SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT

EXHIBIT 10.1

SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT

THIS SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “ Agreement ”) dated as of the Effective Date by and between SILICON VALLEY BANK (“ BANK ”), and LENDINGCLUB CORPORATION , a Delaware corporation (“ Borrower ”), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. The parties agree as follows:

Recitals .

A. Borrower is engaged in the business of purchasing and servicing loans made by WebBank to Borrower Members (collectively, the “ Borrower Member Loans ”, and each, a “ Borrower Member Loan ”). Upon the making of a Borrower Member Loan, Borrower purchases such Borrower Member Loan pursuant to the Loan Servicing Documents. In order to fund the making and purchase of each Borrower Member Loan, Borrower issues and sells to Lender Members, and such Lender Members purchase from Borrower, Borrower Securities (as defined herein). The Borrower Securities are repaid by Borrower solely from the proceeds of such Borrower Member Loan and otherwise are without recourse to Borrower.

B. Bank, in its capacity as Collection Agent, Gold Hill Venture Lending 03, LP (“ Gold Hill ”), in its capacity as Administrative Agent, and certain Lenders named therein entered into (i) that certain Loan and Security Agreement dated February 19, 2008 (as amended from time to time, the “ Prior Gold Hill Loan Agreement ”) pursuant to which Gold Hill made advances to Borrower in the original principal amount of Five Million Dollars ($5,000,000) (the “ Existing 2008 Gold Hill Line ”), and (ii) that certain Loan and Security Agreement dated May 18, 2009 (as amended from time to time, the “ Prior Joint Loan Agreement ”) pursuant to which Gold Hill made advances to Borrower in the original principal amount of Two Million Dollars ($2,000,000) (the “ Existing 2009 Gold Hill Line ”) and Bank made advances to Borrower in the original principal amount of Two Million Dollars ($2,000,000) (the “ Existing 2009 Bank Line ”). In addition, Bank has entered into that certain Amended and Restated Loan and Security Agreement dated October 7, 2008 (as amended from time to time, the “ Prior Bank Loan Agreement ”, and together with the Prior Gold Hill Loan Agreement and the Prior Joint Loan Agreement, collectively, the “ Prior Loan Agreements ”) pursuant to which Bank made advances to Borrower in the aggregate original principal amount of Four Million Dollars ($4,000,000) (the “ Existing 2008 Bank Line ”, and together with the Existing 2009 Bank Line, the “ Bank Line ”).

C. Borrower has requested that Bank (i) consent to a Lien on the Secured Member Payment Dependent Note Collateral (as defined herein) in favor of Wells Fargo Bank, National Association, as Collateral Trustee, for the benefit of Lender Members holding Secured Member Payment Dependent Notes (the “ Trustee Lien ”), and (ii) consolidate the three (3) Prior Loan Agreements into two (2) loan agreements, and Bank has so agreed, but only to the extent, in accordance with the terms, subject to the conditions and in reliance upon the representations and warranties set forth in this Agreement and the Gold Hill Loan Agreement (as defined herein).

D. In consideration of the foregoing, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Borrower hereby amends and restates the Prior Bank Loan Agreement in its entirety and the Prior Joint Loan Agreement with respect to the Existing 2009 Bank Line, and covenants, promises, agrees, represents and warrants, with and for the benefit of Bank, as follows:

1 ACCOUNTING AND OTHER TERMS

Accounting terms not defined in this Agreement shall be construed following GAAP. Calculations and determinations must be made following GAAP. Capitalized terms not otherwise defined in this Agreement shall have the meanings set forth in Section 13. All other terms contained in this Agreement, unless otherwise indicated, shall have the meaning provided by the Code to the extent such terms are defined therein.

2 LOAN AND TERMS OF PAYMENT

2.1 Promise to Pay . Borrower hereby unconditionally promises to pay Bank the outstanding principal amount of all Credit Extensions and accrued and unpaid interest thereon as and when due in accordance with this Agreement.

2.1.1 Bank Line . Borrower represents and warrants to Bank that as of the date of this Agreement, the outstanding principal balance of the Bank Line is $4,208,186.39. Borrower acknowledges and agrees that the provisions of this Agreement and the Loan Documents shall supersede and replace (i) the Prior Joint Loan Agreement with respect to the Existing 2009 Bank Line, (ii) the Prior Bank Loan Agreement in its entirety, and (iii) there is no further availability to borrower under the Bank Line. The advances under the Existing 2009 Bank Line are hereinafter referred to individually, as an “ Existing 2009 Bank Line Advance ” and collectively as the “ Existing 2009 Bank Line Advances ”; the advances under the Existing 2008 Bank Line are hereinafter referred to individually, as an “ Existing 2008 Bank Line Advance ” and collectively as the “ Existing 2008 Bank Line Advances ”; and the Existing 2009 Bank Line Advances and the Existing 2008 Bank Line Advances are each hereinafter referred to individually, as an “ Advance ” and collectively as the “ Advances ”. With respect to each Advance, Borrower has caused WebBank to execute and deliver a listing of the notes payable to Borrower in the amount of the portion of the Eligible Loan financed by such Advance (the “ Financed Loan Note ”) and each such Financed Loan Note will be stored electronically in the Borrower’s lending account and electronically endorsed by WebBank to Borrower. Upon any Bank’s request, Borrower shall deliver to such Bank evidence satisfactory to such Bank that the Financed Loan Notes for such Bank have been electronically endorsed by WebBank to Borrower. The portion of the Eligible Loan financed by the Advance and evidenced by the Financed Loan Note is a “ Financed Loan ”. Borrower shall immediately electronically endorse the Financed Loan Note or Financed Loan Notes to Bank using the Standard Assignment Forms.

