Common use of Duty to Update Clause in Contracts

Duty to Update. If this Certificate is being delivered in connection with any Applicable Pro Forma Date, the undersigned hereby undertakes the obligation to update the information, representations, warranties, and certifications provided herein and in each Annex attached hereto if any such information, representations, warranties, or certifications are no longer true, complete and correct in all material respects on and as of such Applicable Pro Forma Date (after giving effect to all activity to take place on such date) except to the extent such information, representations, warranties, and certifications expressly relate to any earlier date, as of such earlier date. Servicer has executed this Borrowing Base Certificate through its Authorized Officer on the date first specified above. LENDINGCLUB CORPORATION, as Servicer By:__________________________ Name/Title:____________________ ATTACHMENTS: DATA FILE WITH COMPLETION OF INFORMATION PER ALL TABS INCLUDING DATA TAB (WITH RECEIVABLES DATA), ADVANCE RATE MODEL (SHOWING ADVANCE RATE CALCULATION); BORROWING BASE TAB (SHOWING BORROWING BASE CALCULATION), BAM! TAB (BUSINESS ACTIVITY MONITORING DATA), LOSS CALCULATION TAB (SHOWING CALCULATION OF ORIGINATION WEIGHTED CUMULATIVE LOSS RATIO AND PURCHASED PORTFOLIO WEIGHTED CUMULATIVE LOSS RATIO); AND SERVICER REPORT TAB EXHIBIT D TO CREDIT AGREEMENT Seller/Servicer’s Credit and Collection Policy* [***] * Confidential Treatment Requested EXHIBIT E TO CREDIT AGREEMENT FORM OF FINANCIALS COMPLIANCE CERTIFICATE Date: ________, 20___ JPMorgan Chase Bank, N.A., as Administrative Agent, on behalf of itself and the Lenders Wilmington Trust, National Association, as Paying Agent Ladies and Gentlemen: This Financials Compliance Certificate (this “Certificate”), for the fiscal [quarter][year] ending ____________, 20__ (the “Relevant Period”), is furnished pursuant to Section 6.01(l) of that certain Warehouse Credit Agreement, dated as of January 23, 2018 (as amended, supplemented, restated or otherwise modified, the “Credit Agreement”), among LENDINGCLUB WAREHOUSE II LLC (the “Borrower”), Wilmington Trust, National Association, as Paying Agent (in such capacity, “Paying Agent”) and Collateral Trustee (in such capacity, “Collateral Trustee”), the Lenders from time to time party thereto (the “Lenders”), and JPMorgan Chase Bank, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”). Unless otherwise defined herein or as the context otherwise requires, terms used herein have the respective meanings assigned thereto under the Credit Agreement. The undersigned, as an Authorized Officer of the Borrower and LendingClub, hereby certifies as of the date hereof that he/she is the __________ of the Borrower and the ________ of Lending Club and that, as such, he/she is authorized to execute and deliver this Certificate on behalf of the Borrower and LendingClub, and that:

Duty to Update. If this Certificate is being delivered in connection with any Applicable Pro Forma Date, the undersigned hereby undertakes the obligation to update the information, representations, warranties, and certifications provided herein and in each Annex attached hereto if any such information, representations, warranties, or certifications are no longer true, complete and correct in all material respects on and as of such Applicable Pro Forma Date (after giving effect to all activity to take place on such date) except to the extent such information, representations, warranties, and certifications expressly relate to any earlier date, as of such earlier date. Servicer has executed this Borrowing Base Certificate through its Authorized Officer on the date first specified above. Exhibit C-1 LENDINGCLUB CORPORATION, as Servicer By:__________________________ Name/Title:____________________ ATTACHMENTS: DATA FILE WITH COMPLETION OF INFORMATION PER ALL TABS INCLUDING DATA TAB (WITH RECEIVABLES DATA), ADVANCE RATE MODEL (SHOWING ADVANCE RATE CALCULATION); BORROWING BASE