series when the same becomes due and payable and continuance of such default for a
period of 30 days;




          (2) the Company fails to comply with any of its agreements in the Securities or this Indenture
(other than those referred to in clause (1) above and other than a covenant or warranty a default
in whose performance or whose breach is elsewhere in this Section specifically dealt with or which
has been expressly included in this Indenture solely for the benefit of a series of Securities
other than such series) and such failure continues for 90 days after receipt by the Company of a
Notice of Default PROVIDED, HOWEVER, that if the Company shall proceed to take curative action
which, if begun and prosecuted with due diligence, cannot be completed within a period of 90 days
then such period shall be increased to such extent as shall be necessary to enable the Company
diligently to complete such curative action;




          (3) there shall have been the entry by a court of competent jurisdiction of (a) a decree or
order for relief in respect of the Company in an involuntary case or proceeding under any
applicable Bankruptcy Law or (b) a decree or order adjudging the Company bankrupt or insolvent, or
seeking reorganization, arrangement, adjustment or composition of or in respect of




- 14 -









 







the Company under any applicable federal or state law, or appointing a custodian, receiver,
liquidator, assignee, trustee, sequestrator (or other similar official) of the Company or of any
substantial part of its property, or ordering the wind up or liquidation of its affairs, and any
such decree or order for relief shall continue to be in effect, or any such other decree or order
shall be unstayed and in effect, for a period of 60 consecutive days;




          (4) (a) the Company commences a voluntary case or proceeding under any applicable Bankruptcy
Law or any other case or proceeding to be adjudicated bankrupt or insolvent, (b) the Company
consents to the entry of a decree or order for relief in respect of the Company in an involuntary
case or proceeding under any applicable Bankruptcy Law or to the commencement of any bankruptcy or
insolvency case or proceeding against it, (c) the Company files a petition or answer or consent
seeking reorganization or substantially comparable relief under any applicable federal state law,
(d) the Company (x) consents to the filing of such petition or the appointment of, or taking
possession by, a custodian, receiver, liquidator, assignee, trustee, sequestrator or similar
official of the Company or of any substantial part of its property, (y) makes an assignment for the
benefit of creditors or (z) admits in writing its inability to pay its debts generally as they
become due or (e) the Company takes any corporate action in furtherance of any such actions in this
clause (4); or




          (5) any other Event of Default provided with respect to Securities of that series.




     “Bankruptcy Law” means Title 11, United States Code, or any similar federal or state
law for the relief of debtors. “Custodian” means any receiver, trustee, assignee,
liquidator, custodian or similar official under any Bankruptcy Law.



     A Default under clause (2) above is not an Event of Default until the Trustee notifies the
Company, or the Holders of at least 25% in aggregate Principal Amount of the Outstanding Securities
of all series for which such Default exists notify the Company and the Trustee, of the Default and
the Company does not cure such Default within the time specified in clause (2) above after receipt
of such notice. Any such notice must specify the Default, demand that it be remedied and state
that such notice is a “Notice of Default.”



     Section 5.2 ACCELERATION. If an Event of Default specified in Section 5.1(3) or (4) occurs
and is continuing, the Principal (or portion thereof) of all the Securities shall become and be
immediately due and payable without any declaration or other act on the part of the Trustee or any
Securityholders, notwithstanding the second sentence of Section 3.1 hereof and without respect to
whether there are or will be Member Loan Net Payments in respect of the Member Loans corresponding
to the Securities. The Holders of a majority in aggregate Principal Amount of all Outstanding
Securities, by notice to the Trustee (and without notice to any other Securityholder) may rescind
an acceleration and its consequences if (i) the rescission would not conflict with any judgment or
decree, and (ii) all Events of Default specified in Section 5.1(3) or (4) have been cured or
waived. No such rescission shall affect any subsequent Default or impair any right consequent
thereto. For avoidance of doubt, there shall be no acceleration of the Principal (or portion
thereof) of any Securities upon the occurrence of and Event of Default other than an Event of
Default specified in Section 5.1(3) or (4).



- 15 -









 





     Section 5.3 OTHER REMEDIES. If an Event of Default with respect to a series of Outstanding
Securities occurs and is continuing, the Trustee may pursue any available remedy to (a) collect the
payment of the whole amount then due and payable on such Securities for Principal and interest,
with interest upon the overdue Principal and, to the extent that payment of such interest shall be
legally enforceable, upon overdue installments of interest from the date such interest was due, at
the rate or rates prescribed therefor in such Securities and, in addition thereto, such further
amount as shall be sufficient to cover the costs and expenses of collection, including amounts due
the Trustee under Section 6.7 or (b) enforce the performance of any provision of the Securities or
this Indenture.



     The Trustee may maintain a proceeding even if the Trustee does not possess any of the
Securities or does not produce any of the Securities in the proceeding. A delay or omission by the
Trustee or any Securityholder in exercising any right or remedy accruing upon an Event of Default
shall not impair the right or remedy or constitute a waiver of, or acquiescence in, the Event of
Default. No remedy is exclusive of any other remedy. All available remedies are cumulative.



     Section 5.4 WAIVER OF PAST DEFAULTS. The Holders of a majority in aggregate Principal Amount
of the Outstanding Securities of any series, by notice to the Trustee (and without notice to any
other Securityholder), may on behalf of the Holders of all the Securities of such series waive an
existing Default with respect to such series and its consequences except (1) an Event of Default
described in Section 5.1(1) with respect to such series or (2) a Default in respect of a provision
that under Section 8.2 cannot be amended without the consent of the Holder of each Outstanding
Security of such series affected. When a Default is waived, it is deemed cured, but no such waiver
shall extend to any subsequent or other Default or impair any consequent right.



     Section 5.5 CONTROL BY MAJORITY. The Holders of a majority in aggregate Principal Amount of
the Outstanding Securities may direct the time, method and place of conducting any proceeding for
any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee
with respect to the Securities. However, the Trustee may refuse to follow any direction that
conflicts with law or this Indenture or that the Trustee determines in good faith is unduly
prejudicial to the rights of other Securityholders or would involve the Trustee in personal
liability.



     Section 5.6 LIMITATION ON SUITS. A Holder of any Security of any series may not pursue any
remedy with respect to this Indenture or the Securities unless:



          (1) the Holder gives to the Trustee written notice stating that an Event of Default with
respect to the Securities of that series is continuing;




          (2) the Holders of at least 25% in aggregate Principal Amount of the Outstanding Securities of
that series make a written request to the Trustee to pursue the remedy;




          (3) such Holder or Holders offer to the Trustee security or indemnity satisfactory to it
against any loss, liability or expense satisfactory to the Trustee;





- 16 -











 





          (4)
the Trustee does not comply with the request within 60 days after receipt of the notice, the request and the offer of security or indemnity; and




          (5)
the Holders of a majority in aggregate Principal Amount of the Outstanding Securities of that series do not give the Trustee a direction inconsistent with such request during such 60-day period.




     A Securityholder may not use this Indenture to prejudice the rights of any other
Securityholder or to obtain a preference or priority over any other Securityholder (it being
understood that the Trustee does not have an affirmative duty to ascertain whether or not such
actions or forbearances are unduly prejudicial to such Holders).



     Section 5.7 RIGHTS OF HOLDERS TO RECEIVE PAYMENT. Notwithstanding any other provision of this
Indenture, the right, which is absolute and unconditional, of any Holder of any Security to receive
payment of the Principal of and (subject to Section 2.10) interest on such Security on the Stated
Maturity or Maturities expressed in such Security held by such Holder, on or after the respective
due dates expressed in the Securities, or to bring suit for the enforcement of any such payment on
or after such respective dates, shall not be impaired or affected adversely without the consent of
each such Holder.



