Common use of Monthly Distributions Clause in Contracts

Monthly Distributions. Subject to subsection (b) and (c) of this Section, on each Settlement Date, based on the Servicer’s Monthly Settlement Certificate, the Paying Agent shall make the following distributions (without duplication) in the following order of priority (such order of priority, as may be modified by subsection (c) of this Section following an Event of Default, the “Priority of Payments”) to the extent of Available Funds on deposit in the Collection Account (and, if there are insufficient Available Funds to make any distribution under any particular clause in full, pro rata to each Person entitled to a distribution pursuant to such clause, as determined based on the maximum amount that could be distributable to each such Person under such clause): (i) first, pro rata to each Agent, the Custodian, and the Account Bank (to the extent not deducted from the Collection Account or Reserve Account), all accrued but unpaid fees, reimbursable expenses, and indemnity amounts owed to such Person in such capacity under any Transaction Document or any related fee letter; provided, that no Person shall receive cumulative distributions (for all applicable Settlement Dates in any calendar year) under this priority first for expenses and indemnity amounts in excess of [***]* (provided that no such annual limit shall be applicable upon the occurrence and continuance of an Event of Default); (ii) second, to the Servicer, an amount equal to the Servicing Fee with respect to the preceding Collection Period (and any unpaid Servicing Fee from any prior Collection Period), and if such Servicer is a successor Servicer, all accrued but unpaid fees (without duplication of the Servicing Fee), reimbursable expenses, and indemnity amounts owed to such Person in such capacity under any Transaction Document or any related fee letter; provided, that no Person shall receive cumulative distributions (for all applicable Settlement Dates in any calendar year) under this priority second for expenses and indemnity amounts in excess of [***]*; (iii) third, to the Backup Servicer (with respect to amounts owed, without duplication, to the Backup Servicer or the Sub-Backup Servicer, but solely if any such Person is not then acting as successor Servicer and, if applicable, on a pari passu basis as between the primary Backup Servicer and any Sub-Backup Servicer) with respect to the preceding Collection Period, an amount equal to the Backup Servicing Fee, any reasonable expenses incurred in connection with transitioning the servicing to the Backup Servicer (including counsel fees and expenses), indemnity amounts and any other amounts due to the Backup Servicer for such Collection Period pursuant to the Backup Servicing Agreement, and any of the foregoing that remains unpaid from prior Collection Periods; provided, that no Person shall receive cumulative distributions (for all applicable Settlement Dates in any calendar year) under this priority third for obligations other than scheduled fees and transition expenses (which Transition Costs shall not exceed [***]*, including boarding fees) in excess of [***]* (provided that no such annual limit shall be applicable upon the occurrence and continuance of an Event of Default); (iv) fourth, to each Lender, its Interest Period Invoice Amount for such Settlement Date; (v) fifth, to each Lender, pro rata, any amount owed to such Lender (or its Related Person) pursuant to Sections 2.07 through 2.09; (vi) sixth, to each Lender, such Lender’s Pro Rata Share of the amount of any Borrowing Base Deficiency and the amount of any voluntary prepayment scheduled for such Settlement Date pursuant to the terms hereof; (vii) seventh, to the Reserve Account, an amount equal to the Required Reserve Account Deposit Amount, as determined on such Settlement Date (after giving effect to any distributions made or to be made on such date); * Confidential Treatment Requested (viii) eighth, on and after the Commitment Termination Date and on any Settlement Date on which there is an outstanding Amortization Event (as measured on such date), to each Lender, such Lender’s Pro Rata Share of all remaining Available Funds until the Aggregate Loan Amount has been reduced to zero; (ix) ninth, to each of the Secured Parties, all other fees, expenses, indemnity payments, and other Obligations due and owing (not paid pursuant to any of the preceding clauses, including amounts not paid under any higher priority as a result of any applicable annual limitation or cap for payments of that type under such higher priority) to such Secured Party by the Borrower; and (x) tenth, to LendingClub (as a distribution from the Borrower) by deposit to the Borrower’s Designated Account, all remaining Available Funds.

Monthly Distributions. Subject (a) Distributions on the Certificates shall be made from funds in the Certificate Account. Each Certificateholder as of a Record Date shall be paid on the next succeeding Distribution Date by check mailed to subsection such Certificateholder at the address for such Certificateholder appearing on the Certificate Register (or, if a Holder of an Offered Certificate holds an aggregate Percentage Interest of at least 5% of the Offered Certificates or a Holder of a Private Certificate holds a Certificate with a Percentage Interest of 50% of such Certificate, and if such Certificateholder so requests, by wire transfer of immediately available funds pursuant to written instructions delivered to the Trustee at least five days prior to the related Record Date, which instructions, until revised, shall remain operative for all Distribution Dates thereafter), such Certificateholder's Percentage Interest of the amount to be distributed. Final payment on any Certificate shall be made only upon presentation and surrender of such Certificate at the office or agency of the Paying Agent. (b) Each distribution with respect to a Book-Entry Certificate shall be paid to the Depository, which shall credit the amount of such distribution to the accounts of its Depository Participants in accordance with its normal procedures. Each Depository Participant shall be responsible for disbursing such distribution to the Certificateholder that it represents and to each indirect participating brokerage firm (a "brokerage firm" or "indirect participating firm") for which it acts as agent. Each brokerage firm shall be responsible for disbursing funds to the Certificateholder that it represents. All such credits and disbursements with respect to a Book-Entry Certificate are to be made by the Depository and the Depository Participants in accordance with the provisions of the Book-Entry Certificates and the Depository's rules. Neither the Trustee, the Certificate Registrar, the Sellers, the Depositor nor the Master Servicer shall have any responsibility therefor except as otherwise provided by applicable law. (c) of this Section, on On each Settlement Distribution Date, the Trustee, based solely on the Servicer’s Monthly Settlement Certificate, the Paying Agent Report furnished to it pursuant to Section 6.01 shall make the following distributions (without duplication) allocations, disbursements and transfers, from amounts deposited in the Certificate Account in the following order of priority, and each such allocation, transfer and disbursement shall be treated as having occurred only after all preceding allocations: A. The Group I Monthly Interest Amount and Group II Monthly Interest Amount, respectively, are required to be distributed in the following order of priority until such amounts have been fully distributed: 1. first, to the Master Servicer, the Master Servicer Fee and the applicable MI Insurer Premium (in such order of priorityamount, as may be modified shall have been calculated by subsection the Master Servicer and notified in writing to the Trustee), if any, paid by the Master Servicer (c) of this Section following an Event of Default, the “Priority of Payments”) in each case to the extent of Available Funds on deposit in not otherwise reimbursed from the Collection Account (andCertificate Account); and to the MI Insurer, the MI Insurer Premium, if there are insufficient Available Funds to make any distribution under any particular clause in full, pro rata to each Person entitled to a distribution pursuant to such clause, as determined based on the maximum amount that could be distributable to each such Person under such