2.2 Reserved .

2.3 Repayment of Credit Extensions .

(a)  Principal and Interest Payments . Borrower shall continue to make equal monthly payments of principal and interest, each in an amount sufficient to fully amortize the amount of each outstanding Advance during the Repayment Period. Notwithstanding the forgoing, all unpaid principal and accrued and unpaid interest is due and payable in full on the Maturity Date. An Advance may only be prepaid in accordance with Sections 2.4, 2.5, and 2.6.

(b) Interest Rate .

(i) Subject to Section 2.3(c), the principal amount outstanding for each Existing 2008 Bank Line Tranche One shall accrue interest at a fixed per annum rate of eight and one-half of one percent (8.50%) which interest shall be payable monthly in accordance with Section 2.3(a) above.

(ii) Subject to Section 2.3(c), the principal amount outstanding for each Existing 2008 Bank Line Tranche Two and Existing 2009 Bank Line Advance shall accrue interest at a fixed per annum rate of ten percent (10%), which interest shall be payable monthly in accordance with Section 2.3(a) above.

(c)  Default Rate . Immediately upon the occurrence and during the continuance of an Event of Default, Obligations shall bear interest at a rate per annum which is five (5) percentage points above the rate that is otherwise applicable thereto (the “ Default Rate ”). Payment or acceptance of the increased interest rate provided in this Section 2.3(c) is not a permitted alternative to timely payment and shall not constitute a waiver of any Event of Default or otherwise prejudice or limit any rights or remedies of Bank.

(d)  360-Day Year . Interest shall be computed on the basis of a 360-day year for the actual number of days elapsed.

(e)  Debit of Accounts . Bank may debit any of Borrower’s deposit accounts, including the Operating Account, for principal and interest payments or any other amounts Borrower owes Bank when due. These debits shall not constitute a set-off.

(f)  Payments . Unless otherwise provided, interest is payable monthly on the first (1 ^st ) calendar day of each month. Payments of principal and/or interest received after 12:00 p.m. Pacific time are considered received at the opening of business on the next Business Day. When a payment is due on a day that is not a Business Day, the payment is due the next Business Day and additional fees or interest, as applicable, shall continue to accrue.

2.4 Permitted Prepayment of Advances . So long as no Event of Default has occurred and is continuing, Borrower shall have the option to prepay all, but not less than all, of each Advance, provided Borrower (a) delivers written notice to Bank of its election to prepay such Advance at least thirty (30) days prior to such prepayment, and (b) pays, on the date of such prepayment (i) all outstanding principal plus accrued and unpaid interest for such Advance, (ii) the Final Payment for such Advance, and (iii) all other sums, if any, that shall have become due and payable for such Advance, including interest at the Default Rate with respect to any past due amounts.

2.5 Mandatory Prepayment Upon an Acceleration . If the Advances are accelerated following the occurrence of an Event of Default or otherwise, Borrower shall immediately pay to Bank an amount equal to the sum of: (i) all outstanding principal plus accrued interest, (ii) the Final Payment, plus (iii) all other sums, if any, that shall have become due and payable, including interest at the Default Rate with respect to any past due amounts.

2.6 Mandatory Prepayment Upon Prepayment of Eligible Loans . Upon the request of Bank, Borrower shall pay to Bank the aggregate amount of Financed Loans which were repaid or Charged-off, in whole or in part, during such fiscal quarter.

2.7 Fees . Borrower shall pay to Bank:

(a)  Final Payment . On the earliest of (i) the Maturity Date, (ii) the termination of the Bank Line or (iii) the prepayment of the Advances, Borrower shall pay, in addition to the outstanding principal, accrued and unpaid interest, and all other amounts due on such date, an amount equal to the Final Payment.

(b)  Bank’s Expenses . All Bank Expenses (including reasonable attorneys’ fees and expenses, plus expenses for documentation and negotiation of this Agreement, incurred through and after the Effective Date, when due.

