Common use of Terms of the Notes Clause in Contracts

Terms of the Notes. The Notes shall have the terms and conditions described in the Prospectus, the Indenture and the Note. The Indenture and the Note are reproduced in Exhibit A to this Agreement, and the Prospectus is available for you to review on the Prosper website. Subject to the servicing standard set forth in Section 6 below, you understand and agree that we may, in our sole discretion, at any time and from time to time, amend or waive any term of a borrower loan, and we may in our sole discretion charge off any borrower loan that we deem uncollectible. PAYMENT ON THE NOTES, IF ANY, DEPENDS ENTIRELY ON THE RECEIPT OF PAYMENTS BY PROSPER IN RESPECT OF THE CORRESPONDING BORROWER LOAN. PROSPER DOES NOT WARRANT OR GUARANTEE IN ANY MANNER THAT YOU WILL RECEIVE ALL OR ANY PORTION OF THE PRINCIPAL OR INTEREST YOU EXPECT TO RECEIVE ON ANY NOTE OR REALIZE ANY PARTICULAR OR EXPECTED RATE OF RETURN.. PROSPER DOES NOT MAKE ANY REPRESENTATIONS AS TO A BORROWER'S ABILITY TO PAY AND DOES NOT ACT AS A GUARANTOR OF ANY LOAN PAYMENT OR PAYMENTS BY ANY BORROWER. YOU UNDERSTAND AND AGREE THAT BORROWERS MAY DEFAULT ON THEIR PAYMENT OBLIGATIONS UNDER BORROWER LOANS AND THAT SUCH DEFAULTS WILL REDUCE THE AMOUNTS, IF ANY, YOU MAY RECEIVE UNDER THE TERMS OF ANY NOTES YOU HOLD THAT CORRESPOND TO THOSE BORROWER LOANS.

Terms of the Notes. The Notes shall have the terms and conditions described in the Prospectus, the Indenture and the Note. The Indenture and the Note are reproduced in Exhibit A to this Agreement, and the Prospectus is available for you to review on the Prosper website. The form of promissory note evidencing Prosper borrower loans is reproduced in Exhibit B to this Agreement. The specific interest rate, maturity and other terms of the corresponding borrower loans are described in the Prosper borrower listings. Subject to the servicing standard set forth in Section 6 below, you understand and agree that we may, may in our sole discretion, at any time and from time to time, amend or waive any term of a borrower loan, and we may in our sole discretion charge off any borrower loan that we deem uncollectible. PAYMENT ON THE NOTES, IF ANY, DEPENDS ENTIRELY ON THE RECEIPT OF PAYMENTS BY PROSPER IN RESPECT OF THE CORRESPONDING BORROWER LOAN. PROSPER DOES NOT WARRANT OR GUARANTEE IN ANY MANNER THAT YOU WILL RECEIVE ALL OR ANY PORTION OF THE PRINCIPAL OR INTEREST YOU EXPECT TO RECEIVE ON ANY NOTE OR REALIZE ANY PARTICULAR OR EXPECTED RATE OF RETURN.. . THE AMOUNT YOU RECEIVE ON YOUR NOTE, IF ANY, IS SPECIFICALLY RESTRICTED TO PAYMENTS MADE BY US EQUAL TO THE PAYMENTS MADE BY THE BORROWER UNDER A BORROWER LOAN TO WHICH YOU COMMITTED NET OF SERVICING FEES ON ALL BORROWER PAYMENTS. PROSPER DOES NOT MAKE ANY REPRESENTATIONS AS TO A BORROWER'S ’S ABILITY TO PAY AND DOES NOT ACT AS A GUARANTOR OF ANY CORRESPONDING BORROWER LOAN PAYMENT OR PAYMENTS BY ANY BORROWER. YOU UNDERSTAND AND AGREE THAT BORROWERS MAY DEFAULT ON THEIR PAYMENT OBLIGATIONS UNDER THE BORROWER LOANS AND THAT SUCH DEFAULTS WILL REDUCE THE AMOUNTS, IF ANY, YOU MAY RECEIVE UNDER THE TERMS OF ANY NOTES YOU HOLD THAT CORRESPOND TO THOSE BORROWER LOANS.

