0001409970-15-001494 Sample Contracts

PLEDGE AND SECURITY AGREEMENT
Pledge and Security Agreement • December 22nd, 2015 • LendingClub Corp • Finance services • New York

This PLEDGE AND SECURITY AGREEMENT, dated as of December 17, 2015 (as amended, restated, amended and restated, supplemented, or otherwise modified from time to time, this "Agreement"), among LENDINGCLUB CORPORATION, a Delaware corporation (the "Borrower"), each of the other entities that are signatories hereto as a "Grantor" (collectively, with the Borrower and any Additional Grantors (as defined herein), the "Grantors", and each a "Grantor") and MORGAN STANLEY SENIOR FUNDING, INC., as collateral agent for the Secured Parties (herein in such capacity, the "Collateral Agent").

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CREDIT AND GUARANTY AGREEMENT
Credit and Guaranty Agreement • December 22nd, 2015 • LendingClub Corp • Finance services • New York

This CREDIT AND GUARANTY AGREEMENT, dated as of December 17, 2015, among LENDINGCLUB CORPORATION, as the Borrower, the GUARANTORS from time to time party hereto, the LENDERS from time to time party hereto, MORGAN STANLEY SENIOR FUNDING, INC., as administrative agent (in such capacity, the “Administrative Agent”) and as collateral agent (in such capacity, the “Collateral Agent”), Goldman Sachs Bank USA, as syndication agent (in such capacity, the “Syndication Agent”), and Credit Suisse AG and Silicon Valley Bank, as documentation agents (collectively, and in such capacity, the “Documentation Agents”).

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