2.8 Additional Costs . If any law or regulation increases any Bank’s costs or reduces its income for any loan, Borrower shall pay the increase in cost or reduction in income or additional expense; provided, however, that Borrower shall not be liable for any amount attributable to any period before one hundred eighty (180) days prior to the date Bank notifies Borrower of such increased costs. Bank agrees that they shall allocate any increased costs among their customers similarly affected in good faith and in a manner consistent with Bank’s customary practice.

3 RESERVED.

4 CREATION OF SECURITY INTEREST

(a) Borrower hereby grants to Bank, to secure the payment and performance in full of all of the Obligations a continuing security interest in, and pledges to Bank, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. Borrower represents, warrants, and covenants that the security interest granted herein shall be a first priority perfected security interest in the Collateral (subject only to Permitted Liens that may have priority to Bank, and Bank’s Liens as permitted under this Agreement). If Borrower shall acquire a commercial tort claim, Borrower shall promptly notify Bank in a writing signed by Borrower of the general details thereof and grant to Bank, in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance reasonably satisfactory to Bank.

(b) Borrower hereby assigns, pledges, delivers, and transfers to Bank, a continuing first priority security interest in and against all right, title and interest of the following, whether now or hereafter existing or acquired by Borrower:

(i) any and all Pledged CD now or hereafter issued from time to time to Borrower by Bank in accordance with Section 6.8, including without and general intangibles arising therefrom or relating thereto; and all documents, instruments and agreements evidencing the same; and all extensions, renewals, modifications and replacements of the foregoing; and any interest or other amounts payable in connection therewith.

(ii) all proceeds of the foregoing (including whatever is receivable or received when any and all Pledged CD or proceeds is invested, sold, collected, exchanged, returned, substituted or otherwise disposed of, whether such disposition is voluntary or involuntary, including rights to payment and return premiums and insurance proceeds under insurance with respect to any Pledged CD, and all rights to payment with respect to any cause of action affecting or relating to the Pledged CD); and

(iii) all renewals, replacements and substitutions of items of any Pledged CD.

If this Agreement is terminated, Bank’s Liens in the Collateral shall continue until the Obligations (other than inchoate indemnity obligations) are repaid in full in cash. The parties to this Agreement do not intend that Borrower’s delivery of any Pledged CD to Bank as herein provided will constitute an advance payment of any Obligations or liquidated damages, nor do the parties intend that any Pledged CD increase the dollar amount of the Obligations.

4.2 Authorization to File Financing Statements . Borrower hereby authorizes Bank to file financing statements, without notice to Borrower, with all appropriate jurisdictions to perfect or protect Bank’s interest or rights hereunder.

5 REPRESENTATIONS AND WARRANTIES

Borrower represents and warrants to Bank as follows:

5.1 Due Organization, Authorization; Power and Authority . Borrower is duly existing and in good standing as a Registered Organization in its jurisdiction of formation and is qualified and licensed to do business and is in good standing in any jurisdiction in which the conduct of its business or its ownership of property requires that it be qualified except where the failure to do so could not reasonably be expected to have a material adverse effect on Borrower’s business. In connection with this Agreement, Borrower has delivered to Bank a completed certificate signed by Borrower, entitled “Perfection Certificate”. Borrower represents and warrants to Bank that (a) Borrower’s exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; (b) Borrower is an organization of the type and is organized in the jurisdiction set forth in the Perfection Certificate; (c) the Perfection Certificate accurately sets forth Borrower’s organizational identification number or accurately states that Borrower has none; (d) the Perfection Certificate accurately sets forth Borrower’s place of business, or, if more than one, its chief executive office as well as Borrower’s mailing address (if different than its chief executive office); (e) Borrower (and each of its predecessors) has not, in the past five (5) years, changed its jurisdiction of formation, organizational structure or type, or any organizational number assigned by its jurisdiction; and (f) all other information set forth on the Perfection Certificate pertaining to Borrower and each of its Subsidiaries is accurate and complete (it being understood and agreed that Borrower may from time to time update certain information in the Perfection Certificate after the Effective Date to the extent permitted by one or more specific provisions in this Agreement).

The execution, delivery and performance by Borrower of the Loan Documents to which it is a party have been duly authorized, and do not (i) conflict with any of Borrower’s Operating Documents, (ii) contravene, conflict with, constitute a default under or violate any material Requirement of Law, (iii) contravene, conflict or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Borrower or any its Subsidiaries or any of their property or assets may be bound or affected, (iv) require any action by, filing, registration, or qualification with, or Governmental Approval from, any Governmental Authority (except such Governmental Approvals which have already been obtained and are in full force and effect or (v) constitute an event of default under any material agreement by which Borrower is bound. Borrower is not in default under any agreement to which it is a party or by which it is bound in which the default could have a material adverse effect on Borrower’s business.

5.2 Collateral . Borrower has good title to, has rights in, and the power to transfer each item of the Collateral upon which it purports to grant a Lien hereunder, free and clear of any and all Liens except Permitted Liens. Borrower has no deposit accounts other than the deposit accounts with Bank, the Clearing Account, the Trust Account, the Borrower Account, the Investor Account, the deposit accounts, if any, described in the Perfection Certificate delivered to Bank in connection herewith, or of which Borrower has given Bank notice and taken such actions as are necessary to give Bank a perfected security interest therein. The Eligible Loans are bona fide, existing obligations of the Loan Debtors.

The Collateral is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate. None of the components of the Collateral shall be maintained at locations other than as provided in the Perfection Certificate or as Borrower has given Bank notice pursuant to Section 7.2. In the event that Borrower, after the date hereof, intends to store or otherwise deliver any portion of the Collateral to a bailee, then Borrower will first receive the written consent of Bank and such bailee must execute and deliver a bailee agreement in form and substance satisfactory to Bank in its sole discretion. Upon any Transfer permitted under Section 7.1(e) hereof prior to an Event of Default, Bank’s Lien in such assets shall be released without any further act of Bank or Borrower. Bank shall take all actions reasonably requested by Borrower, at Borrower’s expense, to evidence such release.

Bank and Borrower hereby acknowledge and agree that, notwithstanding anything set forth to the contrary herein, (a) the Collateral shall include all amounts deposited into the Clearing Account, to the extent that such amounts are proceeds of Financed Loans, and (b) the first priority security interest granted by Borrower to Bank pursuant to the Loan Agreement shall at all times remain in full force and effect with respect to all proceeds of, and any other amounts received in connection with, all Financed Loans regardless of the locations of such proceeds and amounts, including, without limitation, any such proceeds and amounts deposited into the Clearing Account.

5.3 Financed Loans . Borrower represents and warrants for each Financed Loan and each Pledged Investor Loan:

(a) Borrower is the owner of and has the legal right to sell, transfer, assign and encumber such Financed Loan and/or Pledged Investor Loan;

(b) The amount of such Financed Loan and/or Pledged Investor Loan is not disputed;

(c) Such Financed Loan and/or Pledged Investor Loan is due to Borrower, is not past due or in default, has not been previously sold, assigned, transferred, or pledged and is free of any Liens, security interests and encumbrances other than Permitted Liens;

(d) The Financed Loan Note and/or Pledged Investor Note is in Borrower’s possession and has not been transferred to any third party;

(e) Borrower reasonably believes no Loan Debtor is insolvent or subject to any Insolvency Proceedings;

(f) No Borrower Member Loan is the subject of an Insolvency Proceeding and Borrower does not anticipate any filing; and

(g) Bank has the right to endorse and/or require Borrower to endorse all Financed Loan Notes and Pledged Investor Notes.

5.4 Litigation . There are no actions or proceedings pending or, to the knowledge of the Responsible Officers, threatened in writing by or against Borrower or any of its Subsidiaries involving more than Fifty Thousand Dollars ($50,000).

5.5 No Material Deviation in Financial Statements . All consolidated financial statements for Borrower and any of its Subsidiaries delivered to Bank fairly present in all material respects Borrower’s consolidated financial condition and Borrower’s consolidated results of operations. There has not been any material deterioration in Borrower’s consolidated financial condition since the date of the most recent financial statements submitted to Bank.

5.6 Solvency . The fair salable value of Borrower’s assets (including goodwill minus disposition costs) exceeds the fair value of its liabilities; Borrower is not left with unreasonably small capital after the transactions in this Agreement; and Borrower is able to pay its debts (including trade debts) as they mature.

5.7 Regulatory Compliance .

(a) Borrower is not an “investment company” or a company “controlled” by an “investment company” under the Investment Company Act. Borrower is not engaged as one of its important activities in extending credit for margin stock (under Regulations T and U of the Federal Reserve Board of Governors). Borrower has complied in all material respects with the Federal Fair Labor Standards Act. Neither Borrower nor any of its Subsidiaries is a “holding company” or an “affiliate” of a “holding company” or a “subsidiary company” of a “holding company” as each term is defined and used in the Public Utility Holding Company Act of 2005. Borrower has not violated any laws, ordinances or rules, the violation of which could reasonably be expected to have a material adverse effect on its business. None of Borrower’s or any of its Subsidiaries’ properties or assets has been used by Borrower or any Subsidiary or, to the best of Borrower’s knowledge, by previous Persons, in disposing, producing, storing, treating, or transporting any hazardous substance other than legally. Borrower and each of its Subsidiaries have obtained all consents, approvals and authorizations of, made all declarations or filings with, and given all notices to, all Governmental Authorities that are necessary to continue their respective businesses as currently conducted.

(b) In originating and/or servicing each Eligible Loan, Borrower has complied in all material respects with all applicable federal, state and local laws, including without limitation, securities, usury, truth-in-lending, equal credit opportunity, fair credit reporting, licensing or other similar laws. Borrower has made commercially reasonable efforts to authenticate the identity of each Loan Debtor and to verify information provided by the Loan Debtor in connection with each Eligible Loan. Based on such authentication and verification, Borrower represents and warrants to the best of its knowledge that (i) each Loan Debtor had full legal capacity to execute and deliver all loan documents evidencing the Eligible Loan made to such Loan Debtor and (ii) each loan document evidencing each Eligible Loan is the legal, valid and binding obligation of the applicable Loan Debtor and is enforceable in accordance with its terms.

5.8 Subsidiaries; Investments . Borrower does not own any stock, partnership interest or other equity securities except for Permitted Investments.

5.9 Tax Returns and Payments; Pension Contributions . Borrower has timely filed all required tax returns and reports, and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower. Borrower may defer payment of any contested taxes, provided that Borrower (a) in good faith contests its obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and conducted, (b) notifies Bank in writing of the commencement of, and any material development in, the proceedings, (c) posts bonds or takes any other steps required to prevent the Governmental Authority levying such contested taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien”. Borrower is unaware of any claims or adjustments proposed for any of Borrower’s prior tax years which could result in additional taxes becoming due and payable by Borrower. Borrower has paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and Borrower has not withdrawn from participation in, and has not permitted partial or complete termination of, or permitted the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any liability of Borrower, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other governmental agency.

5.10 Use of Proceeds . Borrower shall use the proceeds of the Credit Extensions solely to finance Borrower Member Loans assigned to Borrower in the ordinary course of business of WebBank and Borrower, and not for working capital purposes or for personal, family, household or agricultural purposes.

5.11 Full Disclosure . No written representation, warranty or other statement of Borrower in any certificate or written statement given to Bank, as of the date such representation, warranty, or other statement was made, taken together with all such written certificates and written statements given to Bank, contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements contained in the certificates or statements not misleading (it being recognized by Bank that the projections and forecasts provided by Borrower in good faith and based upon reasonable assumptions are not viewed as facts and that actual results during the period or periods covered by such projections and forecasts may differ from the projected or forecasted results).

6 AFFIRMATIVE COVENANTS

Borrower shall do all of the following:

6.1 Government Compliance .

(a) Maintain its and all its Subsidiaries’ legal existence and good standing in their respective jurisdictions of formation and maintain qualification in each jurisdiction in which the failure to so qualify would reasonably be expected to have a material adverse effect on Borrower’s business or operations. Borrower shall comply, and have each Subsidiary comply, with (a) all Bank Secrecy Act and Anti-Money Laundering laws, regulations and requirements imposed by the Office of Foreign Assets Control (OFAC), and (b) all laws, ordinances and regulations to which it is subject, noncompliance with which could have a material adverse effect on Borrower’s business.

(b) Obtain and maintain all of the Governmental Approvals necessary for the performance by Borrower of its obligations under the Loan Documents to which it is a party, the grant of a security interest to Bank in all of its property, the performance by Borrower of its obligations under the Loan Servicing Documents, and the conduct of Borrower’s operations including without limitation in any jurisdiction in which it purchases and/or sells Borrower Member Loans. Borrower shall promptly provide copies of any such obtained Governmental Approvals to Bank.

6.2 Financial Statements, Reports, Certificates .

(a) Deliver to Bank: (i) as soon as available, but no later than thirty (30) days after the last day of each month, a company prepared consolidated balance sheet and income statement covering Borrower’s consolidated operations for such month certified by a Responsible Officer and in a form acceptable to Bank; (ii) as soon as available, but no later than one hundred eighty (180) days after the last day of Borrower’s fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm acceptable to Bank in its reasonable discretion; (iii) within five (5) days of delivery, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt; (iv) in the event that Borrower becomes subject to the reporting requirements under the Securities Exchange Act of 1934, as amended, within five (5) days of filing, all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission or a link thereto on Borrower’s or another website on the Internet; (v) a prompt report of any legal actions pending or threatened against Borrower or any of its Subsidiaries that could result in damages or costs to Borrower or any of its Subsidiaries of Fifty Thousand Dollars ($50,000) or more; (vi)  within thirty (30) days after the last day of Borrower’s fiscal year, copies of all annual financial projections commensurate in form and substance with those provided to Borrower’s venture capital investors; (vii) budgets, sales projections, operating plans and other financial information reasonably requested by Bank; (viii) copies of all Bank Secrecy Act/Anti-Money Laundering (BSA/AML) internal and independent testing reports as requested by Bank in its reasonable discretion; and (ix) promptly, copies of any communications with the Securities and Exchange Commission which relate to the status of Borrower Member Loans as “securities” under federal law.

(b) Upon Bank’s request, deliver to Bank a detailed accounting of the current balances of the Clearing Account, Trust Account, and the Borrower Account.

