exv10w1






Exhibit 10.1




Loan Agreement




The following terms, together with your loan request on the Site, as defined herein, constitute a
binding agreement (the “Agreement”) between you and WebBank, a Utah-chartered industrial bank
(“WBK,” “we,” or “us”). BY ELECTRONICALLY SIGNING THE AGREEMENT, YOU HAVE SIGNIFIED YOUR AGREEMENT
TO THESE TERMS. Under this Agreement, you agree to receive and repay one or more installment loans
from us, through the website lending platform at www.Lendingclub.com, including any subdomains
thereof (the “Site”) operated by LendingClub Corporation, a Delaware corporation (“LendingClub”).
These terms affect your rights and you should read them carefully and print a copy for your
records. Your agreement to these terms means you agree to borrow and repay the money if your loan
is funded under the terms of this Agreement, consent to our privacy policy, agree to transact with
us electronically, and agree to have any dispute with us resolved by binding arbitration.



1. Loan Terms. Your loan will have a principal balance between $1,000 and $25,000 in the specific
amount and on the terms set forth in the disclosures provided to you. All loans are closed-end
loans with a three (3)-year term. Please see the disclosures provided to you in connection with
registering your loan request on the Site for additional details. Your obligations, including your
obligation to repay principal and interest, are set forth in this Agreement and in the Note or
Notes that you will make to us, as described in paragraph 4 below.



2. Authorization to Obtain Credit Report. You authorize us to obtain consumer reports on you from
one or more consumer reporting agencies, such as TransUnion, Experian or Equifax. We may use your
credit reports for authentication, for credit scoring, to make credit decisions, and for related
purposes. You have also authorized Lending Club to jointly obtain such consumer reports, in order
to post your request on the Site and otherwise administer the Site. You authorize us to verify
information in your credit reports, and you agree that we may contact third parties to verify any
such information. We and LendingClub may require and obtain a credit report from one or more
consumer reporting agencies each time you request a loan or during the processing or closing of a
loan or the resale of any associated Member Payment Dependent Notes (“MPDNs”).



3. Credit Decisions. Your loan request must include your annual income and such other information
as we may obtain through the Site. We will consider public assistance, alimony, child support, or
separate maintenance income as income if you choose to include such sources of income in your
application and such income is likely to continue. We reserve the right to verify any information
you submit by requiring you to produce appropriate documentation or other proof, and also reserve
the



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right to conduct such verification through a third party. You hereby authorize us to request and
obtain data from a third party to verify any information you provide to us in connection with your
loan request. We may terminate consideration of your application at any time in our sole
discretion.



4. Loan Funding and Closing. You may post a loan request on the Site, and LendingClub lender
members (“Lender Members”) will be able to review your loan request. Lender Members may commit
funds to purchase, in various amounts, MPDNs that LendingClub may issue to Lender Members who
direct LendingClub to fund your loan request. You acknowledge that a Lender Member’s commitment to
purchase a MPDN corresponding to all or a portion of your loan from us does not confer any rights
to you. You understand that individual Lender Members make their own decisions whether to commit
funds for your loan. LendingClub may also choose to fund all or part of your loan request but is
not obligated to do so. If, within 14 days following the posting of your loan request, the
aggregate amount of funding commitments through the Site fulfills your loan request (or such lesser
amount as you choose to accept), your loan will close unless you notify us in writing of your
election to terminate your loan request sufficiently far in advance of loan closing for us to
cancel the loan. Full or partial funding of your loan request might be available before the
expiration of the 14-day period set forth above. In no event shall we be obligated to notify you of
the date upon which your loan may or will fund.



If we extend a loan to you, you agree to execute by power of attorney as described below, and be
bound by the terms set forth in, the form of promissory note attached as Exhibit A (the
“Note”) as to your loan. You agree to execute multiple Notes if we request you do so, provided that
the aggregate principal amounts of such Notes shall equal the total amount of your loan.
LendingClub will execute your Note(s) on your behalf pursuant to a power of attorney you grant to
LendingClub when registering your loan request. You authorize us to disburse the loan proceeds by
Automated Clearing House (“ACH”) transfer to your designated account. Following our disbursement of
the loan proceeds to you, we will assign the Note(s) and your loan to LendingClub.