     Section 5.8 COLLECTION SUIT BY TRUSTEE. If an Event of Default described in Section 5.1(1)
with respect to Securities of any series occurs and is continuing, the Trustee may recover judgment
in its own name and as trustee of an express trust against the Company for the whole amount owing
with respect to such series of Securities and the amounts provided for in Section 6.7.



     Section 5.9 TRUSTEE MAY FILE PROOFS OF CLAIM. In case of the pendency of any receivership,
insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other
judicial proceeding relative to the Company or any other obligor upon the Securities or the
property of the Company or of such other obligor or their creditors, the Trustee (irrespective of
whether the Principal of the Securities shall then be due and payable as therein expressed or by
declaration or otherwise and irrespective of whether the Trustee shall have made any demand on the
Company for the payment of overdue Principal or interest) shall be entitled and empowered, by
intervention in such proceeding or otherwise,



     (a) to file and prove a claim for the whole amount of Principal and interest owing and unpaid
in respect of the Securities and to file such other papers or documents as may be necessary or
advisable in order to have the claims of the Trustee (including any claim for the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents and counsel and any
other amount due the Trustee under Section 6.7) and of the Holders of Securities allowed in such
judicial proceeding,



     (b) to terminate the Company’s rights to service the Member Loans and require the substitution
of a backup servicer in place of the Company, and



     (c) to collect and receive any moneys or other property payable or deliverable on any such
claims and to distribute the same; and any custodian, receiver, assignee, trustee, liquidator,
sequestrator or similar official in any such judicial proceeding is hereby authorized by each



- 17 -









 







Holder of Securities to make such payments to the Trustee and, in the event that the Trustee
shall consent to the making of such payments directly to the Holders of Securities, to pay the
Trustee any amount due it for the reasonable compensation, expenses, disbursements and advances of
the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 6.7.



     Nothing herein contained shall be deemed to authorize the Trustee or the holders of Securities
to authorize or consent to or accept or adopt on behalf of any Holder of a Security any plan of
reorganization, arrangement, adjustment or composition affecting the Securities or the rights of
any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Holder of a
Security in any such proceeding.



     Section 5.10 PRIORITIES. If the Trustee collects any money pursuant to this Article V, it
shall pay out the money in the following order and, in case of the distribution of such money on
account of Principal or interest, upon presentation of the Securities, or both, as the case may be,
and the notation thereon of the payment if only partially paid and upon surrender thereof if fully
paid:



     FIRST: to the Trustee for amounts due under Section 6.7;



     SECOND: to Securityholders for amounts due and unpaid for the Principal and interest on the
Securities in respect of which or for the benefit of which such money has been collected, ratably,
without preference or priority of any kind, according to the amounts due and payable on such
Securities for Principal and interest, respectively; and



     THIRD: the balance, if any, to the Company.



     The Trustee may fix a record date and payment date for any payment to Securityholders pursuant
to this Section 5.10. At least 15 days before such record date, the Company shall mail or
electronically transmit to each Securityholder and the Trustee a notice that states the record
date, the payment date and amount to be paid.



     Section 5.11 UNDERTAKING FOR COSTS. In any suit for the enforcement of any right or remedy
under this Indenture or in any suit against the Trustee for any action taken or omitted by it as
Trustee, a court in its discretion may require the filing by any party litigant (other than the
Trustee) in the suit of an undertaking to pay the costs of the suit, and the court in its
discretion may assess reasonable costs, including reasonable attorneys’ fees and expenses, against
any party litigant in the suit, having due regard to the merits and good faith of the claims or
defenses made by the party litigant. This Section 5.11 does not apply to a suit by the Trustee, a
suit by a Holder pursuant to Section 5.7 or a suit by Holders of more than 10% in aggregate
Principal Amount of the Outstanding Securities of any series, or to any suit instituted by any
Holder of any Security or coupon for the enforcement of the payment of the Principal of or interest
on any Security or the payment of any coupon on or after the Stated Maturity or Maturities
expressed in such Security.



     Section 5.12 WAIVER OF STAY, EXTENSION OR USURY LAWS. The Company covenants (to the extent
that it may lawfully do so) that it will not at any time insist upon, or plead, or in any manner
whatsoever claim or take the benefit or advantage of, any stay or extension law or any usury or
other law wherever enacted, now or at any time hereafter in force,



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which may affect the covenants or the performance of this Indenture; and the Company (to the
extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such
law, and covenants that it will not hinder, delay or impede the execution of any power herein
granted to the Trustee, but will suffer and permit the execution of every such power as though no
such law had been enacted.



ARTICLE VI




TRUSTEE




     Section 6.1 DUTIES OF TRUSTEE.



     (a) If an Event of Default has occurred and is continuing, the Trustee shall exercise the
rights and powers vested in it by this Indenture and use the same degree of care and skill in its
exercise as a prudent person would exercise or use under the circumstances in the conduct of his or
her own affairs.



     (b) Except during the continuance of an Event of Default with respect to Securities of any
series:



          (1) the Trustee need perform only those duties that are specifically set forth in this
Indenture and no implied covenants or obligations shall be read into this Indenture against the
Trustee; and




          (2) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the
truth of the statements and the correctness of the opinions expressed therein, upon certificates or
opinions furnished to the Trustee and conforming to the requirements of this Indenture. However,
in the case of any such certificates or opinions which by any provision hereof are specifically
required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to
determine whether or not they conform to the requirements of this Indenture (but need not confirm
or investigate the accuracy of mathematical calculations or other facts stated therein).




     (c) The Trustee may not be relieved from liability for its own negligent action, its own
negligent failure to act or its own willful misconduct, except that:



          (1) this paragraph (c) does not limit the effect of paragraph (b) of this Section 6.1;




          (2) the Trustee shall not be liable for any error of judgment made in good faith by a Trust
Officer unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and




          (3) the Trustee shall not be liable with respect to any action it takes or omits to take in
good faith in accordance with a direction received by it pursuant to Section 5.5 or exercising any
trust or power conferred upon the Trustee under this Indenture.




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     (d) Every provision of this Indenture that in any way relates to the Trustee is subject to
paragraphs (a), (b), (c) and (e) of this Section 6.1.



     (e) The Trustee may refuse to perform any duty or exercise any right or power or extend or
risk its own funds or otherwise incur any financial liability unless it receives indemnity
satisfactory to it against any loss, liability or expense.



     (f) Money held by the Trustee in trust hereunder need not be segregated from other funds
except to the extent required by law. The Trustee shall not be liable for any interest on any
money received by it except as the Trustee may otherwise agree in writing with the Company.



     Section 6.2 RIGHTS OF TRUSTEE.



     (a) The Trustee may conclusively rely on any document believed by it to be genuine and to have
been signed or presented by the proper person. The Trustee need not investigate any fact or matter
stated in the document.



     (b) Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate
or an Opinion of Counsel. The Trustee shall not be liable for any action it takes or omits to take
in good faith in reliance on such Officers’ Certificate or Opinion of Counsel.



     (c) The Trustee shall not be liable for any action it takes or omits to take in good faith
which it believes to be authorized or within its rights or powers.



     (d) The Trustee may conclusively rely and shall be protected in acting or refraining from
acting upon any resolution, Officers’ Certificate, Opinion of Counsel (or both), Company Order or
any other certificate, statement, instrument, opinion, report, notice, request, consent, order,
bond, debenture, note, coupon, security or other paper believed to be genuine and to have been
signed or presented by the proper party or parties.