TAB (SHOWING BORROWING BASE CALCULATION), BAM! TAB (BUSINESS ACTIVITY MONITORING DATA), LOSS CALCULATION TAB (SHOWING CALCULATION OF ORIGINATION WEIGHTED CUMULATIVE VINTAGE LOSS RATIO AND PURCHASED PORTFOLIO WEIGHTED CUMULATIVE LOSS RATIOPERCENTAGE); AND SERVICER REPORT TAB (SHOWING COMPLIANCE WITH DELINQUENCY RATIO, VINTAGE LOSS RATIO, AND OTHER APPLICABLE INFORMATION) EXHIBIT D TO CREDIT AGREEMENT Seller/Servicer’s Credit and Collection Policy* [***] * Confidential Treatment Requested EXHIBIT E TO CREDIT AGREEMENT FORM OF FINANCIALS COMPLIANCE CERTIFICATE Date: ________, 20___ JPMorgan Chase BankCitibank, N.A., as Administrative Agent, on behalf of itself and the Lenders Wilmington Trust, National Association, as Paying Agent Ladies and Gentlemen: This Financials Compliance Certificate (this “Certificate”), for the fiscal [quarter][year] ending ____________, 20__ (the “Relevant Period”), is furnished pursuant to Section 6.01(l) of that certain Warehouse Credit Agreement, dated as of January 23October 10, 2018 2017 (as amended, supplemented, restated or otherwise modified, the “Credit Agreement”), among LENDINGCLUB WAREHOUSE II LendingClub Warehouse I LLC (the “Borrower”), Wilmington Trust, National Association, as Paying Agent (in such capacity, “Paying Agent”) and Collateral Trustee (in such capacity, “Collateral Trustee”), the Lenders from time to time party thereto (the “Lenders”), and JPMorgan Chase BankCitibank, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”). Unless otherwise defined herein or as the context otherwise requires, terms used herein have the respective meanings assigned thereto under the Credit Agreement. The undersigned, as an Authorized Officer of the Borrower and LendingClub, hereby certifies as of the date hereof that he/she is the __________ of the Borrower and the ________ of Lending Club and that, as such, he/she is authorized to execute and deliver this Certificate on behalf of the Borrower and LendingClub, and that:

Duty to Update. If this Certificate is being delivered in connection with any Applicable Pro Forma Date, the undersigned hereby undertakes the obligation to update the information, representations, warranties, and certifications provided herein and in each Annex attached hereto if any such information, representations, warranties, or certifications are no longer true, complete and correct in all material respects on and as of such Applicable Pro Forma Date (after giving effect to all activity to take place on such date) except to the extent such information, representations, warranties, and certifications expressly relate to any earlier date, as of such earlier date. Servicer has executed this Borrowing Base Certificate through its Authorized Officer on the date first specified above. LENDINGCLUB CORPORATION, as Servicer By:__________________________ : Name/Title:____________________ : ATTACHMENTS: DATA FILE WITH COMPLETION OF INFORMATION PER ALL TABS INCLUDING DATA TAB (WITH RECEIVABLES DATA), ADVANCE RATE MODEL (SHOWING ADVANCE RATE CALCULATION); BORROWING BASE TAB (SHOWING BORROWING BASE CALCULATION), BAM! TAB (BUSINESS ACTIVITY MONITORING DATA), LOSS CALCULATION TAB (SHOWING CALCULATION OF ORIGINATION WEIGHTED CUMULATIVE LOSS RATIO AND PURCHASED PORTFOLIO WEIGHTED CUMULATIVE LOSS RATIO); AND SERVICER REPORT TAB EXHIBIT D TO CREDIT AGREEMENT Seller/Servicer’s Credit and Collection Policy As used herein, the “Credit and Collection Policy* ” is all credit, collection and servicing policies, procedures, manuals, and standards of LendingClub, as Seller or Servicer, initially as in effect on the date hereof and as hereafter revised and in effect at any time (subject to Section 6.02(f)), as evidenced by LendingClub’s internal records, including, without limitation, all such policies, procedures, manuals, and standards that are given to any LendingClub employee or contractor or are part of any software or program used by LendingClub. The Credit and Collection Policy shall include, by way of example and not