clause): (i) first, pro rata to each Agent, the Custodian, and the Account Bank (to the extent not deducted from paid by the Collection Account Master Servicer or Reserve Accountotherwise), all accrued but unpaid feesin each case for the related Group; 2. second, reimbursable expensesto each Class of the Senior Certificates for such Group, the Class Monthly Interest Amount and indemnity amounts owed to any Class Interest Carryover Shortfall for such Person in such capacity under any Transaction Document or any related fee letterClass on that Distribution Date; provided, that no Person shall receive cumulative distributions (however, if the interest collections for all applicable Settlement Dates in the related Group are not sufficient to make a full distribution of the Class Monthly Interest Amount and any calendar year) under this priority first for expenses and indemnity amounts in excess of [***]* (provided that no such annual limit shall be applicable upon the occurrence and continuance of an Event of Default); (ii) second, to the Servicer, an amount equal to the Servicing Fee Class Interest Carryover Shortfall with respect to the preceding Collection Period Senior Certificates of such Group, the interest amounts for the related Group will be distributed pro rata among each such Class of Senior Certificates of the related Group based on the ratio of: (i) the Class Monthly Interest Amount and Class Interest Carryover Shortfall for that Class to (ii) the total amount of Class Monthly Interest Amount and any unpaid Servicing Fee from any prior Collection Period), and if such Servicer is a successor Servicer, all accrued but unpaid fees (without duplication Class Interest Carryover Shortfall for the Senior Certificates of the Servicing Fee), reimbursable expenses, and indemnity amounts owed to such Person in such capacity under any Transaction Document or any related fee letter; provided, that no Person shall receive cumulative distributions (for all applicable Settlement Dates in any calendar year) under this priority second for expenses and indemnity amounts in excess of [***]*Group; (iii) 3. third, to the Backup Servicer (with respect to amounts owedClass M-1 Certificates of the Group, without duplicationthe Class Monthly Interest Amount for that Class and Distribution Date; 4. fourth, to the Backup Servicer or the Sub-Backup Servicer, but solely if any such Person is not then acting as successor Servicer and, if applicable, on a pari passu basis as between the primary Backup Servicer and any Sub-Backup Servicer) with respect to the preceding Collection Period, an amount equal to the Backup Servicing Fee, any reasonable expenses incurred in connection with transitioning the servicing to the Backup Servicer (including counsel fees and expenses), indemnity amounts and any other amounts due to the Backup Servicer for such Collection Period pursuant to the Backup Servicing Agreement, and any Class M-2 Certificates of the foregoing that remains unpaid from prior Collection Periods; providedGroup, that no Person shall receive cumulative distributions (for all applicable Settlement Dates in any calendar year) under this priority third for obligations other than scheduled fees and transition expenses (which Transition Costs shall not exceed [***]*, including boarding fees) in excess of [***]* (provided that no such annual limit shall be applicable upon the occurrence and continuance of an Event of Default); (iv) fourth, to each Lender, its Class Monthly Interest Period Invoice Amount for such Settlement that Class and Distribution Date; (v) ; 5. fifth, to each Lender, pro rata, any amount owed to such Lender (or its Related Person) pursuant to Sections 2.07 through 2.09; (vi) sixth, to each Lender, such Lender’s Pro Rata Share the Class B Certificates of the amount of any Borrowing Base Deficiency Group, the Class Monthly Interest Amount for that Class and the amount of any voluntary prepayment scheduled for such Settlement Date pursuant to the terms hereof; (vii) seventh, to the Reserve Account, an amount equal to the Required Reserve Account Deposit Amount, as determined on such Settlement Date (after giving effect to any distributions made or to be made on such date); * Confidential Treatment Requested (viii) eighth, on and after the Commitment Termination Date and on any Settlement Date on which there is an outstanding Amortization Event (as measured on such date), to each Lender, such Lender’s Pro Rata Share of all remaining Available Funds until the Aggregate Loan Amount has been reduced to zero; (ix) ninth, to each of the Secured Parties, all other fees, expenses, indemnity payments, and other Obligations due and owing (not paid pursuant to any of the preceding clauses, including amounts not paid under any higher priority as a result of any applicable annual limitation or cap for payments of that type under such higher priority) to such Secured Party by the BorrowerDistribution Date; and (x) tenth, to LendingClub (as a distribution from the Borrower) by deposit to the Borrower’s Designated Account, all remaining Available Funds.

Monthly Distributions. Subject (a) Distributions on the Certificates shall be made from funds in the Certificate Account. Each Certificateholder as of a Record Date shall be paid on the next succeeding Distribution Date by check mailed to subsection such Certificateholder at the address for such Certificateholder appearing on the Certificate Register (or, if a Holder of the Offered Certificate holds an aggregate Percentage Interest of at least 5% of the Offered Certificates and the Class B-2 Certificates or, a Holder of a Class B-2 Certificate holds a Certificate with an Original Class B-2 Certificate Balance of at least $1,000,000, and if such Certificateholder so requests, by wire transfer of immediately available funds pursuant to written instructions delivered to the Trustee at least ten (10) days prior to such Distribution Date, which instructions, until revised, shall remain operative for all Distribution Dates thereafter), such Certificateholder's Percentage Interest of the amount to be distributed. Final payment on any Certificate shall be made only upon presentation of such Certificate at the office or agency of the Paying Agent. (b) Each distribution with respect to a Book-Entry Certificate shall be paid to the Depository, which shall credit the amount of such distribution to the accounts of its Depository Participants in accordance with its normal procedures. Each Depository Participant shall be responsible for disbursing such distribution to the Certificateholder that it represents and to each indirect participating brokerage firm (a "brokerage firm" or "indirect participating firm") for which it acts as agent. Each brokerage firm shall be responsible for disbursing funds to the Certificateholder that it represents. All such credits and disbursements with respect to a Book-Entry Certificate are to be made by the Depository and the Depository Participants in accordance with the provisions of the Book-Entry Certificates and the Depository's rules. Neither the Trustee, the Certificate Registrar, the Seller, the Company nor the Master Servicer shall have any responsibility therefor except as otherwise provided by applicable law. To the extent applicable and, in the case of the Offered Certificates not contrary to the rules of the Depository, the Trustee shall comply with the provisions of the forms of the Offered Certificates and the Class B-2 Certificates as set forth in Exhibits A-D hereto. (c) of this Section, on On each Settlement Distribution Date, based on the Servicer’s Monthly Settlement Certificate, Interest Remittance Amount shall be distributed by the Paying Agent shall make the following distributions (without duplication) Trustee in the following order of priority (such order of priority, as may be modified by subsection (c) of this Section following an Event of Default, the “Priority of Payments”) to the extent of Available Funds on deposit in the Collection Account (and, if there are insufficient Available Funds to make any distribution under any particular clause in full, pro rata to each Person entitled to a distribution pursuant to such clause, as determined based on the maximum amount that could be distributable to each such Person under such clause):: (i) first, pro rata to the Holders of the Class A Certificates, the Class A Current Interest plus the Class A Interest Carry Forward Amount with respect to each