(c) Within thirty (30) days after the last day of each month, deliver to Bank with the monthly financial statements, a duly completed Compliance Certificate signed by a Responsible Officer setting forth calculations showing compliance with the Minimum Collateral Value Ratio set forth in this Agreement on a quarterly basis (or monthly basis if requested by Bank).

(d) Allow Bank to audit Borrower’s Collateral at Borrower’s expense. Such audits shall be conducted no more often than once every twelve (12) months unless a Default or an Event of Default has occurred and is continuing.

(e) Upon Bank’s request, deliver to Bank a copy of the final, signed loan documents evidencing Eligible Loans, including without limitation the Financed Loan Notes, and assignments of such Eligible Loans by WebBank to Borrower;

(f) Upon Bank’s request, deliver to Bank, a schedule of all Eligible Loans financed with the Advances, in form and substance acceptable to Bank, including, without limitation, the loan amounts, the loan numbers and the names of the borrowers and the Lender Members participating in such loans.

6.3 Taxes; Pensions . Make, and cause each of its Subsidiaries to make, timely payment of all foreign, federal, state, and local taxes or assessments (other than taxes and assessments which Borrower is contesting pursuant to the terms of Section 5.9 hereof) and shall deliver to Bank, on demand, appropriate certificates attesting to such payments, and pay all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms.

6.4 Insurance . Keep its business and the Collateral insured for risks and in amounts standard for companies in Borrower’s industry and location and as Bank may reasonably request. Insurance policies shall be in a form, with companies, and in amounts that are satisfactory to Bank. All property policies shall have a lender’s loss payable endorsement showing the Bank, as an additional lender loss payee and waive subrogation against Bank, and all liability policies shall show Bank, or have endorsements showing, Bank as an additional insured. All policies (or the loss payable and additional insured endorsements) shall provide that the insurer shall endeavor to give the Bank at least thirty (30) days notice before canceling, amending, or declining to renew its policy. At the Bank’s request, Borrower shall deliver certified copies of policies and evidence of all premium payments. Proceeds payable under any policy shall, at Bank’s option, be payable to Bank on account of the Obligations. If Borrower fails to obtain insurance as required under this Section 6.4 or to pay any amount or furnish any required proof of payment to third persons and Bank, Bank may make all or part of such payment or obtain such insurance policies required in this Section 6.4, and take any action under the policies Bank deems prudent.

6.5 Operating Accounts .

(a) Except as set forth is in this Section 6.5(a), maintain all of its primary operating and investment accounts, including, without limitation, the Operating Account, with Bank and Bank’s Affiliates. All collections on Borrower Member Loans shall be managed through the Clearing Account, which Clearing Account shall be free of any Liens. Notwithstanding the foregoing, Borrower may in the ordinary course of business maintain at Wells Fargo Bank, N.A. (i) the Trust Account in trust for Lender Members; (ii) the Borrower Account solely to process incidental amounts for Borrower Members, provided that the balance of the Borrower Account shall not at any time exceed $5,000; and (iii) the Investor Account solely to process amounts collected on Borrower Member Loans financed by any Investor Credit Facility.

(b) For each Collateral Account that Borrower maintains, Borrower shall cause the applicable bank or financial institution (other than Bank) at, or with which, any Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect Bank’s Liens in such Collateral Account in accordance with the terms hereunder. The provisions of the previous sentence shall not apply to (i) deposit accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of Borrower’s employees and identified to Bank by Borrower.

6.6 Protection of Intellectual Property Rights . Borrower shall: (a) protect, defend and maintain the validity and enforceability of its intellectual property; (b) promptly advise Bank in writing of material infringements of its intellectual property; and (c) not allow any intellectual property material to Borrower’s business to be abandoned, forfeited or dedicated to the public without Bank’s written consent.

6.7 Litigation Cooperation . From the date hereof and continuing through the termination of this Agreement, make available to Bank, without expense to Bank, Borrower and its officers, employees and agents and Borrower’s books and records, to the extent that Bank may deem them reasonably necessary to prosecute or defend any third-party suit or proceeding instituted by or against Bank with respect to any Collateral or relating to Borrower.

6.8 Value of Pledged CDs; Mininum Collateral Value Ratio .

(a) Maintain at all times Pledged CDs with a Value of not less than the Minimum CD Value. All Pledged CDs shall constitute part of the Collateral from and after the date of issuance by Bank.

(b) Maintain at all times, to be tested as of the last day of each calendar quarter (or at the end of each calendar month if requested by Bank), a Minimum Collateral Value Ratio of not less than 1:05:1.00. In the event that the Minimum Collateral Value Ratio at any time is less than 1:05:1.00, Borrower shall immediately either (i) provide Bank with additional Pledged CDs with a Value sufficient to eliminate any such deficiency or (ii) deliver electronic endorsements to Bank, with respect to Pledged Investor Notes in the aggregate principal amount necessary to cause the Minimum Collateral Value Ratio to be equal to or greater than 1.05 to1.00, together with evidence satisfactory to Bank that Norwest Venture Partners X, LP and Canaan VII L.P. have endorsed such Pledged Investor Notes to Borrower.