limitation, all such policies, procedures, manuals and standards that are applied: [***] * Confidential Treatment Requested EXHIBIT E TO CREDIT AGREEMENT FORM OF FINANCIALS COMPLIANCE CERTIFICATE Date: ________, 20___ JPMorgan Chase Bank, N.A., as Administrative Agent, on behalf of itself and the Lenders Wilmington Trust, National Association, as Paying Agent Ladies and Gentlemen: This Financials Compliance Certificate (this “Certificate”), for the fiscal [quarter][year] ending ____________, 20__ (the “Relevant Period”), is furnished pursuant to Section 6.01(l) of that certain Warehouse Credit Agreement, dated as of January 23, 2018 (as amended, supplemented, restated or otherwise modified, the Prime Loan Program – “Credit Agreement”)Criteria”1 [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] Near Prime Loan Program – “Credit Criteria”2 [***] [***] [***] [***] [***] [***] 1 [***] 2 [***] [***] [***] [***] [***]3 [***] [***] [***] [***] [***] [***] Collections Policy and Charge-Off Policy Attached 3 [***] Collections Policy Effective: April 17, among LENDINGCLUB WAREHOUSE II LLC (the “Borrower”), Wilmington Trust, National Association, as Paying Agent (in such capacity, “Paying Agent”) and Collateral Trustee (in such capacity, “Collateral Trustee”), the Lenders from time to time party thereto (the “Lenders”), and JPMorgan Chase Bank, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”). Unless otherwise defined herein or as the context otherwise requires, terms used herein have the respective meanings assigned thereto under the Credit Agreement. The undersigned, as an Authorized Officer of the Borrower and LendingClub, hereby certifies as of the date hereof that he/she is the __________ of the Borrower and the ________ of Lending Club and that, as such, he/she is authorized to execute and deliver this Certificate on behalf of the Borrower and LendingClub, and that:2019

Duty to Update. If this Certificate is being delivered in connection with any Applicable Pro Forma Date, the undersigned hereby undertakes the obligation to update the information, representations, warranties, and certifications provided herein and in each Annex attached hereto if any such information, representations, warranties, or certifications are no longer true, complete and correct in all material respects on and as of such Applicable Pro Forma Date (after giving effect to all activity to take place on such date) except to the extent such information, representations, warranties, and certifications expressly relate to any earlier date, as of such earlier date. Servicer has executed this Borrowing Base Certificate through its Authorized Officer on the date first specified above. LENDINGCLUB CORPORATION, as Servicer By:__________________________ Name/Title:____________________ ATTACHMENTS: DATA FILE WITH COMPLETION OF INFORMATION PER ALL TABS INCLUDING DATA TAB (WITH RECEIVABLES DATA), ADVANCE RATE MODEL (SHOWING ADVANCE RATE CALCULATION); BORROWING BASE TAB (SHOWING BORROWING BASE CALCULATION), BAM! TAB (BUSINESS ACTIVITY MONITORING DATA), LOSS CALCULATION TAB (SHOWING CALCULATION OF ORIGINATION WEIGHTED CUMULATIVE VINTAGE LOSS RATIO AND PURCHASED PORTFOLIO WEIGHTED CUMULATIVE LOSS RATIOPERCENTAGE); AND SERVICER REPORT TAB (SHOWING COMPLIANCE WITH DELINQUENCY RATIO, VINTAGE LOSS RATIO, AND OTHER APPLICABLE INFORMATION) EXHIBIT D TO CREDIT AGREEMENT Seller/Servicer’s Credit and Collection Policy* [***] * Confidential Treatment Requested EXHIBIT E TO CREDIT AGREEMENT FORM OF FINANCIALS COMPLIANCE CERTIFICATE Date: ________, 20___ JPMorgan Chase BankCitibank, N.A., as Administrative Agent, on behalf of itself and the Lenders Wilmington Trust, National Association, as Paying Agent Ladies and Gentlemen: This Financials Compliance Certificate (this “Certificate”), for the fiscal [quarter][year] ending ____________, 20__ (the “Relevant Period”), is furnished pursuant to Section 6.01(l) of that certain Warehouse Credit Agreement, dated as of January 23October 10, 2018 2017 (as