Terms of the Notes. The Notes shall have the terms and conditions described in the Prospectus, the Indenture and the Note. The Indenture and the Note are reproduced in Exhibit A to this Agreement, and the Prospectus is available for you to review on the Prosper website. The form of promissory note evidencing borrower loans is reproduced in Exhibit B to this Agreement. The specific interest rate, maturity and other terms of the corresponding borrower loans are described in the listings on the Prosper website, and in the promissory notes signed by the borrowers on the corresponding borrower loans. Subject to the servicing standard set forth in Section 6 below, you understand and agree that we may, may in our sole discretion, at any time and from time to time, amend or waive any term of a borrower loan, and we may in our sole discretion charge off any borrower loan that we deem uncollectibleis more than 120 days delinquent. PAYMENT ON THE NOTES, IF ANY, DEPENDS ENTIRELY ON THE RECEIPT OF PAYMENTS BY PROSPER IN RESPECT OF THE CORRESPONDING BORROWER LOAN. PROSPER DOES NOT WARRANT OR GUARANTEE IN ANY MANNER THAT YOU WILL RECEIVE ALL OR ANY PORTION OF THE PRINCIPAL OR INTEREST YOU EXPECT TO RECEIVE ON ANY NOTE OR REALIZE ANY PARTICULAR OR EXPECTED RATE OF RETURN.. . THE AMOUNT YOU RECEIVE ON YOUR NOTE, IF ANY, IS SPECIFICALLY RESTRICTED TO PAYMENTS MADE BY US EQUAL TO THE PAYMENTS MADE BY THE BORROWER UNDER A BORROWER LOAN TO WHICH YOU COMMITTED NET OF OUR SERVICING FEE ON ALL BORROWER PAYMENTS. PROSPER DOES NOT MAKE ANY REPRESENTATIONS AS TO A BORROWER'S ’S ABILITY TO PAY AND DOES NOT ACT AS A GUARANTOR OF ANY CORRESPONDING BORROWER LOAN PAYMENT OR PAYMENTS BY ANY BORROWER. YOU UNDERSTAND AND AGREE THAT BORROWERS MAY DEFAULT ON THEIR PAYMENT OBLIGATIONS UNDER THE BORROWER LOANS AND THAT SUCH DEFAULTS WILL REDUCE THE AMOUNTS, IF ANY, YOU MAY RECEIVE UNDER THE TERMS OF ANY NOTES YOU HOLD THAT CORRESPOND TO THOSE BORROWER LOANS.

Terms of the Notes. The Notes shall have the terms and conditions described in the Prospectus, the Indenture and the Note. The Indenture and the Note are reproduced in Exhibit A to this Agreement, and the Prospectus is available for you to review on the Prosper website. Subject to the servicing standard set forth in Section 6 below, you understand and agree that we may, in our sole discretion, at any time and from time to time, amend or waive any term of a borrower loan, and we may in our sole discretion charge off any borrower loan that we deem uncollectible. PAYMENT ON THE NOTES, IF ANY, DEPENDS ENTIRELY ON THE RECEIPT OF PAYMENTS BY PROSPER IN RESPECT OF THE CORRESPONDING BORROWER LOAN. PROSPER DOES NOT WARRANT OR GUARANTEE IN ANY MANNER THAT YOU WILL RECEIVE ALL OR ANY PORTION OF THE PRINCIPAL OR INTEREST YOU EXPECT TO RECEIVE ON ANY NOTE OR REALIZE ANY PARTICULAR OR EXPECTED RATE OF RETURN.. . PROSPER DOES NOT MAKE ANY REPRESENTATIONS AS TO A BORROWER'S ABILITY TO PAY AND DOES NOT ACT AS A GUARANTOR OF ANY LOAN PAYMENT OR PAYMENTS BY ANY BORROWER. YOU UNDERSTAND AND AGREE THAT BORROWERS MAY DEFAULT ON THEIR PAYMENT OBLIGATIONS UNDER BORROWER LOANS AND THAT SUCH DEFAULTS WILL REDUCE THE AMOUNTS, IF ANY, YOU MAY RECEIVE UNDER THE TERMS OF ANY NOTES YOU HOLD THAT CORRESPOND TO THOSE BORROWER LOANS.