6.9 Right to Invest . Grant to Bank or its Affiliates a right (but not an obligation) for Bank to purchase an aggregate amount of up to Five Hundred Thousand Dollars ($500,000) in Borrower’s Subsequent Financing on the same terms, conditions and pricing offered to its investors (the “ Subsequent Financing Investment ”). Borrower shall give Bank at least thirty (30) days prior written notice of the Subsequent Financing containing the terms, conditions and pricing of the Subsequent Financing delivered to Bank’s address set forth in Section 10 hereof. The right granted hereunder shall survive the termination of this Agreement.

6.10 Clearing Account; Lockbox; Collections . Prior to the occurrence and continuance of an Event of Default, Borrower shall have the right to collect all payments and other amounts received in connection with Borrower Member Loans (“ Loan Collections ”); provided, however, that Borrower shall have the right to collect all payments and other amounts received in connection with Borrower Member Loans which are not Financed Loans without regard to whether an Event of Default has occurred and is continuing. Upon receipt by Borrower of any Loan Collections, Borrower shall immediately deposit such Loan Collections into the Clearing Account (or shall receive such payments and other amounts directly into the Clearing Account) and deliver to Bank a detailed breakdown of such Loan Collections showing the interests of Bank in such Loan Collections. Borrower shall, within four (4) days of such time as Loan Collections are deposited into the Clearing Account, distribute such Loan Collections as follows:

(a) With respect to any Loan Collections received in connection with a Financed Loan, (i) when directed by Bank, into a lockbox account that Bank controls (the “ Lockbox Account ”) and (ii) at all other times, into the Operating Account. Provided no Event of Default exists, Borrower shall transfer all amounts deposited into the Lockbox Account from the Lockbox Account to the Operating Account within one (1) Business Day of receipt in the Lockbox Account. All Financed Loans and the proceeds thereof are Collateral and immediately upon the occurrence of an Event of Default, Bank may without notice apply all Loan Collections from Financed Loans and other proceeds of such Financed Loans and the balance of the Lockbox Account to the Obligations. This Section does not impose any affirmative duty on Bank to perform any act other than as specifically set forth herein.

(b) With respect to any Loan Collections received in connection with Borrower Member Loans which are not Financed Loans and which are not financed by the Investor Credit Facility, into the Trust Account.

(c) With respect to any Loan Collections received in connection with Eligible Loans financed by the Investor Credit Facility, into the Investor Account.

(d) With respect to any amounts received in connection with Borrower Member Loans attributable to Borrower’s service or collection charges, into the Operating Account.

Notwithstanding the foregoing provisions of this Section 6.9, Borrower shall immediately upon receipt deposit amounts due to Borrower for origination fees charged by Borrower for Borrower Member Loans into the Operating Account (or shall receive such payments and other amounts directly into the Operating Account).

6.11 Control of Financed Loans . Borrower shall create and store a single authoritative copy of each Financed Loan Note which authoritative copy shall (a) identify Borrower as the assignee of such note or notes, and (b) be unique, identifiable and unalterable except to the extent that (i) copies or revisions that add or change an identified assignee of such authoritative copy can only be made with the participation of Borrower, (ii) each copy of the authoritative copy is readily identifiable as a copy that is not the authoritative copy, and (iii) any revision of the authoritative copy is readily identifiable as an authorized or unauthorized revision.

6.12 Portfolio Financial Servicing Company Contract . Within thirty (30) days after the Effective Date, Borrower shall make commercially reasonable efforts to deliver to Bank a duly executed amendment to the Portfolio Financial Servicing Company Contract by and between Borrower and Portfolio Financial Servicing Company in form and substance satisfactory to Bank in their reasonable discretion and granting Bank third party beneficiary rights under the Portfolio Financial Servicing Company Contract with respect to servicing of the Financed Loans on terms acceptable to Bank in their reasonable discretion.

6.13 Further Assurances . Borrower shall execute any further instruments and take further action as Bank reasonably requests to perfect or continue Bank’s Liens in the Collateral, or to effect the purposes of this Agreement.

7 NEGATIVE COVENANTS

Borrower shall not do any of the following without the Bank’s prior written consent:

7.1 Dispositions . Convey, sell, lease, transfer or otherwise dispose of (collectively, “ Transfer ”), or permit any of its Subsidiaries to Transfer, all or any part of its business or property, except for Transfers (a) of Inventory and cash to trade creditors, both in the ordinary course of business; (b) of worn-out or obsolete Equipment; (c) in connection with Permitted Liens and Permitted Investments; and (d) of non-exclusive licenses for the use of the property of Borrower or its Subsidiaries in the ordinary course of business; (e) Transfers in the ordinary course of business of any Borrower Member Loans which are not Financed Loans; and (f) Transfers of amounts received in connection with Borrower Member Loans which are not Financed Loans in accordance with Section 6.9(b) of this Agreement; and (g) issuance and sale of Borrower Securities.