     (e) Any request, direction, order or demand of the Company mentioned herein shall be
sufficiently evidenced by an Officers’ Certificate (unless other evidence in respect thereof be
herein specifically prescribed); and any resolution of the Board of Directors may be evidenced to
the Trustee by a copy thereof certified by the secretary or an assistant secretary of the Company.



     (f) The Trustee may consult with counsel of its selection and any advice or Opinion of Counsel
shall be full and complete authorization and protection in respect of any action taken, suffered or
omitted to be taken by it hereunder in good faith and in reliance thereon in accordance with such
advice or Opinion of Counsel.



     (g) The Trustee shall be under no obligation to exercise any of the trusts or powers vested in
it by this Indenture at the request, order or direction of any of the Securityholders pursuant to
the provisions of this Indenture, unless such Securityholders shall have offered to the Trustee
security or indemnity satisfactory to it against the costs, expenses and liabilities which might be
incurred therein or thereby.



     (h) Prior to the occurrence of an Event of Default hereunder and after the curing or waiving
of all Events of Default, the Trustee shall not be bound to make any investigation into



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the facts or matters stated in any resolution, certificate, statement, instrument, opinion,
report, notice, request, consent, order, approval, appraisal, bond, debenture, note, security or
other paper or document unless requested in writing to do so by the Holders of not less than a
majority in the aggregate principal amount of the Securities of such series then Outstanding;
PROVIDED, that, if the payment within a reasonable time to the Trustee of the costs, expenses or
liabilities likely to be incurred by it in the making of any such investigation is, in the opinion
of the Trustee, not reasonably assured to the Trustee by the security afforded to it by the terms
of this Indenture, the Trustee may require indemnity satisfactory to it against such expense or
liabilities as a condition to proceeding; the reasonable expense of every such investigation shall
be paid by the Company or, if paid by the Trustee or any predecessor trustee, shall be repaid by
the Company upon demand.



     (i) The Trustee may execute any of the trusts or powers hereunder or perform any duties
hereunder either directly or by or through agents or attorneys not regularly in its employ and the
Trustee shall not be responsible for any misconduct or negligence on the part of any such agent or
attorney appointed with due care by it hereunder.



     (j) The Trustee shall not be liable for any action taken, suffered, or omitted to be taken by
it in good faith and reasonably believed by it to be authorized or within the discretion or rights
or powers conferred upon it by this Indenture.



     (k) In no event shall the Trustee be responsible or liable for special, indirect, punitive or
consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit)
irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and
regardless of the form of action.



     (l) The Trustee shall not be deemed to have notice of any Default or Event of Default unless a
Trust Officer of the Trustee has actual knowledge thereof or unless written notice of any event
which is in fact such a default is received by the Trustee at the designated corporate trust office
of the Trustee, and such notice references the Securities and this Indenture.


     (m) The rights, privileges, protections, immunities and benefits given to the Trustee, including,
without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the
Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed to
act hereunder.



     (n) The Trustee shall not be required to give any bond or surety in respect of the performance of
its powers and duties hereunder.




     (o) The Trustee may request that the Company deliver a certificate setting forth the names of
individuals and/or titles of officers authorized at such time to take specified actions pursuant to
this Indenture.



     Section 6.3 INDIVIDUAL RIGHTS OF TRUSTEE, ETC. The Trustee in its individual or any other
capacity may become the owner or pledgee of Securities and may otherwise deal with the Company or
its Affiliates with the same rights it would have if it were not Trustee. Any Paying Agent,
Authenticating Agent, Registrar or co-registrar or any other



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agent of the Company may do the same with like rights. However, the Trustee must comply with
Sections 6.10 and 6.11.



     Section 6.4 TRUSTEE’S DISCLAIMER. The recitals contained herein and in the Securities shall
be taken as the statements of the Company, and the Trustee assumes no responsibility for the
correctness of the same. The Trustee makes no representation as to the validity or adequacy of
this Indenture or the Securities. The Trustee shall not be accountable for the Company’s use of
the proceeds from the Securities and, shall not be responsible for any statement in the
registration statement for the Securities under the Securities Act of 1933, as amended, or in the
Indenture or the Securities or for the determination as to which beneficial owners are entitled to
receive any notices hereunder.



     Section 6.5 NOTICE OF DEFAULTS. If a Default with respect to the Securities of any series
occurs and is continuing and if it is known to the Trustee, the Trustee shall give to each Holder
of Securities of such series notice of such Default in the manner set forth in TIA Section 315(b)
within 90 days after it occurs. Except in the case of a Default described in Section 5.1(1) with
respect to any Security of such series or a Default in the payment of any sinking fund installment
with respect to any Security of such series, the Trustee may withhold the notice if and so long as
a committee of its Trust Officers in good faith determines that withholding the notice is in the
interests of the Holders of Securities of such series.



     Section 6.6 REPORTS BY TRUSTEE TO HOLDERS. If required by Section 313(a) of the TIA, within
60 days after each May 15 beginning with the May 15 following the date of this Indenture, the
Trustee shall mail or transmit electronically to each Holder of Securities a brief report dated as
of such May 15 that complies with TIA Section 313(a). The Trustee also shall comply with TIA
Section 313(b) and (c).



     A copy of each report at the time of its mailing or transmission to Holders of Securities
shall be filed with the SEC.



     Section 6.7 COMPENSATION AND INDEMNITY. The Company agrees:



     (a) to pay to the Trustee from time to time such compensation as shall be agreed in writing
between the Company and the Trustee for all services rendered by it hereunder (which compensation
shall not be limited by any provision of law in regard to the compensation of a trustee of an
express trust);



     (b) to reimburse the Trustee upon its request for all reasonable expenses, disbursements and
advances incurred or made by the Trustee in accordance with any provision of this Indenture
(including the reasonable compensation and the expenses, advances and disbursements of its agents
and counsel), except any such expense, disbursement or advance as may be attributable to its
negligence or willful misconduct; and



     (c) to indemnify the Trustee for, and to hold it harmless against, any and all loss,
liability, damage, claim or expense incurred without negligence or willful misconduct on its part,
arising out of or in connection with the acceptance or administration of this trust, including the
costs and expenses of defending itself against any claim (whether asserted by the Company, a



- 22 -









 







Holder or any other Person) or liability in connection with the exercise or performance of any
of its powers or duties hereunder.



     To secure the Company’s payment obligations in this Section 6.7, the Trustee shall have a lien
prior to the Securities on all money or property held or collected by the Trustee, except that held
in trust to pay the Principal of or interest, if any, on particular Securities.



     The Company’s obligations pursuant to this Section 6.7 shall survive the discharge or other
termination of this Indenture or the resignation or removal of the Trustee. When the Trustee
incurs expenses after the occurrence of a Default specified in Section 5.1(3) or (4), the expenses
are intended to constitute expenses of administration under any Bankruptcy Law.



     Section 6.8 REPLACEMENT OF TRUSTEE. The Trustee may resign by so notifying the Company;
PROVIDED, HOWEVER, no such resignation shall be effective until a successor Trustee has accepted
its appointment pursuant to this Section 6.8. The Holders of a majority in aggregate Principal
Amount of the Outstanding Securities at the time outstanding may remove the Trustee with respect to
the Securities by so notifying the Trustee and may appoint a successor Trustee, which successor
Trustee shall, in the absence of an Event of Default, be reasonably acceptable to the Company. The
Company shall remove the Trustee if:



          (1) the Trustee fails to comply with Section 6.10;




          (2) the Trustee is adjudged bankrupt or insolvent;




          (3) a receiver or public officer takes charge of the Trustee or its property; or




          (4) the Trustee otherwise becomes incapable of acting.




     If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any
reason, with respect to the Securities of one or more series, the Company shall promptly appoint,
by resolution of its Board of Directors, a successor Trustee with respect to the Securities of that
or those series (it being understood that any such successor Trustee may be appointed with respect
to the Securities of one or more or all of such series and that at any time there shall be only one
Trustee with respect to the Securities of any series).



     In the case of the appointment hereunder of a successor Trustee with respect to all
Securities, every such successor Trustee shall deliver a written acceptance of its appointment to
the retiring Trustee and to the Company. Thereupon, the resignation or removal of the retiring
Trustee shall become effective and the successor Trustee shall have all the rights, powers and
duties of the Trustee under this Indenture. The successor Trustee shall mail or electronically
transmit a notice of its succession to Holders of Securities of the particular series with respect
to which such successor Trustee has been appointed. The retiring Trustee shall promptly transfer
all property held by it as Trustee to the successor Trustee, subject to the lien provided for in
Section 6.7.



     In case of the appointment hereunder of a successor Trustee with respect to the Securities of
one or more (but not all) series, the Company, the retiring Trustee and each successor Trustee with
respect to the Securities of one or more series shall execute and deliver an indenture



- 23 -









 







supplemental hereto wherein each successor Trustee shall accept such appointment and which (1)
shall contain such provisions as shall be necessary or desirable to transfer and confirm to, and to
vest in, each successor Trustee all the rights, powers, trusts and duties of the retiring Trustee
with respect to the Securities of that or those series to which the appointment of such successor
Trustee relates, (2) if the retiring Trustee is not retiring with respect to all Securities, shall
contain such provisions as shall be deemed necessary or desirable to confirm that all the rights,
powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those
series as to which the retiring Trustee is not retiring shall continue to be vested in the retiring
Trustee, and (3) shall add to or change any of the provisions of this Indenture as shall be
necessary to provide for or facilitate the administration of the trusts hereunder by more than one
Trustee, it being understood that nothing herein or in such supplemental indenture shall constitute
such Trustees as co-Trustees of the same trust and that each such Trustee shall be trustee of a
trust or trusts hereunder separate and apart from any trust or trusts hereunder administered by any
other such Trustee; and upon the execution and delivery of such supplemental indenture the
resignation or removal of the retiring Trustee shall become effective to the extent provided
therein and each such successor Trustee, without any further act, deed or conveyance, shall become
vested with all the rights, powers, trusts and duties of the retiring Trustee with respect to the
Securities of that or those series to which the appointment of such successor Trustee relates; but,
on request of the Company or any successor Trustee, such retiring Trustee shall duly assign,
transfer and deliver to such successor Trustee all property and money held by such retiring Trustee
hereunder with respect to the Securities of that or those series to which the appointment of such
successor Trustee relates, subject, nevertheless, to its lien, if any, provided for in Section 6.7.



     If a successor Trustee with respect to the Securities of any series does not take office
within 30 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company
or the Holders of a majority in aggregate Principal Amount of the Outstanding Securities of such
series at the time outstanding may petition, at the expense of the Company, any court of competent
jurisdiction for the appointment of a successor Trustee with respect to the Securities of such
series.



     If the Trustee fails to comply with Section 6.10, any Holder of a Security of such series may
petition any court of competent jurisdiction for the removal of such Trustee and the appointment of
a successor Trustee.



     Section 6.9 SUCCESSOR TRUSTEE BY MERGER. If the Trustee consolidates with, merges or converts
into, or transfers all or substantially all its corporate trust business or assets to, another
corporation, the resulting, surviving or transferee corporation without any further act shall be
the successor Trustee.



     Section 6.10 ELIGIBILITY; DISQUALIFICATION. The Trustee shall at all times satisfy the
requirements of TIA Section 310(a)(1) and 310(a)(5). The Trustee shall have a combined capital and
surplus of at least $50,000,000 as set forth in its most recent published annual report of
condition. The Trustee shall comply with TIA Section 310(b), including the optional provision
permitted by the second sentence of TIA Section 310(b)(9). In determining whether the Trustee has
conflicting interests as defined in TIA Section 310(b)(1), the provisions contained in the proviso
to TIA Section 310(b)(1) shall be deemed incorporated herein.



- 24 -









 





     Section 6.11 PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY. The Trustee shall comply with
TIA Section 311(a), excluding any creditor relationship listed in TIA Section 311(b). A Trustee
who has resigned or been removed shall be subject to TIA Section 311(a) to the extent indicated
therein.



ARTICLE VII




SATISFACTION AND DISCHARGE




     Section 7.1 DISCHARGE OF LIABILITY ON SECURITIES. This Indenture shall upon Company Request
cease to be of further effect as to all Outstanding Securities or all Outstanding Securities of any
series, as the case may be (except as to any surviving rights of registration of transfer of
Securities herein expressly provided for), and the Trustee, at the expense of the Company, shall
execute proper instruments acknowledging satisfaction and discharge of this Indenture, when:



     (a) either



          (1) all Outstanding Securities or all Outstanding Securities of any series, as the case may
be, theretofore authenticated and delivered, (other than Securities or Securities of such series,
as the case may be, for whose payment money has theretofore been deposited in trust or segregated
and held in trust by the Company and thereafter repaid to the Company or discharged from such
trust, as provided in Section 7.2) have been delivered to the Company or the Trustee for
cancellation; or




          (2) all such Securities not theretofore delivered to the Company or the Trustee for
cancellation,




               (i) have become due and payable, or



               (ii) will become due and payable at their Stated Maturity within one year;


and the Company, in the case of (i) or (ii) above, has deposited or caused to be deposited with the
Trustee as trust funds in trust for the purpose, an amount sufficient to pay and discharge the
entire indebtedness on such Securities not theretofore delivered to the Trustee or the Company for
cancellation, for principal and any interest to the date of such deposit (in the case of Securities
which have become due and payable) or to the Stated Maturity, as the case may be;




     (b) the Company has paid or caused to be paid all other sums payable hereunder by the Company;
and



     (c) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of
Counsel, each stating that all conditions precedent herein provided for relating to the
satisfaction and discharge of this Indenture have been complied with.



     The Trustee shall join in the execution of a document prepared by the Company acknowledging
satisfaction and discharge of this Indenture on demand of the Company



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accompanied by an Officers’ Certificate and Opinion of Counsel and at the cost and expense of
the Company.



     Notwithstanding the satisfaction and discharge of this Indenture with respect to the
Securities of any series, the obligations of the Company to the Trustee with respect to the
Securities of that series under Section 6.7, the obligations of the Company to any Authenticating
Agent and, if money shall have been deposited with the Trustee pursuant to clause (b) of this
Section, Section 7.2 shall survive. The Company shall pay and indemnify the Trustee against any
tax, fee or other charge imposed on or assessed against the principal and interest received in
respect thereof other than any such tax, fee or other charge which by law is for the account of the
Holders of Outstanding Securities.



     Section 7.2 REPAYMENT TO THE COMPANY. The Trustee and the Paying Agent shall return to the
Company on Company Request any money held by them for the payment of any amount with respect to the
Securities that remains unclaimed for two years. After return to the Company, Holders entitled to
the money must look to the Company for payment as general creditors with limited recourse as
described herein and in the Securities unless an applicable abandoned property law designates
another person.



ARTICLE VIII




SUPPLEMENTAL INDENTURES




     Section 8.1 SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS. Without the consent of any
Holders of Securities, the Company and the Trustee, at any time and from time to time, may enter
into one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of
the following purposes:



          (1) to evidence the succession of another corporation to the Company and the assumption by any
such successor of the covenants of the Company herein and in the Securities; or




          (2) to add to the covenants, agreements and obligations of the Company for the benefit of the
Holders of all of the Securities or any series thereof, or to surrender any right or power herein
conferred upon the Company; or




          (3) to establish the form or terms of Securities of any series as permitted by Sections 2.1
and 2.2(c), respectively; or




          (4) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee
with respect to the Securities of one or more series and to add to or change any of the provisions
of this Indenture as shall be necessary to provide for or facilitate the administration of the
trusts hereunder by more than one Trustee, pursuant to the requirements of Section 6.8; or




          (5) to cure any ambiguity, defect or inconsistency;




- 26 -









 








          (6) to amend restrictions on transferability of any Securities on any series in any manner
that does not adversely affect the rights of any Securityholder in any material respect; or




          (7) to add to, change or eliminate any of the provisions of this Indenture (which addition,
change or elimination may apply to one or more series of Securities), PROVIDED that any such
addition, change or elimination shall neither (A) apply to any Security of any series created prior
to the execution of such supplemental indenture and entitled to the benefit of such provision nor
(B) modify the rights of the Holder of any such Security with respect to such provision; or




          (8) to secure the Securities; or




          (9) to make any other change that does not adversely affect the rights of any Securityholder
in any material respect.




     Section 8.2 SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS. With the written consent of the
Holders of at least a majority in aggregate Principal Amount of the Outstanding Securities of each
series affected by such supplemental indenture, the Company and the Trustee may amend this
Indenture or the Securities of any series or may enter into an indenture or indentures supplemental
hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of
the provisions of this Indenture or of modifying in any manner the rights of the Holders of the
Securities of such series and under this Indenture; PROVIDED, HOWEVER, that no such amendment or
supplemental indenture shall, without the consent of the Holder of each Outstanding Security
affected thereby:



          (1) change the Stated Maturity of the Principal of, or any installment of Principal or
interest on, any such Security, or reduce the Principal Amount thereof or the rate of interest
thereon that would be due and payable upon a declaration of acceleration of maturity thereof
pursuant to Section 5.2, or change the Place of Payment where, or change the coin or currency in
which, any installment of principal of or interest on, any such Security is payable, or impair the
right to institute suit for the enforcement of any such payment on or after the Stated Maturity
thereof;




          (2) reduce the percentage in Principal Amount of the Outstanding Securities of any series, the
consent of whose Holders is required for any such amendment or supplemental indenture, or the
consent of whose Holders is required for any waiver (of compliance with certain provisions of this
Indenture or certain defaults hereunder and their consequences) with respect to the Securities of
such series provided for in this Indenture; or




          (3) modify any of the provisions of this Section, Section 5.4 (clauses (1) and (2)) or 5.7,
except to increase the percentage of Outstanding Securities of such series required for such
actions to provide that certain other provisions of this Indenture cannot be modified or waived
without the consent of the Holder of each Outstanding Security affected thereby.




     A supplemental indenture which changes or eliminates any covenant or other provision of this
Indenture which has expressly been included solely for the benefit of one or more particular series
of Securities, or which modifies the rights of the Holders of Securities of such series with



- 27 -









 







respect to such covenant or other provision, shall be deemed not to affect the rights under
this Indenture of the Holders of Securities of any other series.



     It shall not be necessary for the consent of the Holders under this Section 8.2 to approve the
particular form of any proposed amendment or supplemental indenture, but it shall be sufficient if
such consent approves the substance thereof.



     After an amendment or supplemental indenture under this Section 8.2 becomes effective, the
Company shall mail or electronically transmit to each Holder of the particular Securities affected
thereby a notice briefly describing the amendment.



     Section 8.3 COMPLIANCE WITH TRUST INDENTURE ACT. Every supplemental indenture executed
pursuant to this Article shall comply with the TIA as then in effect.



     Section 8.4 REVOCATION AND EFFECT OF CONSENTS, WAIVERS AND ACTIONS. Until an amendment or
waiver with respect to a series of Securities becomes effective, a consent to it or any other
action by a Holder of a Security of that series hereunder is a continuing consent by the Holder and
every subsequent Holder of that Security or portion of that Security that evidences the same
obligation as the consenting Holder’s Security, even if notation of the consent, waiver or action
is not made on the Security. However, any such Holder or subsequent Holder may revoke the consent,
waiver or action as to such Holder’s Security or portion of the Security if the Trustee receives
the notice of revocation before the Company or an agent of the Company certifies to the Trustee
that the consent of the requisite aggregate Principal Amount of the Securities of that series has
been obtained. After an amendment, waiver or action becomes effective, it shall bind every Holder
of Securities of that series.



     The Company may, but shall not be obligated to, fix a record date for the purpose of
determining the Holders entitled to consent to any amendment or waiver with respect to a series of
Securities. If a record date is fixed, then notwithstanding the first two sentences of the
immediately preceding paragraph, those persons who were Holders of Securities of that series at
such record date (or their duly designated proxies), and only those persons, shall be entitled to
revoke any consent previously given, whether or not such persons continue to be Holders after such
record date. No such consent shall be valid or effective for more than 90 days after such record
date.



     Section 8.5 NOTATION ON OR EXCHANGE OF SECURITIES. Securities of any series authenticated and
delivered after the execution of any supplemental indenture with respect to such series pursuant to
this Article may, and shall if required by the Trustee, bear a notation in form approved by the
Trustee as to any matter provided for in such supplemental indenture. If the Company shall so
determine, new Securities of such series so modified as to conform, in the opinion of the Trustee
and the Board of Directors, to any such supplemental indenture may be prepared ,executed,
authenticated and delivered by the Company in exchange for outstanding Securities of that series.



     Section 8.6 TRUSTEE TO SIGN SUPPLEMENTAL INDENTURES. The Trustee shall sign any supplemental
indenture authorized pursuant to this Article VIII if the amendment does not adversely affect the
rights, duties, liabilities or immunities of the Trustee. If it does, the



- 28 -









 








Trustee may, but need not, sign it. In signing such amendment, the Trustee shall receive, and
shall be fully protected in conclusively relying upon, an Officers’ Certificate and an Opinion of
Counsel stating that such amendment is authorized or permitted by this Indenture.



     Section 8.7 EFFECT OF SUPPLEMENTAL INDENTURES. Upon the execution of any supplemental
indenture under this Article, this Indenture shall be modified in accordance therewith, and such
supplemental indenture shall form a part of this Indenture for all purposes; and every Holder of
Securities theretofore or thereafter authenticated and delivered hereunder shall be bound thereby,
except to the extent otherwise set forth thereon.



ARTICLE IX




MISCELLANEOUS




     Section 9.1 TRUST INDENTURE ACT CONTROLS. If any provision of this Indenture limits,
qualifies or conflicts with another provision hereof which is required to be included in this
Indenture by the TIA, the required provision shall control.



     Section 9.2 NOTICES. Any notice or communication shall be in writing and delivered in person,
mailed by first-class mail, postage prepaid or transmitted electronically to any Holder at the
registered address maintained in the Company’s records; PROVIDED, that any notice or communication
by and among the Trustee and the Company may be made by telecopy and shall be effective upon
receipt thereof and shall be confirmed in writing, mailed by first-class mail, postage prepaid, and
addressed as follows:



if to the Company:



LendingClub Corporation

440 North Wolfe Road

Sunnyvale, California 94085

Attention: Chief Executive Officer




Facsimile: (408)
716-3092


Email: 
contact@lendingclub.com




if to the Trustee:



Wells Fargo Bank, National Association



45 Broadway, 14th Floor

New York, New York 10006

Attention: Corporate Trust Services



Facsimile: (212) 515-1589




     The Company or the Trustee by notice to the other may designate additional or different
addresses for subsequent notices or communications.



- 29 -









 





     Any notice or communication given to a Holder of Securities shall be transmitted
electronically to or mailed to such Securityholder at the Securityholder’s address as it appears on
the registration books of the Registrar and shall be sufficiently given if so mailed within the
time prescribed.



     Where this Indenture provides for notice in any manner, such notice may be waived in writing
by the person entitled to receive such notice, either before or after the event, and such waiver
shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the
Trustee, but such filing shall not be a condition precedent to the validity of any action taken in
reliance upon such waiver.



     Failure to electronically transmit or mail a notice or communication to a Securityholder or
any defect in it shall not affect its sufficiency with respect to other Holders of Securities of
the same series. If a notice or communication is electronically transmitted or mailed in the
manner provided above, it is duly given, whether or not received by the addressee.



     If the Company electronically transmits or mails a notice or communication to the Holders of
Securities of a particular series, it shall electronically transmit or mail a copy to the Trustee
and each Registrar, co-registrar or Paying Agent, as the case may be, with respect to such series.



     In case by reason of the suspension of regular mail service or by reason of any other cause it
shall be impracticable to give notice to Holders of Securities as set forth above, then such
notification as shall be made with the acceptance of the Trustee shall constitute a sufficient
notification for every purpose hereunder. In any case where notice to Holders of Securities is
given by mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to
any particular Holder of a Security shall affect the sufficiency of such notice with respect to
other Holders of Securities.



     Section 9.3 COMMUNICATION BY HOLDERS WITH OTHER HOLDERS. Securityholders may communicate
pursuant to TIA Section 312(b) with other Securityholders with respect to their rights under this
Indenture or the Securities. The Company and the Trustee, the Registrar or the Paying Agent with
respect to a particular series of Securities, and anyone else, shall have the protection of TIA
Section 312(c).



     Section 9.4 CERTIFICATE AND OPINION AS TO CONDITIONS PRECEDENT. Upon any request or
application by the Company to the Trustee to take any action under this Indenture, the Company
shall furnish to the Trustee:



          (1) an Officers’ Certificate stating that, in the opinion of the signers, all conditions
precedent, if any, provided for in this Indenture relating to the proposed action have been
complied with; and




          (2) an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions
precedent have been complied with.




     Section 9.5 FORM OF DOCUMENTS DELIVERED TO TRUSTEE. In any case where several matters are
required to be certified by, or covered by an opinion of, any specified



- 30 -









 







Person, it is not necessary that all such matters be certified by, or covered by the opinion
of, only one such Person, or that they be so certified or covered by only one document, but one
such Person may certify or give an opinion with respect to some matters and one or more other such
Persons as to other matters, and any such Person may certify or give an opinion as to such matters
in one or several documents.



     Any certificate or opinion of an officer of the Company may be based, insofar as it relates to
legal matters, upon a certificate or opinion of, or representations by, counsel, unless such
officer knows, or in the exercise of reasonable care should know, that the certificate or opinion
or representations with respect to the matters upon which his certificate or opinion is based are
erroneous. Any such Opinion of Counsel may be based, insofar as it relates to factual matters,
upon a certificate or opinion of, or representations by, an officer or officers of the Company
stating that the information with respect to such factual matters is in the possession of the
Company, unless such counsel knows, or in the exercise of reasonable care should know, that the
certificate or opinion or representations with respect to such matters are erroneous.



     Section 9.6 STATEMENTS REQUIRED IN CERTIFICATE OR OPINION. Each Officers’ Certificate or
Opinion of Counsel with respect to compliance with a covenant or condition provided for in this
Indenture shall include:



          (1) statement that each person making such Officers’ Certificate or Opinion of Counsel has
read such covenant or condition;




          (2) a brief statement as to the nature and scope of the examination or investigation upon
which the statements or opinions contained in such Officers’ Certificate or Opinion of Counsel are
based;




          (3) a statement that, in the opinion of each such person, he has made such examination or
investigation as is necessary to enable such person to express an informed opinion as to whether or
not such covenant or condition has been complied with; and




          (4) a statement that, in the opinion of such person, such covenant or condition has been
complied with.




     Section 9.7 SEPARABILITY CLAUSE. In case any provision in this Indenture or in the Securities
shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the
remaining provisions shall not in any way be affected or impaired thereby.



     Section 9.8 RULES BY TRUSTEE, PAYING AGENT AND REGISTRAR. With respect to the Securities of a
particular series, the Trustee with respect to such series of Securities may make reasonable rules
for action by or a meeting of Holders of such series of Securities. With respect to the Securities
of a particular series, the Registrar and the Paying Agent with respect to such series of
Securities may make reasonable rules for their functions.



     Section 9.9 LEGAL HOLIDAYS. A “Legal Holiday” is any day other than a Business Day.
If any specified date (including an Interest Payment Date or Stated Maturity of any Security, or a
date for giving notice) is a Legal Holiday at any Place of Payment or place for giving notice, then
(notwithstanding any other provision of this Indenture or of the Securities



- 31 -









 







other than a provision in the Securities of any series which specifically states that such
provision shall apply in lieu of this Section) payment of interest or Principal need not be made at
such Place of Payment, or such other action need not be taken, on such date, but the action shall
be taken on the next succeeding day that is not a Legal Holiday at such Place of Payment with the
same force and effect as if made on the Interest Payment Date, or at the Stated Maturity or such
other date.



     Section 9.10 GOVERNING LAW AND JURISDICTION; WAIVER OF JURY TRIAL. THIS INDENTURE AND THE
SECURITIES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK,
AS APPLIED TO CONTRACTS MADE AND PERFORMED WITHIN THE STATE OF NEW YORK, WITHOUT REGARD TO ANY
PRINCIPLE OF CONFLICTS OF LAW THAT WOULD REQUIRE OR PERMIT THE APPLICATION OF THE LAWS OF ANY OTHER
JURISDICTION. THE COMPANY, THE TRUSTEE, AND EACH HOLDER OF A SECURITY (BY ACCEPTANCE THEREOF)
THEREBY, (I) SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE FEDERAL AND NEW YORK STATE COURTS LOCATED
IN THE BOROUGH OF MANHATTAN IN THE CITY OF NEW YORK IN CONNECTION WITH ANY SUIT, ACTION OR
PROCEEDING RELATED TO THIS INDENTURE, (II) IRREVOCABLY WAIVES ANY DEFENSE OF LACK OF PERSONAL
JURISDICTION IN SUCH SUITS AND (III) IRREVOCABLY WAIVES TO THE FULLEST EXTENT IT MAY EFFECTIVELY DO
SO UNDER APPLICABLE LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF
ANY SUIT, ACTION OR PROCEEDING BROUGHT IN THE FEDERAL AND NEW YORK STATE COURTS LOCATED IN THE
BOROUGH OF MANHATTAN IN THE CITY OF NEW YORK AND THAT SUCH SUIT, ACTION OR PROCEEDING HAS BEEN
BROUGHT IN AN INCONVENIENT FORUM.



     EACH OF THE COMPANY AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED
BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR
RELATING TO THIS INDENTURE, THE NOTES OR THE TRANSACTION CONTEMPLATED HEREBY.



     Section 9.11 NO RECOURSE AGAINST OTHERS. A director, officer, employee or stockholder, as
such, of the Company shall not have any liability for any obligations of the Company under the
Securities or this Indenture or for any claim based on, in respect of or by reason of such
obligations or their creation. By accepting a Security, each Holder of such Security shall waive
and release all such liability. The waiver and release shall be part of the consideration for the
issue of the Securities.



     Section 9.12 SUCCESSORS. All agreements of the Company in this Indenture and the Securities
shall bind its successor. All agreements of the Trustee in this Indenture shall bind its
successor.



     Section 9.13 EFFECT OF HEADINGS AND TABLE OF CONTENTS. The Article and Section headings
herein and the Table of Contents are for convenience only and shall not affect the construction
hereof.



- 32 -









 





     Section 9.14 BENEFITS OF INDENTURE. Nothing in this Indenture or in the Securities, express
or implied, shall give to any person, other than the parties hereto and their successors hereunder
and the Holders of Securities, any benefits or any legal or equitable right, remedy or claim under
this Indenture.



     Section 9.15 MULTIPLE ORIGINALS. The parties may sign any number of copies of this Indenture.
Each signed copy shall be an original, but all of them together represent the same agreement. One
signed copy is enough to prove this Indenture.



     Section 9.16 FORCE MAJEURE. In no event shall the Trustee be responsible or liable for any
failure or delay in the performance of its obligations hereunder arising out of or caused by,
directly or indirectly, forces beyond its control, including, without limitation, strikes, work
stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural
catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications
or computer (software and hardware) services; it being understood that the Trustee shall use
reasonable efforts which are consistent with accepted practices in the banking industry to resume
performance as soon as practicable under the circumstances.



	 	 	 	 	 	 	 
	 	 	LENDINGCLUB CORPORATION	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	Title:	 	 	 	 






Attest:




	 	 	 
	 

Name:

	 	 
	Title:
	 	 






	 	 	 	 	 	 	 
	 	 	WELLS FARGO BANK, NATIONAL
 ASSOCIATION, as Trustee	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	Title:	 	 	 	 






- 33 -









 





EXHIBIT A




Form of Security



FOR PURPOSES OF SECTIONS 1272, 1273 AND 1275 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, THIS
NOTE IS BEING ISSUED WITH ORIGINAL ISSUE DISCOUNT BECAUSE PAYMENTS ON THE NOTE ARE DEPENDENT ON
PAYMENTS ON THE CORRESPONDING MEMBER LOAN. THE ISSUE PRICE OF THE NOTE IS THE STATED PRINCIPAL
AMOUNT OF THIS NOTE, AND THE ISSUE DATE IS THE ORIGINAL ISSUE DATE. UPON REQUEST, THE COMPANY WILL
PROMPTLY MAKE AVAILABLE TO THE HOLDER THE AMOUNT OF OID AND YIELD TO MATURITY OF THIS NOTE. A
HOLDER SHOULD CONTACT LENDINGCLUB MEMBER SUPPORT AT 1-866-754-4094 OR tax@lendingclub.com.




ANY TRANSFER, PLEDGE OR OTHER USE OF THIS NOTE FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL unless (1) such transfer is effected on a trading
system that is recognized by the Company, and (2) this Note
has been presented by the registered Holder (as defined below) to the Company or its agent for
registration of transfer.





MEMBER PAYMENT DEPENDENT NOTE SERIES NO.                      1




LENDINGCLUB CORPORATION




			
	 	 	 
	No.                     
	 	[CUSIP                                         ]






HOLDER:                                        2




CORRESPONDING MEMBER LOAN:                                         3




STATED PRINCIPAL AMOUNT OF THIS NOTE: U.S. $                                        4




AGGREGATE PRINCIPAL AMOUNT OF THIS SERIES OF NOTES: U.S. $                    5




INTEREST RATE:                    6




SERVICE CHARGE: 1% OF ALL MEMBER LOAN NET PAYMENTS.




ORIGINAL ISSUE DATE:                                         7






 




			
	1	 	Insert loan ID number for Corresponding Member Loan.
	 
	2	 	Insert lender member’s screen name.
	 
	3	 	Insert description of Corresponding Member Loan.
	 
	4	 	Insert principal amount of lender member’s
Corresponding Member Loan.
	 
	5	 	Insert maximum aggregate principal amount of series,
which should be aggregate principal amount of Corresponding Member Loan that is
being funded by lender members.
	 
	6	 	Insert coupon stated on Corresponding Member Loan.
	 
	7	 	Insert date corresponding to date of closing of
Corresponding Member Loan.




 









 










INITIAL MATURITY DATE:                                         8




FINAL MATURITY DATE:                                         9





EXTENSION
OF MATURITY DATE: Each Note will mature on the Initial Maturity Date,
unless the maturity of the Note is extended to the Final Maturity Date subject to conditions described below. In no event will the maturity of the Notes be
extended beyond the Final Maturity Date.




PAYMENT DATES: Subject to the limitations on payment described below, the Company will make
payments of principal and interest on or before the fourth Business Day following receipt of any
Member Loan Net Payments by the Company in accordance with the payment schedule for this Note,
which is available on the Holder’s account page at www.lendingclub.com, subject to prepayment at
any time without penalty.




          LendingClub Corporation, a corporation duly organized and existing under the laws of the State
of Delaware (herein called the “Company”), for value received, hereby promises to pay to
the person identified as the “Holder” above (the “Holder”), principal and interest on this
Note in U.S. dollars in an amount equal to the Holder’s equal and ratable share of the Member Loan
Net Payments on each Payment Date (in accordance with the payment schedule for this Note, which is
available on the Holder’s account page at www.lendingclub.com and subject to prepayment) until the
Initial Maturity Date or, if the maturity of the Note has been
extended, until the
Final Maturity Date. For the avoidance of doubt, (1) no payments of principal and interest on this
Note shall be payable unless the Company has received Member Loan Payments, and then only to the
extent of Member Loan Net Payments in respect of those Member Loan Payments related to the
Corresponding Member Loan identified above that have been received by the Company, and (2) no
Holder of the Note shall have any recourse against the Company unless, and then only to the extent
that, the Company has failed to pay such Holder the Member Loan Net Payments or otherwise breached
a covenant in the Indenture described below that is applicable to the series of Notes of which this
Note forms a part. Subject to certain exceptions provided in the Indenture referred to below, the
principal and interest payable on any Payment Date will be paid to the person in whose name this
Note is registered at the close of business on the Record Date next preceding such Payment Date or
maturity date.




          “Record Date” shall mean the second Business Day immediately preceding each Interest
Payment Date.




          “Business Day” shall mean each Monday, Tuesday, Wednesday, Thursday and Friday that is
not a day on which the Automated Clearing House system operated by the U.S. Federal Reserve Bank
(the “ACH System”) is closed and (2) not a day on which banking institutions are authorized
or obligated by law or executive order to close in San Francisco, California or New York, New York.






 




			
	8	 	Insert date corresponding to stated maturity of
Corresponding Member Loan plus four Business Days.
	 
	                                                       
	9	 	Insert date that is the first anniversary of the stated maturity of
Corresponding Member Loan plus four Business Days.
	                                                        
	 
	                                                       
	                                                        




2









 










          If,
on the Initial Maturity Date, any principal or interest payments in respect of the Corresponding
Member Loan remain due and payable to the Company, the maturity date
of this Note will be extended to the Final Maturity Date identified above.




          If,
on the Initial Maturity Date, no principal or interest payments in
respect of the Corresponding Member Loan remain due and payable to
the Company, the Note will
mature on the Initial Maturity Date and no Consumer Loan Net Payments that the Company receives in
respect of the Corresponding Consumer Loan after such Initial Maturity Date shall be required to be
paid to the Holder of the Note.




          All payments of principal and interest on this Note due to the Holder hereof shall be made in
U.S. dollars, in immediately available funds, by intra-institution book entry transfer to the
Holder’s designated sub-account in the trust account maintained by the Company at Wells Fargo Bank,
National Association, or such alternate account of the Holder designated by the Trustee in
accordance with the Indenture.




     All U.S. dollar amounts used in or resulting from the calculation of amounts due in respect of
this Note shall be rounded to the nearest cent (with one-half cent being rounded upward).



          This Note is one of a duly authorized series of special limited obligations of the Company
(hereinafter called the “Securities”) all issued or to be issued under and pursuant to an Indenture
dated as of [                                        , 2008] (hereinafter called the “Indenture”), duly executed and
delivered by the Company and Wells Fargo Bank, National Association, as trustee (hereinafter called
the “Trustee”), to which Indenture and all indentures supplemental thereto reference is
hereby made for a description of the rights, duties and immunities thereunder of the Trustee and
the rights thereunder of the holders of the Securities. The terms of the Securities include those
stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture
Act of 1939 (the “TIA”), as in effect on the date of the Indenture. The Securities are
subject to, and qualified by, all such terms, certain of which are summarized hereon, and Holders
are referred to the Indenture and the TIA for a statement of such terms. As provided in the
Indenture, the Securities may be issued in one or more separate series, which different series may
be issued in various aggregate principal amounts, mature at different times, bear interest at
different rates, be subject to different covenants and events of default, and otherwise vary as
provided or permitted in the Indenture.




     If an Event of Default described in Section 5.1(3) or (4) of the Indenture occurs and is
continuing, the unpaid stated principal amount hereof will become and be immediately due and
payable in the manner, with the effect and subject to the conditions provided in the Indenture.



     The Indenture contains provisions permitting the Company and the Trustee, with the consent of
the holders of not less than a majority in aggregate principal amount of each series of Securities
affected thereby, at the time Outstanding, evidenced as provided in the Indenture, to execute
supplemental indentures adding any provisions to or changing in any manner or eliminating any of
the provisions of the Indenture or of any indenture supplemental thereto or



3









 







modifying in any manner the rights of the holders of this Note; provided,
however, that no such supplemental indenture shall (1) change the Stated Maturity of the
principal of, or any installment of principal or interest on, any Security, or reduce the principal
amount thereof or the rate of interest thereon that would be due and payable upon a declaration of
acceleration of maturity thereof or change the place of payment where, or change the coin or
currency in which, any any installment of principal and interest on any such Security is payable or
impair the right to institute suit for the enforcement of any such payment on or after the Stated
Maturity thereof, (2) reduce the percentage in principal amount of the Outstanding Securities, the
consent of whose Holders is required for any such amendment or supplemental indenture, or the
consent of whose Holders is required for any waiver (of compliance with certain provisions of the
Indenture or certain defaults thereunder and their consequences) with respect to the Securities, or
(3) modify any of the provisions of Section 8.2, Section 5.4 (clauses (1) and (2)) or Section 5.7
of the Indenture, except to increase the percentage of Outstanding Securities required for such
actions to provide that certain other provisions of the Indenture cannot be modified or waived
without the consent of the Holder of each Outstanding Security affected thereby. The Indenture
also contains provisions permitting the holders of a majority in aggregate principal amount of the
Securities of all affected series at the time outstanding, on behalf of the holders of all the
Securities of such series, to waive, insofar as those series are concerned, compliance by the
Company with certain provisions of the Indenture and certain past defaults under the Indenture and
their consequences. Any such consent by the Holder of this Note (unless revoked as provided in the
Indenture) shall be conclusive and binding upon such Holder and upon all future holders and owners
of this Note and any Notes which may be issued upon the registration of transfer hereof or,
irrespective of whether or not any notation thereof is made upon this Note or other such Notes.



     This Note is not entitled to any sinking fund. This Note is not redeemable at the option of
the Holder. The Company shall redeem all of the Outstanding Notes of the series of which this Note
forms a part for 100% of the outstanding principal amount of such Notes if the Corresponding Member
Loan has been obtained as a result of identity theft or fraud on the part of the purported borrower
member. The Company may, in its reasonable discretion, require proof of the identity theft or
fraud, such as a copy of the police report filed by the person whose identity was wrongfully used
to obtain the Corresponding Member Loan.



     The Notes are in registered form without coupons in denominations of $25 and integral
multiples of $25 in excess thereof. The Notes may not be transferred and the transfer of Notes
shall not be registered as provided in the Indenture unless such
transfer is effected on a trading system that is recognized by the
Company. Upon due presentment for registration of transfer of this Note at the office or agency of the
Company in Sunnyvale, California, a new Note or Notes in authorized denominations in Dollars for an
equal aggregate principal amount and like interest rate and maturity will be issued to the
transferee in exchange therefor, subject to the limitations provided in the Indenture, without
charge except for (1) any stamp tax or other governmental charge imposed in connection therewith
and (2) any transfer charges associated with the Company’s resale platform as described on its
website at www.lendingclub.com.



     The Company, the Trustee, and any paying agent may deem and treat the registered Holder hereof
as the absolute owner of this Note at the Holder’s address as it appears on the



4









 







register books of the Company as kept by the Company or duly authorized agent of the Company
(whether or not this Note shall be overdue), for the purpose of receiving payment of or on account
hereof and for all other purposes, and neither the Company nor the Trustee nor any paying agent
shall be affected by any notice to the contrary. All payments made to or upon the order of such
registered Holder shall, to the extent of the sum or sums paid, effectively satisfy and discharge
liability for moneys payable on this Note.



     No recourse under or upon any obligation, covenant or agreement contained in the Indenture or
any indenture supplemental thereto or in any Note, or because of any indebtedness evidenced
thereby, shall be had against any incorporator, or against any past, present or future shareholder,
officer or director, as such, of the Company, either directly or through the Company, under any
rule of law, statute or constitutional provision or by the enforcement of any assessment or penalty
or otherwise, all such personal liability of every such incorporator, shareholder, officer and
director, as such, being expressly waived and released by the acceptance hereof and as a condition
of and as part of the consideration for the issuance of this Note.



     Unless otherwise defined herein, terms used herein which are defined in the Indenture shall
have the respective meanings assigned thereto in the Indenture. To the extent that provisions
contained in this Note are inconsistent with the provisions set forth in the Indenture, the
provisions contained herein will apply.



     This Note shall be governed by and construed in accordance with the laws of the State of New
York without regard to any principle of conflict of laws that would require or permit the
application of the laws of any other jurisdiction.



     This Note shall not be valid or become obligatory for any purpose until the Certificate of
Authentication hereon shall have been signed by an authorized officer of the Company or its duly
authorized agent under the Indenture referred to above.



     IN WITNESS WHEREOF, LENDINGCLUB CORPORATION has caused this instrument to be signed by its
duly authorized officers.



	 	 	 	 	 
	Dated:

	 	 	 	 
	 

	 	 	 	 





	 	 	 	 	 
	 	LENDINGCLUB CORPORATION

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



CERTIFICATE OF AUTHENTICATION




	 	 	 	 	 
	Dated:

	 	 	 	 
	 

	 	 	 	 





5









 





This is one of the Securities of the series of Securities designated therein referred to in the
within-mentioned Indenture.




LENDINGCLUB CORPORATION

as Authenticating Agent




	 	 	 	 	 
	 	 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




6