Terms of the Notes. All Notes are purchased and issued by CreditSCRIPT SPV Luxembourg through this Platform. The Notes shall have the stated interest rate, maturity and other terms and conditions described of each Investment are specified in the Prospectus, the Indenture and the NotePortfolio page available on our Platform. The Indenture purchase price for any Notes You purchase through the Platform will be set at an Offering Price (that CreditSCRIPT determines from time to time) of the principal amount of the Notes that You decide to purchase. The Completion Price will be at a price no greater than the Offering Price; otherwise a re-confirmation of the Order will be requested from You. The interest rate (or other return), maturity and other terms of the corresponding Investments will be described on the Platform. You understand and acknowledge that the Note are reproduced Issuer may in Exhibit A to this Agreement, and the Prospectus is available for you to review on the Prosper website. Subject to the servicing standard set forth in Section 6 below, you understand and agree that we may, in our its sole discretion, at any time and from time to time, amend vote on any proposed amendments to the underlying Investment. The Note Issuer shall be entitled to engage, pay for and rely on the advice or waive services of any term lawyers, accountants, valuers, surveyors or other experts in relation to any Investment. Any fees payable in relation to any such advice or services shall be for the account of the Investor and are deducted from payments made by the Note Issuer under the Notes. The Note Issuer will charge the Services Fee, which will be deducted from payments under the Notes when each interest or other payment is received from the Obligor and the monthly rate charged in a borrower loangiven month at the daily rate of the annual Services Fee. If an Obligor misses an interest or other payment, the Services Fee relating to that payment will not be deducted until that payment has been received. The Services Fee covers the Note Issuer’s role in providing intermediary services in relation to the purchasing of the Investment, the issuance of Notes and we the ongoing use of the Platform. All interest, other return, principal repayments and other distributions on Investments will be paid by the Obligor to the Note Issuer and upon receipt by the Note Issuer will be credited to the account of the relevant Investors (after deduction of the Services Fee and any fees and expenses incurred by the Note Issuer as set-out in the paragraph above including in relation to proposed amendments to the Investment), in each case pursuant to the Terms of the Notes. So far as permitted by applicable laws, regulations and the practice of revenue authorities, all interest earned on your Notes will be credited to your account without deducting income tax or corporation tax. It is the responsibility of each Investor to account for any income or corporation tax that may be payable by it. On request by an Investor, the Note Issuer will issue a certificate stating the amount of interest earned by the Investor during the previous financial year. The Note Issuer shall be entitled to provide to HM Revenue & Customs and/or any other revenue authority any and all information requested by such authority relating to payments made to Investors. Upon request the Note Issuer will ensure that funds in our sole discretion your account that are not committed to the purchase of Notes (and in turn by the Note Issuer to Investments) will be transferred to the bank account from which the original monies were transferred. The Note Issuer reserves the right to deduct from any such payment a charge off any borrower loan that we deem uncollectible. PAYMENT ON THE NOTES, IF ANY, DEPENDS ENTIRELY ON THE RECEIPT OF PAYMENTS BY PROSPER IN RESPECT OF THE CORRESPONDING BORROWER LOAN. PROSPER DOES NOT WARRANT OR GUARANTEE IN ANY MANNER THAT YOU WILL RECEIVE ALL OR ANY PORTION OF THE PRINCIPAL OR INTEREST YOU EXPECT TO RECEIVE ON ANY NOTE OR REALIZE ANY PARTICULAR OR EXPECTED RATE OF RETURN.. PROSPER DOES NOT MAKE ANY REPRESENTATIONS AS TO A BORROWER'S ABILITY TO PAY AND DOES NOT ACT AS A GUARANTOR OF ANY LOAN PAYMENT OR PAYMENTS BY ANY BORROWER. YOU UNDERSTAND AND AGREE THAT BORROWERS MAY DEFAULT ON THEIR PAYMENT OBLIGATIONS UNDER BORROWER LOANS AND THAT SUCH DEFAULTS WILL REDUCE THE AMOUNTS, IF ANY, YOU MAY RECEIVE UNDER THE TERMS OF ANY NOTES YOU HOLD THAT CORRESPOND TO THOSE BORROWER LOANSto cover the Note Issuer’s direct costs of the funds transfer.

Terms of the Notes. The Notes shall will be issued pursuant to an indenture (the “Indenture”) between IOU Central and a trustee. The Notes will have the terms and conditions described in the Prospectus, the Indenture and the Note. The Indenture and the Note are reproduced in Exhibit A to this Agreement, and the Prospectus is available for you to review at [INSERT LINK TO PROSPECTUS] and the Indenture and the Note are attached as Exhibit A to this Agreement. The specific interest rate, maturity and other terms of the corresponding registered borrower loan are described in the registered borrower’s posting on the Prosper websiteloan marketplace and in the promissory note signed by the registered borrower in connection with the corresponding borrower loans. The form of promissory note evidencing registered borrower loans is attached as Exhibit B to this Agreement. Subject to the servicing standard set forth in Section 6 4 below, you understand and agree that we may, may in our sole discretion, at any time and from time to time, amend or waive any term of a registered borrower loan, and we may in our sole discretion charge off any registered borrower loan that we deem uncollectibleis more than 120 days delinquent (or sooner in certain circumstances). PAYMENT ON THE NOTES, IF ANY, DEPENDS ENTIRELY ON THE RECEIPT OF PAYMENTS BY PROSPER IOU CENTRAL IN RESPECT OF THE CORRESPONDING REGISTERED BORROWER LOAN. PROSPER DOES WE DO NOT WARRANT OR GUARANTEE IN ANY MANNER THAT YOU WILL RECEIVE ALL OR ANY PORTION OF THE PRINCIPAL OR INTEREST YOU EXPECT TO RECEIVE ON ANY NOTE OR REALIZE ANY PARTICULAR OR EXPECTED RATE OF RETURN.. PROSPER DOES . THE AMOUNT YOU RECEIVE ON YOUR NOTE, IF ANY, IS SPECIFICALLY RESTRICTED TO PAYMENTS MADE BY US EQUAL TO THE PAYMENTS WE RECEIVE ON THE CORRESPONDING REGISTERED BORROWER LOAN, NET OF OUR SERVICING FEE AND CERTAIN OTHER FEES ON ALL REGISTERED BORROWER PAYMENTS. WE DO NOT MAKE ANY REPRESENTATIONS AS TO A REGISTERED BORROWER'S ’S ABILITY TO PAY AND DOES DO NOT ACT AS A GUARANTOR OF ANY CORRESPONDING REGISTERED BORROWER LOAN PAYMENT OR PAYMENTS BY ANY REGISTERED BORROWER. YOU UNDERSTAND AND AGREE THAT BORROWERS MAY DEFAULT ON THEIR PAYMENT OBLIGATIONS UNDER BORROWER LOANS AND THAT SUCH DEFAULTS WILL REDUCE THE AMOUNTS, IF ANY, YOU MAY RECEIVE UNDER THE TERMS OF ANY NOTES YOU HOLD THAT CORRESPOND TO THOSE BORROWER LOANS.

Terms of the Notes. The All Notes purchased or acquired through our website or any other entity, person or platform shall have the terms and conditions described in the Prospectus, the Indenture and the form of Note, which are publicly filed with the SEC and available on XXXXX. The Indenture stated interest rate, maturity and other terms of each Member Loan is described in the Note are reproduced Borrower Member loan request as well as in Exhibit A to this the form of Borrower Agreement, Loan Agreement and the Prospectus is Promissory Note available for you to review on the Prosper our website. Subject to the servicing standard set forth in Section 6 belowIf you are purchasing or acquiring a Note indirectly through a platform or entity other than Lending Club, you please note that Lending Club is not responsible for information provided by such platform. You understand and agree acknowledge that we may, may in our sole discretion, at any time and from time to time, amend or waive any term of a borrower loanMember Loan, and we may in our sole discretion charge off discharge or cancel any borrower loan Member Loan that we deem uncollectibleis more than 120 days delinquent. PAYMENT ON THE NOTES, IF ANY, DEPENDS ENTIRELY ON THE RECEIPT OF PAYMENTS BY PROSPER LENDING CLUB FROM THE RESPECTIVE BORROWER MEMBER(S) IN RESPECT OF THE CORRESPONDING BORROWER MEMBER LOAN. PROSPER LENDING CLUB DOES NOT WARRANT OR GUARANTEE IN ANY MANNER THAT YOU WILL RECEIVE ALL OR ANY PORTION OF THE PRINCIPAL OR INTEREST YOU EXPECT TO RECEIVE ON ANY NOTE OR REALIZE ANY PARTICULAR OR EXPECTED RATE OF RETURN.. PROSPER . THE AMOUNT YOU RECEIVE ON YOUR NOTE, IF ANY, IS SPECIFICALLY RESTRICTED TO PAYMENTS MADE BY US EQUAL TO THE PAYMENTS MADE BY THE BORROWER MEMBER UNDER A MEMBER LOAN TO WHICH YOU COMMITTED NET OF THE FOLLOWING: (A) A ONE (1) PERCENT SERVICE CHARGE ON ANY BORROWER PAYMENTS RECEIVED BY LENDING CLUB; (B) AN UP TO 35% COLLECTION FEE ON BORROWER PAYMENTS RECEIVED AS A RESULT OF SUCCESSFUL COLLECTION EFFORTS IF NO LITIGATION IS INVOLVED; OR (C) A COLLECTION FEE OF 30% OF AN ATTORNEYS' HOURLY FEES PLUS COSTS AS A RESULT OF SUCCESSFUL COLLECTION EFFORTS IF LITIGATION IS INVOLVED AND, IN THE CASE OF THE FIRST MONTH'S PAYMENT, ACCRUED INTEREST FOR THE NUMBER OF CALENDAR DAYS FROM THE DATE THE MEMBER LOAN IS ISSUED TO THE DATE IT IS PURCHASED BY US AND YOUR NOTE IS ISSUED. IN ADDITION, IF YOU ARE INDIRECTLY PURCHASING OR ACQUIRING A NOTE THROUGH A PLATFORM OR ENTITY OTHER THAN LENDING CLUB, THE AMOUNT YOU RECEIVE ON YOUR NOTE, IF ANY, MAY ALSO BE LESS ADDITIONAL SERVICE AND/OR TRANSACTION FEES CHARGED BY THE PLATFORM OR ENTITY, AS SUCH FEES ARE OUTLINED IN YOUR AGREEMENT(S) WITH SUCH PLATFORM OR ENTITY. LENDING CLUB DOES NOT MAKE ANY REPRESENTATIONS AS TO A BORROWERBORROWER MEMBER'S ABILITY TO PAY AND DOES NOT ACT AS A GUARANTOR OF ANY CORRESPONDING MEMBER LOAN PAYMENT OR PAYMENTS BY ANY BORROWER. YOU UNDERSTAND AND AGREE THAT BORROWERS MAY DEFAULT ON THEIR PAYMENT OBLIGATIONS UNDER BORROWER LOANS AND THAT SUCH DEFAULTS WILL REDUCE THE AMOUNTS, IF ANY, YOU MAY RECEIVE UNDER THE TERMS OF ANY NOTES YOU HOLD THAT CORRESPOND TO THOSE BORROWER LOANSMEMBER.

Terms of the Notes. The Notes shall have the terms and conditions described in the Prospectus, the Indenture and the Note. The Indenture and the Note are reproduced in Exhibit A to this Agreement, and the Prospectus is available for you to review on the Prosper website. The form of promissory note evidencing Prosper borrower loans is reproduced in Exhibit B to this Agreement. The specific interest rate, maturity and other terms of the corresponding borrower loans are described in the Prosper borrower listings and open market listings on the platform. Subject to the servicing standard set forth in Section 6 below, you understand and agree that we may, may in our sole discretion, at any time and from time to time, amend or waive any term of a borrower loan, and we may in our sole discretion charge off any borrower loan that we deem uncollectible. PAYMENT ON THE NOTES, IF ANY, DEPENDS ENTIRELY ON THE RECEIPT OF PAYMENTS BY PROSPER IN RESPECT OF THE CORRESPONDING BORROWER LOAN. PROSPER DOES NOT WARRANT OR GUARANTEE IN ANY MANNER THAT YOU WILL RECEIVE ALL OR ANY PORTION OF THE PRINCIPAL OR INTEREST YOU EXPECT TO RECEIVE ON ANY NOTE OR REALIZE ANY PARTICULAR OR EXPECTED RATE OF RETURN.. . THE AMOUNT YOU RECEIVE ON YOUR NOTE, IF ANY, IS SPECIFICALLY RESTRICTED TO PAYMENTS MADE BY US EQUAL TO THE PAYMENTS MADE BY THE BORROWER UNDER A BORROWER LOAN TO WHICH YOU COMMITTED NET OF SERVICING FEES ON ALL BORROWER PAYMENTS. PROSPER DOES NOT MAKE ANY REPRESENTATIONS AS TO A BORROWER'S ’S ABILITY TO PAY AND DOES NOT ACT AS A GUARANTOR OF ANY CORRESPONDING BORROWER LOAN PAYMENT OR PAYMENTS BY ANY BORROWER. YOU UNDERSTAND AND AGREE THAT BORROWERS MAY DEFAULT ON THEIR PAYMENT OBLIGATIONS UNDER THE BORROWER LOANS AND THAT SUCH DEFAULTS WILL REDUCE THE AMOUNTS, IF ANY, YOU MAY RECEIVE UNDER THE TERMS OF ANY NOTES YOU HOLD THAT CORRESPOND TO THOSE BORROWER LOANS.

Terms of the Notes. The Notes shall have Each Prosper Note will be governed by the terms and conditions described in of the Prospectus, the Indenture and the Note. The Original Indenture and the Note are reproduced in Exhibit A itself. Upon the occurrence of the Asset Transfer, the Prosper Notes will be transferred to this Agreementand assumed by PFL, PFL will become the sole obligor under the Prosper Notes and Prosper will have no further obligations with respect to the Prosper Notes. From and after the occurrence of the Asset Transfer, the Prosper Notes will be governed by the terms and conditions of the Amended and Restated Indenture and the Prospectus is available for you to review on original Note itself, as each may be amended or otherwise modified in the future. Each PFL Note will be governed by the terms and conditions of the Amended and Restated Indenture and the Note itself, as each may be amended or otherwise modified in the future. The Prosper Notes and the PFL Notes are not identical and, even after the Asset Transfer occurs and PFL assumes the Prosper websiteNotes, will differ in important respects. Not all of the terms and conditions of the Amended and Restated Indenture will apply to the Prosper Notes and the PFL Notes in the same way. For more information regarding the Prosper Notes, please see the Prosper Prospectus, the Original Indenture, the form of Prosper Note attached thereto and the Amended and Restated Indenture. For more information regarding the PFL Notes, please see the PFL Prospectus, the Amended and Restated Indenture and the form of PFL Note attached thereto. The interest rate, maturity and other terms of the corresponding Borrower Loan will be described in the loan listing on our website and the Promissory Note executed by the borrower. Subject to the servicing standard set forth in Section 6 belowour obligation to use commercially reasonable efforts to service and collect Borrower Loans, you understand and agree that we may, in our sole discretion, at any time and from time to time, amend or waive any term of a borrower loanBorrower Loan, and we may in our sole discretion charge off any borrower loan Borrower Loan that we deem uncollectible. PAYMENT ON THE NOTESEach PMI Management Right shall have the terms and conditions described in the PFL Prospectus, IF ANYthe Amended and Restated Indenture and the Administration Agreement entered into between Prosper and PFL. The Amended and Restated Indenture and the Administration Agreement are exhibits to the PFL Registration Statement of which the PFL Prospectus forms a part. The PMI Management Rights are attached to the Notes issued by PFL and are not severable from such Notes. The PMI Management Rights are not separately represented by any contract or instrument deliverable to holders of such Notes, DEPENDS ENTIRELY ON THE RECEIPT OF PAYMENTS BY PROSPER IN RESPECT OF THE CORRESPONDING BORROWER LOANdo not provide for any separate payments, proceeds or funds to be delivered to holders of such Notes in support of payments on Borrower Loans or Notes and are not transferable apart from such Notes. PROSPER DOES NOT WARRANT OR GUARANTEE IN ANY MANNER THAT YOU WILL RECEIVE ALL OR ANY PORTION OF THE PRINCIPAL OR INTEREST YOU EXPECT TO RECEIVE ON ANY NOTE OR REALIZE ANY PARTICULAR OR EXPECTED RATE OF RETURN.. PROSPER DOES NOT MAKE ANY REPRESENTATIONS AS TO A BORROWER'S ABILITY TO PAY AND DOES NOT ACT AS A GUARANTOR OF ANY LOAN PAYMENT OR PAYMENTS BY ANY BORROWER. YOU UNDERSTAND AND AGREE THAT BORROWERS MAY DEFAULT ON THEIR PAYMENT OBLIGATIONS UNDER BORROWER LOANS AND THAT SUCH DEFAULTS WILL REDUCE THE AMOUNTSThe Notes issued by Prosper and, IF ANYupon the occurrence of the Asset Transfer, YOU MAY RECEIVE UNDER THE TERMS OF ANY NOTES YOU HOLD THAT CORRESPOND TO THOSE BORROWER LOANStransferred to and assumed by PFL will not have any attached PMI Management Rights.

Terms of the Notes. The Notes shall have the terms and conditions described in the Prospectus, the Indenture and the Note. The Indenture and the Note are reproduced in Exhibit A to this Agreement, and the Prospectus is available for you to review on the Prosper website. The form of promissory note evidencing borrower loans is reproduced in Exhibit B to this Agreement. The specific interest rate, maturity and other terms of the corresponding borrower loans are described in the listings on the Prosper website, and in the promissory notes signed by the borrowers on the corresponding borrower loans. Subject to the servicing standard set forth in Section 6 below, you understand and agree that we may, may in our sole discretion, at any time and from time to time, amend or waive any term of a borrower loan, and we may in our sole discretion charge off any borrower loan that we deem uncollectible. PAYMENT ON THE NOTES, IF ANY, DEPENDS ENTIRELY ON THE RECEIPT OF PAYMENTS BY PROSPER IN RESPECT OF THE CORRESPONDING BORROWER LOAN. PROSPER DOES NOT WARRANT OR GUARANTEE IN ANY MANNER THAT YOU WILL RECEIVE ALL OR ANY PORTION OF THE PRINCIPAL OR INTEREST YOU EXPECT TO RECEIVE ON ANY NOTE OR REALIZE ANY PARTICULAR OR EXPECTED RATE OF RETURN.. . THE AMOUNT YOU RECEIVE ON YOUR NOTE, IF ANY, IS SPECIFICALLY RESTRICTED TO PAYMENTS MADE BY US EQUAL TO THE PAYMENTS MADE BY THE BORROWER UNDER A BORROWER LOAN TO WHICH YOU COMMITTED NET OF OUR SERVICING FEE ON ALL BORROWER PAYMENTS. PROSPER DOES NOT MAKE ANY REPRESENTATIONS AS TO A BORROWER'S ’S ABILITY TO PAY AND DOES NOT ACT AS A GUARANTOR OF ANY CORRESPONDING BORROWER LOAN PAYMENT OR PAYMENTS BY ANY BORROWER. YOU UNDERSTAND AND AGREE THAT BORROWERS MAY DEFAULT ON THEIR PAYMENT OBLIGATIONS UNDER THE BORROWER LOANS AND THAT SUCH DEFAULTS WILL REDUCE THE AMOUNTS, IF ANY, YOU MAY RECEIVE UNDER THE TERMS OF ANY NOTES YOU HOLD THAT CORRESPOND TO THOSE BORROWER LOANS.