7.2 Changes in Business, Management, Ownership, or Business Locations . (a) Engage in or permit any of its Subsidiaries to engage in any business other than the businesses currently engaged in by Borrower and such Subsidiary, as applicable, or reasonably related thereto; (b) liquidate or dissolve; or (c) (i) have a change of management in which any Key Person ceases to hold such offices with Borrower or (ii) enter into any transaction or series of related transactions in which the stockholders of Borrower who were not stockholders immediately prior to the first such transaction own more than forty-nine percent (49%) of the voting stock of Borrower immediately after giving effect to such transaction or related series of such transactions (other than by the sale of Borrower’s equity securities in a public offering or to venture capital investors so long as Borrower identifies to Bank the venture capital investors prior to the closing of the transaction). Borrower shall not, without at least thirty (30) days prior written notice to Bank: (1) add any new offices or business locations, including warehouses (unless such new offices or business locations contain less than Ten Thousand Dollars ($10,000) in Borrower’s assets or property), (2) change its jurisdiction of organization, (3) change its organizational structure or type, (4) change its legal name, or (5) change any organizational number (if any) assigned by its jurisdiction of organization.

7.3 Mergers or Acquisitions . Merge or consolidate, or permit any of its Subsidiaries to merge or consolidate, with any other Person, or acquire, or permit any of its Subsidiaries to acquire, all or substantially all of the capital stock or property of another Person. A Subsidiary may merge or consolidate into another Subsidiary or into Borrower.

7.4 Indebtedness . Create, incur, assume, or be liable for any Indebtedness, or permit any Subsidiary to do so, other than Permitted Indebtedness.

7.5 Encumbrance . Create, incur, allow, or suffer any Lien on any of its property, or assign or convey any right to receive income, including the sale of any Accounts, or permit any of its Subsidiaries to do so, except for Permitted Liens, permit any Collateral not to be subject to the first priority security interest granted herein, or enter into any agreement, document, instrument or other arrangement (except with or in favor of Bank) with any Person which directly or indirectly prohibits or has the effect of prohibiting Borrower from assigning, mortgaging, pledging, granting a security interest in or upon, or encumbering any of Borrower’s intellectual property, except as is otherwise permitted in Section 7.1 hereof and the definition of “Permitted Lien” herein.

7.6 Maintenance of Collateral Accounts . Maintain any Collateral Account except pursuant to the terms of Section 6.5(b) hereof.

7.7 Distributions; Investments . (a) Pay any dividends or make any distribution or payment or redeem, retire or purchase any capital stock provided that (i) Borrower may convert any of its convertible securities into other securities pursuant to the terms of such convertible securities or otherwise in exchange thereof, (ii) Borrower may pay dividends solely in common stock; and (iii) Borrower may repurchase the stock of former employees or consultants pursuant to stock repurchase agreements so long as an Event of Default does not exist at the time of such repurchase and would not exist after giving effect to such repurchase, provided such repurchase does not exceed in the aggregate of Fifty Thousand Dollars ($50,000) per fiscal year; or (b) directly or indirectly make any Investment other than Permitted Investments, or permit any of its Subsidiaries to do so.

7.8 Transactions with Affiliates . Directly or indirectly enter into or permit to exist any material transaction with any Affiliate of Borrower, except for transactions that are in the ordinary course of Borrower’s business, upon fair and reasonable terms that are no less favorable to Borrower than would be obtained in an arm’s length transaction with a non-affiliated Person.

7.9 Subordinated Debt . (a) Make or permit any payment on any Subordinated Debt, except under the terms of the subordination, intercreditor, or other similar agreement to which such Subordinated Debt is subject, or (b) amend any provision in any document relating to the Subordinated Debt which would increase the amount thereof or adversely affect the subordination thereof to Obligations owed to Bank.

7.10 Compliance . Become an “investment company” or a company controlled by an “investment company”, under the Investment Company Act of 1940 or undertake as one of its important activities extending credit to purchase or carry margin stock (as defined in Regulation U of the Board of Governors of the Federal Reserve System), or use the proceeds of any Credit Extension for that purpose; fail to meet the minimum funding requirements of ERISA, permit a Reportable Event or Prohibited Transaction, as defined in ERISA, to occur; fail to comply with the Federal Fair Labor Standards Act or any federal or state securities laws, or violate any other law or regulation, if the violation could reasonably be expected to have a material adverse effect on Borrower’s business, or permit any of its Subsidiaries to do so; withdraw or permit any Subsidiary to withdraw from participation in, permit partial or complete termination of, or permit the occurrence of any other event with respect to, any present pension, profit sharing and deferred compensation p