BY COMPLETING YOUR APPLICATION AND SUBMITTING YOUR LOAN REQUEST, YOU ARE COMMITTING TO OBTAIN A
LOAN FROM US IN THE AMOUNT AND ON THE TERMS SET FORTH IN THE DISCLOSURES PROVIDED TO YOU IN
CONNECTION WITH YOUR REQUEST, SHOULD YOUR REQUEST BE FUNDED. YOU HAVE NO RIGHT TO RESCIND THE LOAN
ONCE MADE BUT YOU MAY PREPAY THE LOAN AT ANY TIME WITHOUT PENALTY. We will not lend you any funds
unless and until sufficient commitments are received from Lender Members and/or LendingClub.



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5. Making Your Loan Payments. You authorize us and our successors and assigns to debit your
designated account by ACH transfer for the amount of each payment due on each due date. You
acknowledge and agree that the loan reflects a discount of 5 percent (5%) off the interest rate,
which is contingent upon you making loan payments by ACH transfer. You may elect to make payments
by personal check by contacting support@lendingclub.com or by regular mail at LendingClub
Corporation, 440 N Wolfe Road, Sunnyvale, California 94085, Attention: Loan Processing Department.
If you elect to make payments by check, the interest rate discount will be cancelled and the
interest rate will be increased immediately starting with your next payment by an additional 5
percent (5%) for the remaining duration of the loan. For example, if your loan had an interest rate
of 10 percent (10%), payments by check would increase your interest rate to 15 percent (15%). In
such event, the term of your loan and the number of payments will remain the same, but your payment
amount will increase. This authorization does not affect your obligation to pay when due all
amounts payable on your loan, whether or not there are sufficient funds therefore in such accounts.
The foregoing authorization is in addition to, and not in limitation of, any rights of setoff we
may have. With regard to payments made by automatic withdrawal, you have the right to stop payment
of automatic withdrawals or revoke your prior authorization for automatic withdrawals by notifying
your financial institution at least three (3) banking days before the scheduled date of transfer.
You must notify us of the exercise of your right to stop a payment or revoke your authorization for
automatic withdrawals at least three (3) banking days before the scheduled date of transfer. All
payments are to be applied first to the payment of all fees, expenses and other amounts due
(excluding principal and interest), then to accrued interest, and the balance on account of
outstanding principal; provided, however, that after an Event of Default (as defined below),
payments will be applied to your obligations as we determine in our sole discretion.



6. Other Borrower Obligations. You agree that you will not, in connection with your loan request:
(i) make any false, misleading or deceptive statements or omissions of fact in your listing; (ii)
misrepresent your identity, or describe, present or portray yourself as a person other than
yourself; (iii) give to or receive from, or offer or agree to give to or receive from any
LendingClub member or other person any fee, bonus, additional interest, kickback or thing of value
of any kind except in accordance with the terms of your loan; (iv) represent yourself to any
person, as a representative, employee, or agent of ours, or purport to speak to any person on our
behalf; or (v) provide, in your loan request or in communications on the Site related to your loan
request, information upon which a discriminatory lending decision may be made, such as your race,
color, religion, national origin, sex, or age. You acknowledge and agree that we may rely without
independent verification on the accuracy, authenticity, and completeness of all information you
provide to us. You certify that the



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proceeds of the loan will not be used for the purpose of
purchasing or carrying any securities or to fund any illegal activity.



7. Fees. A non-refundable origination fee paid by you to LendingClub as provided under your
agreement with LendingClub will be deducted from your loan proceeds, so the loan proceeds delivered
to you will be less than the full amount of your loan request. You acknowledge that the origination
fee will be considered part of the principal on your loan and is subject to the accrual of
interest. You agree to pay a fee of $15, or such lesser amount provided by applicable law, if ACH
transfers or checks are returned or fail due to insufficient funds in your account or for any other
reason. Each attempt to collect a payment is considered a separate transaction, so an unsuccessful
payment fee will be assessed for each failed attempt. The bank that holds your designated account
may assess its own fee in addition to the fee we assess. If any payment is more than 15 days late,
we may charge a late fee in an amount equal to the greater of 5% of the outstanding principal and
interest or $15, or such lesser amount as may be provided by applicable law. If a payment is more
than 30 days late, we shall charge such late fee. We will charge only one late fee on each late
payment. These fees may be collected using ACH transfers initiated by us from your designated
account. Any such late fee assessed is immediately due and payable. Any payment received after 5:00
P.M., San Francisco time, on a banking day is deemed received on the next succeeding banking day.



8. Default and Termination. Except as otherwise provided below, you will be deemed in default on
your loan (each, an “Event of Default”) if you: (1) fail to pay timely any amount due on your loan;
(2) file or have instituted against you any bankruptcy or insolvency proceedings or make any
assignment for the benefit of creditors; (3) die; (4) commit fraud or make any material
misrepresentation in this Agreement, the Note, or any other documents, applications or related
materials delivered to us in connection with your loan; or (5) fail to abide by the terms of this
Agreement.



Idaho, Iowa, Kansas, Maine and South Carolina residents
only: You will be in default if you fail to make a payment as required under the Note (or, for Iowa
residents, within 10 days of the time required by this Note) or if the prospect of your payment or
performance is significantly impaired.



Wisconsin residents only: You will be in default of your obligations under the Note if you
(1) permit to be outstanding an amount exceeding one full payment that has remained unpaid for more
than 10 days after its scheduled due date or deferred due date, or you fail to pay the first
payment or the last payment within 40 days of its scheduled due date or deferred due date, or (2)
fail to observe any other provision of the Note, the breach of which materially impairs your
ability to pay the amounts due under the Note.



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Upon the occurrence of an Event of Default, we may exercise all remedies available to us under
applicable law, this Agreement, and the Note, including without limitation (1) demand that you
immediately pay all amounts owed on your loan and (2) terminate this Agreement. Any loans you
obtain prior to the effective date of termination resulting from listings you placed on the Site
shall remain in full force and effect in accordance with their terms.



10. Collection & Reporting of Delinquent Loans. We reserve the right to report loan payment
delinquencies at or in excess of 30 days to one or more consumer reporting agencies in accordance
with applicable law. You agree to pay all costs of collecting any delinquent payments, including
reasonable attorneys’ fees, as permitted by applicable law.



11. Assignment of Your Loan. Following the closing of your loan you hereby agree that we may,
without notice to you, (i) assign all of our right, title and interest in this Agreement to
LendingClub; and (ii) assign your Note(s) to LendingClub.



12. NO GUARANTEE. WE DO NOT WARRANT OR GUARANTEE (1) THAT YOUR LOAN REQUEST WILL BE FUNDED, OR (2)
THAT YOU WILL RECEIVE A LOAN AS A RESULT OF POSTING A REQUEST.



13. Entire Agreement. This Agreement and any Note represents the entire agreement between you and
us regarding the subject matter hereof and supersedes all prior or contemporaneous communications,
promises and proposals, whether oral, written or electronic, between us with respect to your loan
request and loan. The WBK Privacy Notice attached as Exhibit B is incorporated by reference into
this Agreement.



14. Consent to Electronic Transactions and Disclosures. THIS AGREEMENT IS FULLY SUBJECT TO YOUR
CONSENT TO ELECTRONIC TRANSACTIONS AND DISCLOSURES, WHICH CONSENT IS SET FORTH IN THE TERMS OF USE.



15. Notices. All notices and other communications to you hereunder may be given by email to your
registered email address or posted on the Site, and shall be deemed to have been duly given and
effective upon transmission. You acknowledge that you have sole access to such email account and
your area on the Site and that communications from us may contain sensitive, confidential, and
collections-related communications. If your registered email address changes, you must notify
LendingCLub of the change by sending an email to support@Lendingclub.com or calling 866-754-4094.
You also agree to update your registered residence address and telephone number on the Site if they
change.



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16. NO WARRANTIES. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, WE MAKE NO REPRESENTATIONS OR
WARRANTIES TO YOU, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE.



17. LIMITATION ON LIABILITY. IN NO EVENT SHALL WE BE LIABLE TO YOU FOR ANY LOST PROFITS OR SPECIAL,
EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES.
FURTHERMORE, WE MAKE NO REPRESENTATION OR WARRANTY TO YOU REGARDING THE EFFECT THAT THE AGREEMENT
MAY HAVE UPON YOUR FOREIGN, FEDERAL, STATE OR LOCAL TAX LIABILITY.



18. Miscellaneous. The parties acknowledge that there are no third party beneficiaries to this
Agreement. You may not assign, transfer, sublicense or otherwise delegate your rights or
obligations under this Agreement to another person without our prior written consent. Any such
assignment, transfer, sublicense or delegation in violation of this Section shall be null and void.
We are located in the state of Utah and this Agreement and the Note will be entered into in the
state of Utah. The provisions of this Agreement will be governed by federal laws and the laws of
the state of Utah to the extent not preempted, without regard to any principle of conflicts of laws
that would require or permit the application of the laws of any other jurisdiction. Any waiver of a
breach of any provision of this Agreement will not be a waiver of any other subsequent breach.
Failure or delay by either party to enforce any term or condition of this Agreement will not
constitute a waiver of such term or condition. If at any time after the date of this Agreement, any
of the provisions of this Agreement shall be held by any court of competent jurisdiction to be
illegal, void or unenforceable, such provision shall be of no force and effect, but the illegality
and unenforceability of such provision shall have no effect upon and shall not impair the
enforceability of any other provisions of this Agreement. The headings in this Agreement are for
reference purposes only and shall not affect the interpretation of this Agreement in any way.



19. Arbitration.




EITHER YOU OR WBK MAY, IN YOUR OR ITS SOLE ELECTION, REQUIRE THAT THE SOLE AND EXCLUSIVE FORUM AND
REMEDY FOR ANY AND ALL PAST, PRESENT OR FUTURE DISPUTES AND CLAIMS RELATING IN ANY WAY TO OR
ARISING OUT OF THIS AGREEMENT, ANY LOANS YOU MAY REQUEST OR RECEIVE, AND/OR THE SERVICING OF YOUR
LOAN, IF FUNDED (EACH, A “DISPUTE”), INCLUDING CLAIMS BY OR AGAINST (I) YOU AND/OR ANY PERSON
CLAIMING THROUGH YOU AND (II) WBK AND/OR ANY PERSON CLAIMING THROUGH WBK, BE FINAL AND BINDING
ARBITRATION, except that, to the extent that you have in any manner infringed upon or violated or
threatened to



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infringe upon or violate our patent, copyright, trademark or trade secret rights, we may seek
injunctive or other appropriate relief.



You may opt out of this arbitration agreement by writing to LendingClub Corporation, 440 N Wolfe
Road, Sunnyvale, California 94085, Attention: Loan Processing Department, within 30 days of the
execution of this Agreement.



Arbitration under this Agreement shall be conducted by the American Arbitration Association (the
“AAA”) under its Commercial Arbitration Rules and, in the case of consumer disputes, the AAA’s
Supplementary Procedures for Consumer Related Disputes (the “AAA Consumer Rules”) (collectively the
“AAA Rules”). The location of the arbitration and the allocation of costs and fees for such
arbitration shall be determined in accordance with such AAA Rules and shall be subject to the
limitations provided for in the AAA Consumer Rules (for consumer disputes). If such costs are
determined to be excessive in a consumer dispute, we will be responsible for paying all arbitration
fees and arbitrator compensation in excess of what is deemed reasonable. The arbitrator’s award
shall be binding and may be entered as a judgment in any court of competent jurisdiction.



To the fullest extent permitted by applicable law, NO ARBITRATION OR CLAIM UNDER THIS AGREEMENT
SHALL BE JOINED TO ANY OTHER ARBITRATION OR CLAIM, INCLUDING ANY ARBITRATION OR CLAIM INVOLVING WBK
OR ANY CURRENT OR FORMER MEMBER OF LENDINGCLUB, AND NO CLASS ARBITRATION PROCEEDINGS SHALL BE
PERMITTED.



This arbitration agreement is made pursuant to a transaction involving interstate commerce and
shall be governed by and enforceable under the Federal Arbitration Act (the “FAA”). The arbitrator
will apply substantive law consistent with the FAA and applicable statutes of limitations. The
arbitrator may award damages or other types of relief permitted by applicable substantive law,
subject to the limitations set forth in the paragraph above prohibiting the consolidation of
claims. The AAA Rules, which you may obtain from that organization, shall govern the arbitration
unless they conflict with this arbitration agreement, in which case this arbitration agreement will
control. The arbitrator will not be bound by judicial rules of procedure and evidence that would
apply in a court, nor to state or local laws that relate to arbitration proceedings.



This arbitration agreement shall survive (i) suspension, termination, revocation, closure, or
changes of this Agreement and your relationship with LendingClub or WBK; (ii) the bankruptcy or
insolvency of any party or other person; and (iii) any transfer of any loan or promissory note(s)
which you hold or owe, or any amounts owed on such loans or notes, to any other person or entity.
This arbitration agreement is to be given the broadest possible reading that is enforceable. If any
portion of this arbitration



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agreement is deemed invalid or unenforceable, the remaining portions of this
arbitration agreement shall nevertheless remain valid and in force, except that in no event shall
any such invalidation be deemed to authorize an arbitrator to determine claims or make awards
beyond the scope of authority as limited in this arbitration agreement.



Exhibit A




NON-NEGOTIABLE PROMISSORY NOTE




Borrower
name and address:                                          (not visible to lenders)




$                     




                    ,
200_




For value received, I (“Borrower”) promise to pay to the order of WebBank or any subsequent holder
(“you” or “Lender”) of this Promissory Note (the
“Note”) the principal sum of                     
($                    ) Dollars with interest as set forth below. I intend to be legally bound by this Note. I
have read, understood, and agreed to all of the terms of this Note.



Interest. This Note bears interest during each calendar month from the date hereof until
paid, at a fixed rate of                     (%) annual percentage rate. Interest is calculated on a monthly
basis upon the unpaid balance with each date representing 1/12th of a year.



Payments. Principal and interest is to be paid during and throughout the period of
thirty-six (36) months, unless a shorter period is required by law, in the following manner:



Payments
of principal and interest in the amount of                      ($                    ) Dollars are to be
made by the Borrower to the Lender commencing                     , 200_, and on the same day of each
successive month thereafter until                     , 200___, when the full amount of unpaid principal,
together with unpaid accrued interest is due and payable. If the monthly anniversary is on the
29th, 30th, or 31st of the month, and the following month does not have a 29th, 30th, or 31st day,
the monthly payment will be due on the last day of the month in which the payment was due. The last
payment might be of a slightly different amount to adjust for rounding.



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All payments on this Note are to be made in immediately available lawful money of the United
States. Borrower authorizes Lender to debit Borrower’s designated account by Automated Clearing
House (“ACH”) transfer for the amount of each payment due on each due date. Borrower acknowledges
and agrees that the loan reflects a discount of 5 percent (5%) off the interest rate, which is
contingent upon Borrower making loan payments by ACH transfer. Borrower may elect to make payments
by personal check by contacting support@lendingclub.com or by regular mail at LendingClub
Corporation, 440 N Wolfe Road, Sunnyvale, California 94085, Attention: Loan Processing Department.
If Borrower elects to make payments by check, the interest rate discount will be cancelled and the
interest rate will be increased immediately starting with the next payment by 5 percent (5%) for
the remaining term of this Note. For example, if your loan had an interest rate of 10 percent
(10%), your interest rate would increase to 15 percent (15%). In such event, the term of the Note
and the number of payments will remain the same, but the payment amount will increase. This
authorization does not affect Borrower’s obligations to pay when due all amounts payable under this
Note, whether or not there are sufficient funds therefore in such accounts. The foregoing
authorization is in addition to, and not in limitation of, any rights of setoff Lender may have.
With regard to payments made by automatic withdrawal, Borrower has the right to stop payment of
automatic withdrawals or revoke Borrower’s prior authorization for automatic withdrawals by
notifying Borrower’s financial institution at least three (3) banking days before the scheduled
date of transfer. Borrower will notify Lender of the exercise of Borrower’s right to stop a payment
or revoke Borrower’s authorization for automatic withdrawals at least three (3) banking days before
the scheduled date of transfer. All payments are to be applied first to the payment of all fees,
expenses and other amounts due to Lender (excluding principal and interest), then to accrued
interest, and the balance on account of outstanding principal; provided, however, that after an
Event of Default (as defined below), payments will be applied to Borrower’s obligations as Lender
determines in its sole discretion.



Fees and Charges. A non-refundable origination fee paid by Borrower to LendingClub
Corporation, in the amount and on the terms set forth in Borrower’s agreement with LendingClub
Corporation, will be deducted from Borrower’s loan proceeds, so the loan proceeds delivered to
Borrower will be less than the full amount of Borrower’s loan request. Borrower acknowledges that
the origination fee will be considered part of the principal of Borrower’s loan and is subject to
the accrual of interest. Borrower agrees to pay a fee of $15, or such lesser amount provided by
applicable law, if ACH transfers or checks are returned or fail due to insufficient funds in
Borrower’s account or for any other reason. Borrower acknowledges that the bank that holds
Borrower’s designated account may charge a fee in addition to this fee. Each attempt to collect a
payment is considered a separate transaction, so an unsuccessful payment fee will be assessed for
each failed attempt. If Borrower’s payment is more than



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15 days late, Lender may charge a late fee
in an amount the greater of 5% of the outstanding
payment or $15, or such lesser amount as may be provided by applicable law. If Borrower’s payment
is more than 30 days late, Lender shall charge such late fee. These fees may be collected using ACH
transfers initiated by us from Borrower’s designated account. Any such late fee assessed is
immediately due and payable. Any payment received after 5:00 P.M., San Francisco time, on a banking
day is deemed received on the next succeeding banking day.



Prepayments and Partial Payments. Borrower may make any payment early, in whole or in
part, without penalty or premium at any time. Any partial prepayment is to be applied against the
principal amount outstanding and does not postpone the due date of any subsequent monthly
installments, unless Lender otherwise agrees in writing. If Borrower prepays this Note in part,
Borrower agrees to continue to make regularly scheduled payments until all amounts due under this
Note are paid. Lender may accept late payments or partial payments, even though marked “paid in
full”, without losing any rights under this Note.



Use of Funds. Borrower certifies that the proceeds of the loan will not be used for the
purpose of purchasing or carrying any securities or to fund any illegal activity.



Default. Except as provided below, Borrower will be deemed in default (each, an “Event of
Default”) of Borrower’s obligations under this Note if Borrower: (i) fails to pay timely any amount
due under this Note; (ii) files or has instituted against Borrower any bankruptcy or insolvency
proceedings or makes any assignment for the benefit of creditors; (iii) dies; (iv) commits fraud or
makes any material misrepresentation in this Note; or (v) fails to abide by the terms of this Note.



Idaho, Iowa, Kansas, Maine and South Carolina residents
only: Borrower will be in default of Borrower’s obligations under this Note if Borrower fails to
make a payment as required under the Note (or, for Iowa residents, within 10 days of the time
required by this Note) or if the prospect of Borrower’s payment or performance is significantly
impaired.



Wisconsin residents only: Borrower will be in default of Borrower’s obligations under this
Note if Borrower (1) permits to be outstanding an amount exceeding one full payment that has
remained unpaid for more than 10 days after its scheduled due date or deferred due date, or
Borrower fails to pay the first payment or the last payment within 40 days of its scheduled due
date or deferred due date, or (2) fails to observe any other provision of this Note, the breach of
which materially impairs Borrower’s ability to pay the amounts due under this Note.



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Upon the occurrence of an Event of Default, Lender may exercise all remedies available to it under
applicable law, including demand upon Borrower to immediately pay all amounts due under this Note.
Lender reserves the right to report loan payment delinquencies of 30 days or longer to one or more
consumer reporting agencies in accordance with applicable law. Borrower agrees to pay all costs of
collecting any delinquent payments, including reasonable attorneys’ fees, as permitted by
applicable law.



Miscellaneous.



This Note is not negotiable. Lender may assign this Note without notice to Borrower. Borrower may
not assign this Note without the prior written consent of Lender. This Note inures to the
successors, permitted assigns, heirs and representatives of Borrower and Lender.



Borrower hereby waives demand, notice of non-payment, protest, and all other notices or demands
whatsoever, and hereby consents that without notice to and without releasing the liability of any
party, the obligations evidenced by this Note may from time to time, in whole or part, be renewed,
extended, modified, accelerated, compromised, settled or released by Lender.



Any changes to this Note must be in writing signed by Borrower and Lender. Notices will be mailed
electronically to the addresses provided.



Controlling Law. We are located in the State of Utah and this Note has been executed and
delivered in the State of Utah and is deemed a contract made under such state’s law. The provisions
of this Note will be governed by federal laws and the laws of the State of Utah to the extent not
preempted, without regard to any principle of conflicts of law. The unenforceability of any
provision of this Note shall not affect the enforceability or validity of any other provision of
this Note.



STATE LAW NOTICES:




CALIFORNIA RESIDENTS ONLY: A married applicant may apply for a separate account. If Lender
takes any adverse action as defined by § 1785.3 of the California Civil Code and the adverse action
is based, in whole or in part, on any information contained in a consumer credit report, Borrower
has the right to obtain within 60 days a free copy of Borrower’s consumer credit report from the
consumer reporting agency who furnished the consumer credit report and from any other consumer
credit reporting agency that complies and maintains files on consumers on a nationwide basis.



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CALIFORNIA AND UTAH RESIDENTS: As required by California and Utah law, Borrower is
hereby notified that a negative credit report reflecting on Borrower’s credit record may be
submitted to a credit reporting agency if Borrower fails to fulfill the terms of Borrower’s credit
obligations.



KANSAS (and IOWA residents if the principal amount of this loan exceeds $20,000):
IMPORTANT: READ BEFORE SIGNING. THE TERMS OF THIS AGREEMENT SHOULD BE READ CAREFULLY BECAUSE ONLY
THOSE TERMS IN WRITING ARE ENFORCEABLE. NO OTHER TERMS OR ORAL PROMISES NOT CONTAINED IN THIS
WRITTEN CONTRACT MAY BE LEGALLY ENFORCED. LENDER MAY CHANGE THE TERMS OF THIS AGREEMENT ONLY BY
ANOTHER WRITTEN AGREEMENT.



MARYLAND RESIDENTS ONLY: Lender elects to make this loan pursuant to Subtitle 10 (Credit
Grantor Closed End Credit provisions) of Title 12 of the Maryland Commercial Law Article only to
the extent that such provisions are not inconsistent with Lender’s authority under federal law (12
U.S.C. § 85, § 1463(g), or § 1831d, as appropriate) and related regulations and interpretations,
which authority Lender expressly reserves.



MASSACHUSETTS RESIDENTS ONLY: Massachusetts law prohibits discrimination based upon marital
status or sexual orientation.



MISSOURI AND NEBRASKA RESIDENTS: ORAL LOAN AGREEMENTS OR COMMITMENTS TO LOAN MONEY,
EXTEND CREDIT OR TO FORBEAR FROM ENFORCING REPAYMENT OF SUCH DEBT, INCLUDING PROMISES TO EXTEND OR
RENEW SUCH DEBT, ARE NOT ENFORCEABLE. TO PROTECT BORROWER(S) AND THE LENDER AND ANY HOLDER OF THIS
NOTE FROM MISUNDERSTANDING OR DISAPPOINTMENT, ANY AGREEMENTS WE REACH COVERING SUCH MATTERS ARE
CONTAINED IN THIS WRITING, WHICH IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN
US, EXCEPT AS WE MAY LATER AGREE IN WRITING TO MODIFY IT.



NEW JERSEY RESIDENTS: The section headings of the Note are a table of contents and not
contract terms. Portions of this Note with references to actions taken to the extent of applicable
law apply to acts or practices that New Jersey law permits or requires. In this Note, actions or
practices (i) by which Lender is or may be permitted by “applicable law” are permitted by New
Jersey law, and (ii) that may be or will be taken by Lender unless prohibited by “applicable law”
are permitted by New Jersey law.



NEW YORK, RHODE ISLAND and VERMONT RESIDENTS: Borrower understands and
agrees that Lender may obtain a consumer credit report in connection with this application and in
connection with any



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update, renewals for extension of any credit as a result of this application.
If Borrower asks, Borrower will be informed whether or not such a report was obtained, and if so,
the name and address of the agency that furnished the report. Borrower also understands and agrees
that Lender may obtain a
consumer credit report in connection with the review or collection of any loan made to Borrower as
a result of this application or for other legitimate purposes related to such loans.



OHIO RESIDENTS ONLY: The Ohio laws against discrimination require that all creditors make
credit equally available to all credit-worthy customers, and that credit reporting agencies
maintain separate credit histories on each individual upon request. The Ohio Civil Rights
Commission administers compliance with the law.



WISCONSIN RESIDENTS ONLY: For married Wisconsin residents, Borrower’s signature confirms
that this loan obligation is being incurred in the interest of Borrower’s marriage or family. No
provision of any marital property agreement (pre-marital agreement), unilateral statement under §
766.59 of the Wisconsin statutes or court decree under § 766.70 adversely affects Lender’s interest
unless, prior to the time that the loan is approved, Lender is furnished with a copy of the marital
property agreement, statement, or decree or have actual knowledge of the adverse provision. If this
loan for which Borrower is applying is granted, Borrower will notify Lender if Borrower has a
spouse who needs to receive notification that credit has been extended to Borrower.



SCREEN NAME OF BORROWER

BY: LENDINGCLUB CORPORATION

ATTORNEY-IN-FACT FOR BORROWER

(SIGNED ELECTRONICALLY)




Exhibit B




WBK PRIVACY NOTICE




Introduction:




At WBK, the basis of each customer relationship is trust and confidence. As financial services
professionals entrusted with sensitive financial information, we respect the privacy of our
customers and are committed to treating customer information responsibly.



We are dedicated to protecting your confidential information and have established standards and
procedures to safeguard your personal information. This notice is to make you aware of how we treat
the personal information we receive about you.



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Our Privacy Policy:




It is our policy that we do not disclose nonpublic personal information about our customers, except
as provided by law.



Nonpublic personal information is nonpublic information about you that we obtain in connection with
providing a financial product or service to you. In particular, we do not provide account or
personal information to nonaffiliated companies for independent telemarketing or direct mail
marketing of any products or services of those companies.



How we collect Information:




Information about consumers is accumulated in various ways. Customers provide some themselves on
applications, or other forms. WBK develops other data as part of providing a product or service to
a customer. Still other information is obtained from outside sources such as consumer reporting
agencies.



Confidentiality:




We will limit the use and collection of information about our customers to that which is necessary
to conduct our business. We use information to protect and administer your records, accounts and
funds; to comply with certain laws and regulations; to help us design or improve our products and
services; and to understand your financial needs so that we can provide you with quality products
and superior service.



We do not reveal specific information about your accounts or other personally identifiable data to
parties outside our bank and companies for their independent use unless:




	•	 	You request or authorize it and we approve it;
	 
	•	 	The information is provided to help complete a transaction initiated by you;
	 
	•	 	The information is provided to LendingClub;
	 
	•	 	The information is provided to a reputable credit bureau or similar information reporting
agency; or
	 
	•	 	The disclosure is lawfully permitted or required.





Limits on Employee Access:




At WBK, employee access to personally identifiable customer information is limited to those with a
business reason to know such information. Employees are educated on the importance of maintaining



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the confidentiality of customer information and on these Privacy Principles. All WBK employees are
responsible for maintaining the confidentiality of customer information.



Security:




We safeguard personal and financial information according to established standards and procedures.
All of our operational and data processing systems are in a secure environment that protects your
account information from being accessed by third parties. Our employees are trained to understand
and comply with these information principles.



Information about former customers:




We maintain the same policy about disclosing information about former customers as we do about
current customers.



Complete and Accurate Information:




We continually strive to maintain complete and accurate information about you and your accounts.
Should you ever believe that our records contain inaccurate or incomplete information about you,
please notify us. We will investigate your concerns and correct any inaccuracies.



Future changes:




We reserve the right to change the procedures and other provisions in this disclosure at any
anytime. If we do, we will notify you of those changes.



If you have questions:




WBK recognizes and respects the privacy expectations of our customers. We want our customers to
understand our commitment to privacy in our use of customer information. As a result of our
commitment, we have developed this Privacy Notice, which is available to our customers.



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