Agent, the Custodian, and the Account Bank (to the extent not deducted from the Collection Account or Reserve Account), all accrued but unpaid fees, reimbursable expenses, and indemnity amounts owed to such Person in Class of Class A Certificates without any priority among such capacity under any Transaction Document or any related fee letterClass A Certificates; provided, that no Person shall receive cumulative distributions (for if the Interest Remittance Amount is not sufficient to make a full distribution of interest with respect to all applicable Settlement Dates in any calendar year) under this priority first for expenses and indemnity amounts in excess Classes of [***]* (provided that no such annual limit the Class A Certificates, the Interest Remittance Amount shall be distributed among the outstanding Classes of Class A Certificates pro rata based on the aggregate amount of interest due on each such Class, and the amount of the shortfall will be carried forward with accrued interest at the applicable upon the occurrence and continuance of an Event of Default)Pass-Through Rate; (ii) second, to the Servicerextent of the Interest Remittance Amount then remaining, an amount equal to the Servicing Fee with respect to the preceding Collection Period (and any unpaid Servicing Fee from any prior Collection Period), and if such Servicer is a successor Servicer, all accrued but unpaid fees (without duplication Holders of the Servicing Fee)Class M-1 Certificates, reimbursable expenses, and indemnity amounts owed to such Person in such capacity under any Transaction Document or any related fee letter; provided, that no Person shall receive cumulative distributions (for all applicable Settlement Dates in any calendar year) under this priority second for expenses and indemnity amounts in excess of [***]*the Class M-1 Current Interest; (iii) third, to the Backup Servicer (with respect to amounts owed, without duplicationextent of the Interest Remittance Amount then remaining, to the Backup Servicer or the Sub-Backup Servicer, but solely if any such Person is not then acting as successor Servicer and, if applicable, on a pari passu basis as between the primary Backup Servicer and any Sub-Backup Servicer) with respect to the preceding Collection Period, an amount equal to the Backup Servicing Fee, any reasonable expenses incurred in connection with transitioning the servicing to the Backup Servicer (including counsel fees and expenses), indemnity amounts and any other amounts due to the Backup Servicer for such Collection Period pursuant to the Backup Servicing Agreement, and any Holders of the foregoing that remains unpaid from prior Collection Periods; providedClass M-2 Certificates, that no Person shall receive cumulative distributions (for all applicable Settlement Dates in any calendar year) under this priority third for obligations other than scheduled fees and transition expenses (which Transition Costs shall not exceed [***]*, including boarding fees) in excess of [***]* (provided that no such annual limit shall be applicable upon the occurrence and continuance of an Event of Default)Class M-2 Current Interest; (iv) fourth, to each Lenderthe extent of the Interest Remittance Amount then remaining, its Interest Period Invoice Amount for such Settlement Dateto the Holders of the Class B-1 Certificates, the Class B-1 Current Interest; (v) fifth, to each Lenderthe extent of the Interest Remittance Amount then remaining, pro ratato the Holders of the Class B-2 Certificates, any amount owed to such Lender (or its Related Person) pursuant to Sections 2.07 through 2.09;the Class B-2 Current Interest; and (vi) sixth, the sum of (x) the amount, if any, of the Interest Remittance Amount remaining in the Certificate Account after application with respect to each Lender, such Lender’s Pro Rata Share of the priorities set forth in clause (i)-(v) above plus (y) the amount of any Borrowing Base Deficiency and the amount of any voluntary prepayment scheduled Overcollateralization Release Amount for such Settlement Distribution Date pursuant (such amounts, the "Monthly Excess Cashflow Amount" for a Distribution Date) shall be applied, first, to pay the Master Servicing Fee to the terms hereof;Master Servicer if CIT Consumer Finance or one of its affiliates is the Master Servicer and, second, as provided in subsection (f) of this Section 8.01. (viid) seventhOn each Distribution Date (a) before the Stepdown Date or (b) on or after the Stepdown Date if a Trigger Event is in effect, the Trustee shall make the following disbursements: (I) the Holders of the Class A Certificates shall be entitled to the Reserve Account, receive payment of an amount equal to 100% of the Required Reserve Account Deposit Amount, Variable Rate Principal Distribution Amount (as determined on defined herein) for such Settlement Distribution Date (after giving effect to any distributions made or to be made on such date); * Confidential Treatment Requestedin the following amounts and priorities: (viiii) eighth, on and after the Commitment Termination Date and on any Settlement Date on which there is an outstanding Amortization Event (as measured on such date)first, to each Lender, such Lender’s Pro Rata Share the Holders of all remaining Available Funds the Class A-9 Certificates until the Aggregate Loan Amount Class A-9 Certificate Balance has been reduced to zero; (ixii) ninthsecond, to each the Holders of the Secured PartiesClass A-8 Certificates, all other feesin an amount equal to the Class A-8 Lockout Distribution Amount; (iii) third, expenses, indemnity payments, and other Obligations due and owing (not paid pursuant to any the Holders of the preceding clauses, including amounts not paid under any higher priority as a result Class A Certificates (other than the Class A-8 Certificates and the Class A-9 Certificates) in sequential order until the Certificate Balance of any applicable annual limitation or cap for payments each such Class of that type under such higher priority) Class A Certificates has been reduced to such Secured Party by the Borrowerzero; and (iv) fourth, to the Holders of the Class A-8 Certificates until the Class A-8 Certificate Balance has been reduced to zero; and (II) the Holders of the Class A Certificates shall be entitled to receive payment of an amount equal to 100% of the Fixed Rate Principal Distribution Amount (as defined herein) for such Distribution Date in the following amounts and priorities: (i) first, to the extent not previously distributed pursuant to clause (d)(I) above, to the Holders of the Class A-8 Certificates in an amount equal to the Class A-8 Lockout Distribution Amount; (ii) second, to the Holders of the Class A Certificates (other than the Class A-8 Certificates and the Class A-9 Certificates) in sequential order until the Certificate Balance of each such Class of Class A Certificates has been reduced to zero; (iii) third, to the Holders of the Class A-8 Certificates until the Class A-8 Certificate Balance has been reduced to zero; and (iv) fourth, to the Holders of the Class A-9 Certificates until the Class A-9 Certificate Balance is reduced to zero. Notwithstanding the foregoing, on any Distribution Date on which the sum of the Certificate Balance of the Subordinate Certificates and the Overcollateralization Amount is zero, any amounts of principal payable to the Holders of the Class A Certificates on such Distribution Date shall be distributed pro rata. (e) On each Distribution Date on or after the Stepdown Date as long as a Trigger Event is not in effect, the Trustee shall make the following disbursements: (i) first, an amount equal to (I) the lesser of (x) tenththe Variable Rate Principal Distribution Amount and (y) the Class A Principal Distribution Amount, shall be distributed in the following amounts and priorities: (1) first, to LendingClub the Holders of the Class A-9 Certificates until the Class A-9 Certificate Balance has been reduced to zero (such distribution amount, the "Class A Variable Allocation Amount"); (2) second, to the Holders of the Class A-8 Certificates, in an amount equal to the Class A-8 Lockout Distribution Amount; (3) third, to the Holders of the Class A Certificates (other than the Class A-8 Certificates and the Class A-9 Certificates) in sequential order until the Certificate Balance of each such Class of Class A Certificates has been reduced to zero; and (4) fourth, to the Holders of the Class A-8 Certificates until the