amended, supplemented, restated or otherwise modified, the “Credit Agreement”), among LENDINGCLUB WAREHOUSE II LendingClub Warehouse I LLC (the “Borrower”), Wilmington Trust, National Association, as Paying Agent (in such capacity, “Paying Agent”) and Collateral Trustee (in such capacity, “Collateral Trustee”), the Lenders from time to time party thereto (the “Lenders”), and JPMorgan Chase BankCitibank, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”). Unless otherwise defined herein or as the context otherwise requires, terms used herein have the respective meanings assigned thereto under the Credit Agreement. The undersigned, as an Authorized Officer of the Borrower and LendingClub, hereby certifies as of the date hereof that he/she is the __________ of the Borrower and the ________ of Lending Club and that, as such, he/she is authorized to execute and deliver this Certificate on behalf of the Borrower and LendingClub, and that:

Duty to Update. If this Certificate is being delivered in connection with any Applicable Pro Forma Date, the undersigned hereby undertakes the obligation to update the information, representations, warranties, and certifications provided herein and in each Annex attached hereto if any such information, representations, warranties, or certifications are no longer true, complete and correct in all material respects on and as of such Applicable Pro Forma Date (after giving effect to all activity to take place on such date) except to the extent such information, representations, warranties, and certifications expressly relate to any earlier date, as of such earlier date. Servicer has executed this Borrowing Base Certificate through its Authorized Officer on the date first specified above. Exhibit C-1 LENDINGCLUB CORPORATION, as Servicer By:__________________________ Name/Title:____________________ ATTACHMENTS: DATA FILE WITH COMPLETION OF INFORMATION PER ALL TABS INCLUDING DATA TAB (WITH RECEIVABLES DATA), ADVANCE RATE MODEL (SHOWING ADVANCE RATE CALCULATION); BORROWING BASE TAB (SHOWING BORROWING BASE CALCULATION), BAM! TAB (BUSINESS ACTIVITY MONITORING DATA), LOSS CALCULATION TAB (SHOWING CALCULATION OF ORIGINATION WEIGHTED CUMULATIVE VINTAGE LOSS RATIO AND PURCHASED PORTFOLIO WEIGHTED CUMULATIVE LOSS RATIOPERCENTAGE); AND SERVICER REPORT TAB (SHOWING COMPLIANCE WITH DELINQUENCY RATIO, VINTAGE LOSS RATIO, AND OTHER APPLICABLE INFORMATION) EXHIBIT D TO CREDIT AGREEMENT Seller/Servicer’s Credit and Collection Policy As used herein, the “Credit and Collection Policy* ” is all credit, collection and servicing policies, procedures, manuals, and standards of LendingClub, as Seller or Servicer, initially as in effect on the date hereof and as hereafter revised and in effect at any time (subject to Section 6.02(f)), as evidenced by LendingClub’s internal records, including, without limitation, all such policies, procedures, manuals, and standards that are given to any LendingClub employee or contractor or are part of any software or program used by LendingClub. The Credit and Collection Policy shall include, by way of example and not limitation, all such policies, procedures, manuals and standards that are applied: [***]. [***] * Confidential Treatment Requested EXHIBIT E TO CREDIT AGREEMENT FORM OF FINANCIALS COMPLIANCE CERTIFICATE Date: ________, 20___ JPMorgan Chase Bank, N.A., as Administrative Agent, on behalf of itself and the Lenders Wilmington Trust, National Association, as Paying Agent Ladies and Gentlemen: This Financials Compliance Certificate (this “Certificate”), for the fiscal [quarter][year] ending ____________, 20__ (the “Relevant Period”), is furnished pursuant to Section 6.01(l) of that certain Warehouse Credit Agreement, dated as of January 23, 2018 (as amended, supplemented, restated or otherwise modified, the Prime Loan Program - “Credit Agreement”)Criteria”1 [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] Near Prime Loan Program - “Credit Criteria”2 [***] [***] [***] [***] [***] [***] [***] [***] [***] [***]3 [***] [***] [***] [***] [***] [***] 1 [***] 2 [***] 3 [***] Effective: October 19, among LENDINGCLUB WAREHOUSE II LLC (the “Borrower”), Wilmington Trust, National Association, as Paying Agent (in such capacity, “Paying Agent”) and Collateral Trustee (in such capacity, “Collateral Trustee”), the Lenders from time to time party thereto (the “Lenders”), and JPMorgan Chase Bank, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”). Unless otherwise defined herein or as the context otherwise requires, terms used herein have the respective meanings assigned thereto under the Credit Agreement. The undersigned, as an Authorized Officer of the Borrower and LendingClub, hereby certifies as of the date hereof that he/she is the __________ of the Borrower and the ________ of Lending Club and that, as such, he/she is authorized to execute and deliver this Certificate on behalf of the Borrower and LendingClub, and that:2016

Duty to Update. If this Certificate is being delivered in connection with any Applicable Pro Forma Date, the undersigned hereby undertakes the obligation to update the information, representations, warranties, and certifications provided herein and in each Annex attached hereto if any such information, representations, warranties, or certifications are no longer true, complete and correct in all material respects on and as of such Applicable Pro Forma Date (after giving effect to all activity to take place on such date) except to the extent such information, representations, warranties, and certifications expressly relate to any earlier date, as of such earlier date. * Confidential Treatment Requested Servicer has executed this Borrowing Base Certificate through its Authorized Officer on the date first specified above. LENDINGCLUB CORPORATION, as Servicer By:__________________________ Name/Title:____________________ ATTACHMENTS: DATA FILE WITH COMPLETION OF INFORMATION PER ALL TABS INCLUDING DATA TAB (WITH RECEIVABLES DATA), ADVANCE RATE MODEL (SHOWING ADVANCE RATE CALCULATION); BORROWING BASE TAB (SHOWING BORROWING BASE CALCULATION), BAM! TAB (BUSINESS ACTIVITY MONITORING DATA), LOSS CALCULATION TAB (SHOWING CALCULATION OF ORIGINATION WEIGHTED CUMULATIVE VINTAGE LOSS RATIO AND PURCHASED PORTFOLIO WEIGHTED CUMULATIVE LOSS RATIOPERCENTAGE); AND SERVICER REPORT TAB (SHOWING COMPLIANCE WITH DELINQUENCY RATIO, VINTAGE LOSS RATIO, AND OTHER APPLICABLE INFORMATION) EXHIBIT D TO CREDIT AGREEMENT Seller/Servicer’s Credit and Collection Policy* [***] * Confidential Treatment Requested EXHIBIT E TO CREDIT AGREEMENT FORM OF FINANCIALS COMPLIANCE CERTIFICATE Date: ________, 20___ JPMorgan Chase Bank, N.A.[***]*, as Administrative Agent, on behalf of itself and the Lenders Wilmington Trust, National Association, as Paying Agent Ladies and Gentlemen: This Financials Compliance Certificate (this “Certificate”), for the fiscal [quarter][year] ending ____________, 20__ (the “Relevant Period”), is furnished pursuant to Section 6.01(l) of that certain Warehouse Credit Agreement, dated as of January 23October 10, 2018 2017 (as amended, supplemented, restated or otherwise modified, the “Credit Agreement”), among LENDINGCLUB WAREHOUSE II LendingClub Warehouse I LLC (the “Borrower”), Wilmington Trust, National Association, as Paying Agent (in such capacity, “Paying Agent”) and Collateral Trustee (in such capacity, “Collateral Trustee”), the Lenders from time to time party thereto (the “Lenders”), and JPMorgan Chase Bank, N.A.[***]*, as Administrative Agent (in such capacity, the “Administrative Agent”). Unless otherwise defined herein or as the context otherwise requires, terms used herein have the respective meanings assigned thereto under the Credit Agreement. The undersigned, as an Authorized Officer of the Borrower and LendingClub, hereby certifies as of the date hereof that he/she is the __________ of the Borrower and the ________ of Lending Club and that, as such, he/she is authorized to execute and deliver this Certificate on behalf of the Borrower and LendingClub, and that: