FIRST AMENDMENT TO LOAN ACCOUNT
PROGRAM AGREEMENT
This FIRST AMENDMENT TO LOAN ACCOUNT PROGRAM
AGREEMENT (“Amendment”) is made and entered into as of
April 30, 2008 (the “Amendment Effective Date”) by
and between WEBBANK (“Bank”) and LENDINGCLUB
CORPORATION (“Company”).
WHEREAS, Bank and Company are parties to that
certain Loan Account Program Agreement dated as of
December 10, 2007 (the “Agreement”);
and
WHEREAS, pursuant to Section 23 of the
Agreement, Bank and Company desire to amend and modify the
Agreement as set forth in this Amendment.
NOW, THEREFORE, in consideration of the
foregoing and the mutual covenants and promises set forth herein,
the parties hereby agree as follows:
1. Definitions . Unless otherwise defined herein, all
capitalized terms used in this Amendment will have the meanings
ascribed to them in the Agreement.
2. Annual Certification of Compliance
. Section 31 of the Agreement
is deleted in its entirety and the following new section 31 is
inserted in lieu thereof:
“31. Compliance with Applicable Laws:
Program Compliance Manual . Company shall comply with
Applicable Laws and the Program Compliance Manual in its
performance of this Agreement, including Loan Account solicitation,
Application processing and preparation of Loan Account Agreements
and other Loan Account documents. Except as required by Applicable
Law, Company may not amend or otherwise modify the Program
Compliance Manual without the prior written consent of Bank, which
consent shall not be unreasonable withheld or delayed. A copy of
the Program Compliance Manual is attached hereto as
Exhibit G . Without limiting the foregoing,
Company shall:
(a) apply to all Applicants customer
identification procedures that comply with Section 326 of the
USA PATRIOT Act of 2001 (“Patriot Act”) and the
implementing regulations applicable to Bank (31 C.F.R. §
103.121);
(b) retain for five (5) years after a
Loan Account is purchased from Bank, and deliver to Bank upon
request: (i) the Applicant’s name, address, social
security number, and date of birth obtained pursuant to such
customer identification procedures; (ii) a description of the
methods and the results of any measures undertaken to verify the
identity of the Applicant; and (iii) a description of the
resolution