Class A-8 Certificate Balance has been reduced to zero; and an amount equal to (II) the lesser of (x) the Fixed Rate Principal Distribution Amount and (y) the Class A Principal Distribution Amount minus the amount distributed in clause (i) (I) above, shall be distributed in the following amounts and priorities: (1) first, to the extent not previously distributed pursuant to clause (e)(i)(I) above, to the Holders of the Class A-8 Certificates, in an amount equal to the Class A-8 Lockout Distribution Amount; (2) second, to the Holders of the Class A Certificates (other than the Class A-8 Certificates and the Class A-9 Certificates) in sequential order until the Certificate Balance of each such Class of Class A Certificates has been reduced to zero; (3) third, to the Holders of the Class A-8 Certificates until the Class A-8 Certificate Balance has been reduced to zero; and (4) fourth, to the Holders of the Class A-9 Certificates until the Class A-9 Certificate Balance is reduced to zero; (ii) second, the lesser of (x) the excess, if any, of (i) the sum of (A) the Fixed Rate Principal Distribution Amount and (B) the Variable Rate Principal Distribution Amount over (ii) the amount distributed to the Holders of the Class A Certificates in clause (e)(i) above, and (y) the Class M-1 Principal Distribution Amount, shall be distributed to the Holders of the Class M-1 Certificates, until the Class M-1 Certificate Balance has been reduced to zero; (iii) third, the lesser of (x) the excess, if any, of (i) the sum of (A) the Fixed Rate Principal Distribution Amount and (B) the Variable Rate Principal Distribution Amount over (ii) the sum of the amount distributed to the Holders of the Class A Certificates in clause (e)(i) above and the amount distributed to the Holders of the Class M-1 Certificates in clause (e)(ii) above, and (y) the Class M-2 Principal Distribution Amount, shall be distributed to the Holders of the Class M-2 Certificates, until the Class M-2 Certificate Balance has been reduced to zero; (iv) fourth, the lesser of (x) the excess, if any, of (i) the sum of (A) the Fixed Rate Principal Distribution Amount and (B) the Variable Rate Principal Distribution Amount over (ii) the sum of the amount distributed to the Holders of the Class A Certificates pursuant to clause (e)(i) above, the amount distributed to the Holders of the Class M-1 Certificates pursuant to clause (e)(ii) above and the amount distributed to the Holders of the Class M-2 Certificates pursuant to clause (e)(iii) above, and (y) the Class B-1 Principal Distribution Amount, shall be distributed to the Holders of the Class B-1 Certificates, until the Class B-1 Certificate Balance has been reduced to zero; (v) fifth, the lesser of (x) the excess, if any, of (i) the sum of (A) the Fixed Rate Principal Distribution Amount and (B) the Variable Rate Principal Distribution Amount over (ii) the sum of the amount distributed to the Holders of the Class A Certificates pursuant to clause (e)(i) above, the amount distributed to the Holders of the Class M-1 Certificates pursuant to clause (e)(ii) above, the amount distributed to the Holders of the Class M-2 Certificates pursuant to clause (e)(iii) above and the amount distributed to the Holders of the Class B-1 Certificates pursuant to clause (e)(iv) above and (y) the Class B-2 Principal Distribution Amount, shall be distributed to the Holders of the Class B-2 Certificates, until the Class B-2 Certificate Balance has been reduced to zero; and (vi) sixth, any portion of the Principal Distribution Amount remaining after making all of the distributions in clauses (e)(i)-(e)(v) above shall be a part of the Monthly Excess Cashflow Amount and shall be applied as provided in subsection (f) of this Section 8.01. Notwithstanding the foregoing, on any Distribution Date on which the sum of the Certificate Balance of the Subordinate Certificates and the Overcollateralization Amount is zero, any amounts of principal payable to the Holders of the Class A Certificates on such Distribution Date shall be distributed pro rata. Notwithstanding the foregoing, in the event that the Certificate Balance of all of the Class A Certificates has been reduced to zero, all amounts of principal that would have been distributed to such Class A Certificates shall be distributed to the Subordinate Certificates sequentially in the following order: first, to the Class M-1 Certificates, second, to the Class M-2 Certificates, third, to the Class B-1 Certificates and, fourth, to the Class B-2 Certificates. If the Certificate Balance of the Class M-1 Certificates has been reduced to zero, all amounts of principal that would have been distributed to such Class M-1 Certificates shall be distributed sequentially to the Class M-2, Class B-1 and Class B-2 Certificates in that order. If the Certificate Balance of the Class M-2 Certificates has been reduced to zero, all amounts of principal that would have been distributed sequentially to such Class M-2 Certificates shall be distributed to the Class B-1 and Class B-2 Certificates in that order. If the Certificate Balance of the Class B-1 Certificates has been reduced to zero, all amounts of principal that would have been distributed to such Class B-1 Certificates shall be distributed to the Class B-2 Certificates. (f) On any Distribution Date, the Monthly Excess Cashflow Amount shall be applied by the Trustee in the following order of priority on such Distribution Date: (1) to fund the Fixed Rate Group Extra Principal Distribution Amount and the Adjustable Rate Group Extra Principal Distribution Amount for such Distribution Date; (2) to fund the Class M-1 Interest Carry Forward Amount, if any; (3) to fund the Class M-1 Realized Loss Amortization Amount for such Distribution Date; (4) to fund the Class M-2 Interest Carry Forward Amount, if any; (5) to fund the Class M-2 Realized Loss Amortization Amount for such Distribution Date; (6) to fund the Class B-1 Interest Carry Forward Amount, if any; (7) to fund the Class B-1 Realized Loss Amortization Amount for such Distribution Date; (8) to fund the Class B-2 Interest Carry Forward Amount, if any; (9) to fund the Class B-2 Realized Loss Amortization Amount for such Distribution Date; (10) to the Master Servicer to the extent of any unreimbursed Monthly Advances; and (11) to the Holders of the Class R Certificates. (g) Notwithstanding the foregoing, amounts otherwise distributable to a distribution Certificateholder pursuant to such paragraph which are required to be withheld and remitted to a taxing authority shall be withheld and remitted to such taxing authority, and such amounts shall be treated as actually distributed to such Certificateholder for all purposes of this Agreement. (h) The Master Servicer may direct the Trustee to pay to the Master Servicer an amount equal to unreimbursed Servicing Advances (without interest) with respect to each Mortgage Loan for which the Master Servicer has made a Servicing Advance, to the extent not netted from deposits to the Certificate Account pursuant to Section 5.05, by wire transfer of immediately available funds, from subsequent collections with respect to interest on or with respect to such Mortgage Loan, Liquidation Proceeds and Insurance Proceeds or the Purchase Price of such Mortgage Loan. (i) The Trustee shall appoint an Eligible Institution to be the paying agent (the "Paying Agent") and cause it to make the payments to the Certificateholders required hereunder. The Trustee initially appoints itself, with its office at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, New York, New York 10286, Attention: Mortgage Backed Securities, as such Paying Agent. The Trustee shall require the Paying Agent (if other than the Trustee) to agree in writing that all amounts held by it for payment hereunder will be held in trust for the benefit of the Certificateholders and that it will notify the Trustee of any failure by the Master Servicer to make funds available to the Paying Agent for the payment of amounts due on the Certificates. In respect of each Distribution Date, the Trustee shall withdraw from the Borrower) Certificate Account and deposit in an account established by deposit the Paying Agent for the purpose of this Section funds sufficient to make the distribution to Certificateholders pursuant to this Section. Such funds shall be available to the Borrower’s Designated Account, all remaining Available FundsPaying Agent by 11:00 A.M. on each Distribution Date.

Monthly Distributions. Subject to subsection (b) and (c) of this Section, on each Settlement Date, based on the Servicer’s Monthly Settlement Certificate, the Paying Agent shall make the following distributions (without duplication) in the following order of priority (such order of priority, as may be modified by subsection (c) of this Section following an Event of Default, the “Priority of Payments”) to the extent of Available Funds on deposit in the Collection Account (and, if there are insufficient Available Funds to make any distribution under any particular clause in full, pro rata to each Person entitled to a distribution pursuant to such clause, as determined based on the maximum amount that could be distributable to each such Person under such clause): (i) first, pro rata to each Agent, the Custodian, Custodian (if applicable) and the Account Bank (to the extent not deducted from the Collection Account or Reserve Account), all accrued but unpaid fees, reimbursable expenses, and indemnity amounts owed to such Person in such capacity under any Transaction Document or any related fee letter; provided, that no Person (other than the calculation agent) shall receive cumulative distributions (for all applicable Settlement Dates in any calendar year) under this priority first for expenses and indemnity amounts in excess of [***]* ] (provided that no such annual limit shall be applicable upon the occurrence and continuance of an Event of Default); (ii) second, to the Servicer, an amount equal to the Servicing Fee with respect to the preceding Collection Period (and any unpaid Servicing Fee from any prior Collection PeriodPeriod but for the avoidance of doubt in no event shall the Servicer be paid any amounts that have been previously netted by it in accordance with the Servicing Agreement), and if such Servicer is a successor Servicer, all accrued but unpaid fees (without duplication of the Servicing Fee), reimbursable expenses, and indemnity amounts owed to such Person in such capacity under any Transaction Document or any related fee letter; provided, that no Person shall receive cumulative distributions (for all applicable Settlement Dates in any calendar year) under this priority second for expenses and indemnity amounts in excess of [***]*; (iii) third, to the Backup Servicer (with respect to amounts owed, without duplication, to the Backup Servicer or the Sub-Backup Servicer, but solely if any such Person is not then acting as successor Servicer and, if applicable, on a pari passu basis as between the primary Backup Servicer and any Sub-Backup Servicer) with respect to the preceding Collection Period, an amount equal to the Backup Servicing Feebackup servicer, any fees, reasonable expenses incurred in connection with transitioning the servicing to the Backup Servicer (including counsel fees and expenses)servicing, indemnity amounts and any other amounts due to the Backup Servicer such backup servicer for such Collection Period pursuant to the Backup Servicing AgreementPeriod, and any of the foregoing that remains unpaid from prior Collection Periods; provided, that no Person shall receive cumulative distributions (for all applicable Settlement Dates in any calendar year) under this priority third for obligations other than scheduled fees and transition expenses (which Transition Costs transition costs shall not exceed [***]*, including boarding fees) in excess of [***]* ] (provided that no such annual limit shall be applicable upon the occurrence and continuance of an Event of Default); (iv) fourth, to each Lender, its the accrued and unpaid interest on outstanding Loans of such Lender for the immediately preceding Interest Period Invoice Amount and any accrued and unpaid interest on outstanding Loans for such Settlement DateLender for any prior Interest Periods, and any accrued and unpaid Unused Fees for such Lender; (v) fifth, to each Lender, pro rata, any amount owed to such Lender (or its Related Person) pursuant to Sections 2.07 through 2.09; (vi) sixth, to each Lender, such Lender’s Pro Rata Share of the amount of any Borrowing Base Deficiency and the amount of any voluntary prepayment scheduled for such Settlement Date pursuant to the terms hereof; (viivi) seventhsixth, to the Reserve Account, an amount equal to the Required Reserve Account Deposit Amount, as determined on such Settlement Date (after giving effect to any distributions made or to be made on such date); * Confidential Treatment Requested; (viiivii) eighthseventh, on and after the Commitment Termination Date and on any Settlement Date on which there is an outstanding Amortization Event (as measured on such date)Date, to each Lender, such Lender’s Pro Rata Share of all remaining Available Funds until the Aggregate Loan Amount has been reduced to zero; (viii) eighth, to each Lender, pro rata, any amount owed to such Lender (or its Related Person) pursuant to Sections 2.07 through 2.09; (ix) ninth, to each of the Secured Parties, all other fees, expenses, indemnity payments, and other Obligations due and owing (not paid pursuant to any of the preceding clauses, including amounts not paid under any higher priority as a result of any applicable annual limitation or cap for payments of that type under such higher priority) to such Secured Party by the Borrower; and (x) tenth, to a calculation agent engaged by the Servicer, all accrued but unpaid fees, reimbursable expenses and indemnity amounts owed to the calculation agent; (xi) eleventh, to LendingClub (as a distribution from the Borrower) by deposit to the Borrower’s Designated Account, all remaining Available Funds.

Monthly Distributions. Subject to subsection (b) and (c) of this Section, on each Settlement Date, based on the Servicer’s Monthly Settlement Certificate, the Paying Agent shall make the following distributions (without duplication) in the following order of priority (such order of priority, as may be modified by subsection (c) of this Section following an Event of Default, the “Priority of Payments”) to the extent of Available Funds on deposit in the Collection Account (and, if there are insufficient Available Funds to make any distribution under any particular clause in full, pro rata to each Person entitled to a distribution pursuant to such clause, as determined based on the maximum amount that could be distributable to each such Person under such clause): (i) first, pro rata to each Agent, the CustodianCustodian (if applicable), and the Account Bank (to the extent not deducted from the Collection Account or Reserve Account), all accrued but unpaid fees, reimbursable expenses, and indemnity amounts owed to such Person in such capacity under any Transaction Document or any related fee letter; provided, that no Person shall receive cumulative distributions (for all applicable Settlement Dates in any calendar year) under this priority first for expenses and indemnity amounts in excess of $[***]* ] (provided that no such annual limit shall be applicable upon the occurrence and continuance of an Event of Default); (ii) second, to the Servicer, an amount equal to the Servicing Fee with respect to the preceding Collection Period (and any unpaid Servicing Fee from any prior Collection Period), and if such Servicer is a successor Servicer, all accrued but unpaid fees (without duplication of the Servicing Fee), reimbursable expenses, and indemnity amounts owed to such Person in such capacity under any Transaction Document or any related fee letter; provided, that no Person shall receive cumulative distributions (for all applicable Settlement Dates in any calendar year) under this priority second for expenses and indemnity amounts in excess of $[***]*; (iii) third, to the Backup Servicer (with respect to amounts owed, without duplication, to the Backup Servicer or the Sub-Backup Servicer, but solely if any such Person is not then acting as successor Servicer and, if applicable, on a pari passu basis as between the primary Backup Servicer and any Sub-Backup Servicer) with respect to the preceding Collection Period, an amount equal to the Backup Servicing Feebackup servicer, any fees, reasonable expenses incurred in connection with transitioning the servicing to the Backup Servicer (including counsel fees and expenses)servicing, indemnity amounts and any other amounts due to the Backup Servicer such backup servicer for such Collection Period pursuant to the Backup Servicing AgreementPeriod, and any of the foregoing that remains unpaid from prior Collection Periods; provided, that no Person shall receive cumulative distributions (for all applicable Settlement Dates in any calendar year) under this priority third for obligations other than scheduled fees and transition expenses (which Transition Costs transition costs shall not exceed $[***]*, including boarding fees) in excess of $[***]* ] (provided that no such annual limit shall be applicable upon the occurrence and continuance of an Event of Default); (iv) fourth, to each Lender, its the accrued and unpaid interest on outstanding Loans of such Lender for the immediately preceding Interest Period Invoice Amount and any accrued and unpaid interest on outstanding Loans for such Settlement DateLender for any prior Interest Periods, and any accrued and unpaid Unused Fees for such Lender; (v) fifth, to each Lender, pro rata, any amount owed to such Lender (or its Related Person) pursuant to Sections 2.07 through 2.09; (vi) sixth, to each Lender, such Lender’s Pro Rata Share of the amount of any Borrowing Base Deficiency and the amount of any voluntary prepayment scheduled for such Settlement Date pursuant to the terms hereof; (viivi) seventhsixth, to the Reserve Account, an amount equal to the Required Reserve Account Deposit Amount, as determined on such Settlement Date (after giving effect to any distributions made or to be made on such date); * Confidential Treatment Requested; (viiivii) eighthseventh, on and after the Commitment Termination Date and on any Settlement Date on which there is an outstanding Amortization Event (as measured on such date)Date, to each Lender, such Lender’s Pro Rata Share of all remaining Available Funds until the Aggregate Loan Amount has been reduced to zero; (viii) eighth, to each Lender, pro rata, any amount owed to such Lender (or its Related Person) pursuant to Sections 2.07 through 2.09; (ix) ninth, to each of the Secured Parties, all other fees, expenses, indemnity payments, and other Obligations due and owing (not paid pursuant to any of the preceding clauses, including amounts not paid under any higher priority as a result of any applicable annual limitation or cap for payments of that type under such higher priority) to such Secured Party by the Borrower; and (x) tenth, to LendingClub (as a distribution from the Borrower) by deposit to the Borrower’s Designated Account, all remaining Available Funds.

Monthly Distributions. Subject (a) Distributions on the Certificates shall be made from funds in the Certificate Account. Each Certificateholder as of a Record Date shall be paid on the next succeeding Distribution Date by check mailed to subsection such Certificateholder at the address for such Certificateholder appearing on the Certificate Register (or, if a Holder of an Offered Certificate holds an aggregate Percentage Interest of at least 5% of the Offered Certificates or a Holder of a Private Certificate holds a Certificate with a Percentage Interest of 50% of such Certificate, and if such Certificateholder so requests, by wire transfer of immediately available funds pursuant to written instructions delivered to the Trustee at least five days prior to the related Record Date, which instructions, until revised, shall remain operative for all Distribution Dates thereafter), such Certificateholder's Percentage Interest of the amount to be distributed. Final payment on any Certificate shall be made only upon presentation and surrender of such Certificate at the office or agency of the Paying Agent. (b) Each distribution with respect to a Book-Entry Certificate shall be paid to the Depository, which shall credit the amount of such distribution to the accounts of its Depository Participants in accordance with its normal procedures. Each Depository Participant shall be responsible for disbursing such distribution to the Certificateholder that it represents and to each indirect participating brokerage firm (a "brokerage firm" or "indirect participating firm") for which it acts as agent. Each brokerage firm shall be responsible for disbursing funds to the Certificateholder that it represents. All such credits and disbursements with respect to a Book-Entry Certificate are to be made by the Depository and the Depository Participants in accordance with the provisions of the Book-Entry Certificates and the Depository's rules. Neither the Trustee, the Certificate Registrar, the Sellers, the Depositor nor the Master Servicer shall have any responsibility therefor except as otherwise provided by applicable law. (c) of this Section, on On each Settlement Distribution Date, the Trustee, based solely on the Servicer’s Monthly Settlement CertificateReport furnished to it pursuant to Section 6.01, the Paying Agent shall make the following distributions (without duplication) allocations, disbursements and transfers, from amounts deposited in the Certificate Account in the following order of priority, and each such allocation, transfer and disbursement shall be treated as having occurred only after all preceding allocations: A. The Monthly Interest Amount is required to be distributed in the following order of priority (until such order of priorityamounts have been fully distributed: 1. first, as may be modified by subsection (c) of this Section following an Event of Defaultto the Master Servicer, the “Priority Master Servicer Fee; 2. second, to each Class of Payments”) the Senior Certificates, the Class Monthly Interest Amount and any Class Interest Carryover Shortfall for such Class on that Distribution Date; provided, however, if the interest collections are not sufficient to make a full distribution of the Class Monthly Interest Amount and any Class Interest Carryover Shortfall with respect to the extent of Available Funds on deposit in Senior Certificates, the Collection Account (and, if there are insufficient Available Funds to make any distribution under any particular clause in full, interest amounts will be distributed pro rata to among each Person entitled to a distribution pursuant to such clause, as determined Class of Senior Certificates based on the maximum amount that could be distributable to each such Person under such clause):ratio of: (i) first, pro rata to each Agent, the Custodian, Class Monthly Interest Amount and the Account Bank (to the extent not deducted from the Collection Account or Reserve Account), all accrued but unpaid fees, reimbursable expenses, and indemnity amounts owed to such Person in such capacity under any Transaction Document or any related fee letter; provided, Class Interest Carryover Shortfall for that no Person shall receive cumulative distributions (for all applicable Settlement Dates in any calendar year) under this priority first for expenses and indemnity amounts in excess of [***]* (provided that no such annual limit shall be applicable upon the occurrence and continuance of an Event of Default);Class to (ii) second, to the Servicer, an total amount equal to the Servicing Fee with respect to the preceding Collection Period (of Class Monthly Interest Amount and any unpaid Servicing Fee from any prior Collection Period), and if such Servicer is a successor Servicer, all accrued but unpaid fees (without duplication of Class Interest Carryover Shortfall for the Servicing Fee), reimbursable expenses, and indemnity amounts owed to such Person in such capacity under any Transaction Document or any related fee letter; provided, that no Person shall receive cumulative distributions (for all applicable Settlement Dates in any calendar year) under this priority second for expenses and indemnity amounts in excess of [***]*Senior Certificates; (iii) 3. third, to the Backup Servicer (with respect to amounts owedClass M-1 Certificates, without duplicationthe Class Monthly Interest Amount for that Class and Distribution Date; 4. fourth, to the Backup Servicer or Class M-2 Certificates, the Sub-Backup Servicer, but solely if any such Person is not then acting as successor Servicer and, if applicable, on a pari passu basis as between the primary Backup Servicer and any Sub-Backup Servicer) with respect to the preceding Collection Period, an amount equal to the Backup Servicing Fee, any reasonable expenses incurred in connection with transitioning the servicing to the Backup Servicer (including counsel fees and expenses), indemnity amounts and any other amounts due to the Backup Servicer for such Collection Period pursuant to the Backup Servicing Agreement, and any of the foregoing that remains unpaid from prior Collection Periods; provided, that no Person shall receive cumulative distributions (for all applicable Settlement Dates in any calendar year) under this priority third for obligations other than scheduled fees and transition expenses (which Transition Costs shall not exceed [***]*, including boarding fees) in excess of [***]* (provided that no such annual limit shall be applicable upon the occurrence and continuance of an Event of Default); (iv) fourth, to each Lender, its Class Monthly Interest Period Invoice Amount for such Settlement that Class and Distribution Date; (v) ; 5. fifth, to each Lenderthe Class B Certificates, pro rata, any amount owed to such Lender (or its Related Person) pursuant to Sections 2.07 through 2.09; (vi) sixth, to each Lender, such Lender’s Pro Rata Share of the amount of any Borrowing Base Deficiency Class Monthly Interest Amount for that Class and the amount of any voluntary prepayment scheduled for such Settlement Date pursuant to the terms hereof; (vii) seventh, to the Reserve Account, an amount equal to the Required Reserve Account Deposit Amount, as determined on such Settlement Date (after giving effect to any distributions made or to be made on such date); * Confidential Treatment Requested (viii) eighth, on and after the Commitment Termination Date and on any Settlement Date on which there is an outstanding Amortization Event (as measured on such date), to each Lender, such Lender’s Pro Rata Share of all remaining Available Funds until the Aggregate Loan Amount has been reduced to zero; (ix) ninth, to each of the Secured Parties, all other fees, expenses, indemnity payments, and other Obligations due and owing (not paid pursuant to any of the preceding clauses, including amounts not paid under any higher priority as a result of any applicable annual limitation or cap for payments of that type under such higher priority) to such Secured Party by the BorrowerDistribution Date; and (x) tenth, to LendingClub (as a distribution from the Borrower) by deposit to the Borrower’s Designated Account, all remaining Available Funds.

Monthly Distributions. Subject (a) Distributions on the Certificates shall be made from funds in the Certificate Account. Each Certificateholder as of a Record Date shall be paid on the next succeeding Distribution Date by check mailed to subsection such Certificateholder at the address for such Certificateholder appearing on the Certificate Register (or, if a Holder of an Offered Certificate holds an aggregate Percentage Interest of at least 5% of the Offered Certificates or a Holder of a Private Certificate holds a Certificate with a Percentage Interest of 50% of such Certificate, and if such Certificateholder so requests, by wire transfer of immediately available funds pursuant to written instructions delivered to the Trustee at least five days prior to the related Record Date, which instructions, until revised, shall remain operative for all Distribution Dates thereafter), such Certificateholder's Percentage Interest of the amount to be distributed. Final payment on any Certificate shall be made only upon presentation and surrender of such Certificate at the office or agency of the Paying Agent. (b) Each distribution with respect to a Book-Entry Certificate shall be paid to the Depository, which shall credit the amount of such distribution to the accounts of its Depository Participants in accordance with its normal procedures. Each Depository Participant shall be responsible for disbursing such distribution to the Certificateholder that it represents and to each indirect participating brokerage firm (a "brokerage firm" or "indirect participating firm") for which it acts as agent. Each brokerage firm shall be responsible for disbursing funds to the Certificateholder that it represents. All such credits and disbursements with respect to a Book-Entry Certificate are to be made by the Depository and the Depository Participants in accordance with the provisions of the Book-Entry Certificates and the Depository's rules. Neither the Trustee, the Certificate Registrar, the Sellers, the Depositor nor the Master Servicer shall have any responsibility therefor except as otherwise provided by applicable law. (c) of this Section, on On each Settlement Distribution Date, the Trustee, based solely on the Servicer’s Monthly Settlement Certificate, the Paying Agent Report furnished to it pursuant to Section 6.01 shall make the following distributions (without duplication) allocations, disbursements and transfers, from amounts deposited in the Certificate Account in the following order of priority, and each such allocation, transfer and disbursement shall be treated as having occurred only after all preceding allocations: A. The Group I Monthly Interest Amount and Group II Monthly Interest Amount, respectively, are required to be distributed in the following order of priority until such amounts have been fully distributed: 1. first, to the Master Servicer, the Master Servicer Fee and the applicable MI Insurer Premium (in such order of priorityamount, as may be modified shall have been calculated by subsection the Master Servicer and notified in writing to the Trustee), if any, paid by the Master Servicer (c) of this Section following an Event of Default, the “Priority of Payments”) in each case to the extent of Available Funds on deposit in not otherwise reimbursed from the Collection Account (andCertificate Account); and to the MI Insurer, the MI Insurer Premium, if there are insufficient Available Funds to make any distribution under any particular clause in full, pro rata to each Person entitled to a distribution pursuant to such clause, as determined based on the maximum amount that could be distributable to each such Person under such clause): (i) first, pro rata to each Agent, the Custodian, and the Account Bank (to the extent not deducted from paid by the Collection Account Master Servicer or Reserve Accountotherwise), all accrued but unpaid feesin each case for the related Group; 2. second, reimbursable expensesto each Class of the Senior Certificates for such Group, the Class Monthly Interest Amount and indemnity amounts owed to any Class Interest Carryover Shortfall for such Person in such capacity under any Transaction Document or any related fee letterClass on that Distribution Date; provided, that no Person shall receive cumulative distributions (however, if the interest collections for all applicable Settlement Dates in the related Group are not sufficient to make a full distribution of the Class Monthly Interest Amount and any calendar year) under this priority first for expenses and indemnity amounts in excess of [***]* (provided that no such annual limit shall be applicable upon the occurrence and continuance of an Event of Default); (ii) second, to the Servicer, an amount equal to the Servicing Fee Class Interest Carryover Shortfall with respect to the preceding Collection Period Senior Certificates of such Group, the interest amounts for the related Group will be distributed pro rata among each such Class of Senior Certificates of the related Group based on the ratio of: (i) the Class Monthly Interest Amount and Class Interest Carryover Shortfall for that Class to (ii) the total amount of Class Monthly Interest Amount and any unpaid Servicing Fee from any prior Collection Period), and if such Servicer is a successor Servicer, all accrued but unpaid fees (without duplication Class Interest Carryover Shortfall for the Senior Certificates of the Servicing Fee), reimbursable expenses, and indemnity amounts owed to such Person in such capacity under any Transaction Document or any related fee letter; provided, that no Person shall receive cumulative distributions (for all applicable Settlement Dates in any calendar year) under this priority second for expenses and indemnity amounts in excess of [***]*Group; (iii) 3. third, to the Backup Servicer (Class M-1 Certificates of the Group, the Class Monthly Interest Amount for that Class and Distribution Date; 4. fourth, to the Class M-2 Certificates of the Group, the Class Monthly Interest Amount for that Class and Distribution Date; 5. fifth, to the Class B Certificates of the Group, the Class Monthly Interest Amount for that Class and Distribution Date; and 6. sixth, any remainder will be treated as Excess Interest of such Group and distributed pursuant to clause C. below. B. The Principal Distribution Amount for that Distribution Date with respect to amounts owed, without duplication, each Group is required to be distributed in the following order of priority until the related Principal Distribution Amount has been fully distributed: 1. to the Backup Servicer or Senior Certificates of the Subrelated Group (other than the Class A-Backup ServicerIO Certificates), but solely if any such Person the Senior Principal Distribution Amount for the Group, as follows: (i) the Senior Principal Distribution Amount for Group I is not then acting as successor Servicer and, if applicable, on a pari passu basis as between the primary Backup Servicer and any Sub-Backup Servicer) with respect required to be distributed to the preceding Collection Period, an amount equal to the Backup Servicing Fee, any reasonable expenses incurred in connection with transitioning the servicing to the Backup Servicer (including counsel fees and expenses), indemnity amounts and any other amounts due to the Backup Servicer for such Collection Period pursuant to the Backup Servicing Agreement, and any of the foregoing that remains unpaid from prior Collection Periods; provided, that no Person shall receive cumulative distributions (for all applicable Settlement Dates in any calendar year) under this priority third for obligations other than scheduled fees and transition expenses (which Transition Costs shall not exceed [***]*, including boarding fees) in excess of [***]* (provided that no such annual limit shall be applicable upon the occurrence and continuance of an Event of Default); (iv) fourth, to each Lender, its Interest Period Invoice Amount for such Settlement Date; (v) fifth, to each Lender, pro rata, any amount owed to such Lender (or its Related Person) pursuant to Sections 2.07 through 2.09; (vi) sixth, to each Lender, such Lender’s Pro Rata Share of the amount of any Borrowing Base Deficiency and the amount of any voluntary prepayment scheduled for such Settlement Date pursuant to the terms hereof; (vii) seventh, to the Reserve Account, an amount equal to the Required Reserve Account Deposit Amount, as determined on such Settlement Date (after giving effect to any distributions made or to be made on such date); * Confidential Treatment Requested (viii) eighth, on and after the Commitment Termination Date and on any Settlement Date on which there is an outstanding Amortization Event (as measured on such date), to each Lender, such Lender’s Pro Rata Share of all remaining Available Funds Class AF Certificates until the Aggregate Loan Amount Certificate Principal Balance of that Class has been reduced to zero; (ixii) ninththe Senior Principal Distribution Amount for Group II is required to be distributed to the Class AV Certificates until the Certificate Principal Balance of that Class has been reduced to zero; 2. to the Class M-1 Certificates of the Group, the Class M-1 Principal Distribution Amount for that Class; 3. to the Class M-2 Certificates of the Group, the Class M-2 Principal Distribution Amount for that Class; and 4. to the Class B Certificates of the Group, the Class B Principal Distribution Amount for that Class. C. Group I Monthly Interest Amounts or Group II Monthly Interest Amounts, as applicable, remaining pursuant to clause A.6 above, together with any Excess Overcollateralization Amount for the related Group, will be treated as Excess Interest and will be required to be distributed in the following order of priority until fully distributed: 1. the Subordination Increase Amount for the Group, payable in the order of priority set forth in clauses B.1 through B.4 above; 2. to the Class M-1 Certificates of the Group, the Class Interest Carryover Shortfall for that Class; 3. to the Class M-1 Certificates of the Group, the Class Principal Carryover Shortfall for that Class; 4. to the Class M-2 Certificates of the Group, the Class Interest Carryover Shortfall for that Class; 5. to the Class M-2 Certificates of the Group, the Class Principal Carryover Shortfall for that Class; 6. to the Class B Certificates of the Group, the Class Interest Carryover Shortfall for that Class; 7. to the Class B Certificates of the Group, the Class Principal Carryover Shortfall for that Class; 8. for distribution to the other Group first, to each the Offered Certificates of the Secured Partiesother Group, payable in the order of priority set forth in clauses B.1 through B.4 above, to the extent that any Subordination Increase Amounts with respect to such Certificates have not otherwise been distributed in full for that Distribution Date and then, to the Offered Certificates of the other Group in accordance with the priorities set forth in clauses C.2 through C.7, to the extent that any related Class Principal Carryover Shortfalls have not otherwise been distributed in full for that Distribution Date; 9. to the Class X-IO Certificates, for deposit to the Supplemental Interest Reserve Fund, the lesser of (a) the Class X-IO Distribution Amount and (b) the WAC Excess; (i) in the case of Group I, to the Group I Certificates (other than the Class A-IO Certificates), payable in the order of priority set forth in clauses 2 through 5 of clause A. above, the related Group I Net WAC Cap Carryover from and to the extent of funds on deposit in the Supplemental Interest Reserve Fund with respect to Group I and, in the case of Group II, to the Group II Certificates, payable in the order of priority set forth in clauses 2 through 5 of clause A. above, the related Group II Net WAC Cap Carryover from and to the extent of funds on deposit in the Supplemental Interest Reserve Fund with respect to Group II; 11. to the Trustee as reimbursement for all other fees, expenses, indemnity payments, Trustee Reimbursable Expenses with respect to the related Group incurred in connection with its duties and other Obligations due and owing (obligations under the Agreement to the extent not paid by the Master Servicer; 12. to the Servicer to the extent of any unreimbursed Monthly Advances, each with respect to the related Group, payable first from the related Group and then from the other Group; and 13. To the Class X-IO Certificates, an amount equal to the Class X-IO Distribution Amount less any amounts thereof applied pursuant to clauses C. 9 through C. 12 above. 14. To the Class R Certificates, the remainder. (d) Notwithstanding any of the preceding clausesforegoing provisions, including the aggregate amounts distributed on all Distribution Dates to the Holders of the related Offered Certificates on account of principal pursuant to Section 8.01(c) shall not paid under any higher priority as a result exceed the original Certificate Principal Balance of any applicable annual limitation or cap for payments of that type under such higher priority) to such Secured Party by the Borrower; andrelated Offered Certificates. (xe) tenth, to LendingClub (as a distribution from the Borrower) by deposit to the Borrower’s Designated Account, all remaining Available FundsReserved.

Monthly Distributions. Subject to subsection (ba) and (c) of this Section, on each Settlement Date, based Distributions on the Servicer’s Monthly Settlement Certificate, the Paying Agent Certificates shall make the following distributions (without duplication) be made from funds in the following order of priority Certificate Account (such order of priority, as may be modified by subsection (c) of this Section following an Event of Default, the “Priority of Payments”) but only to the extent of the Amount Available Funds for the related Remittance Date, except as provided below with respect to Class A-5 Interest Shortfalls). Each Certificateholder as of a Record Date shall be paid on deposit the next succeeding Remittance Date by check mailed to such Certificateholder at the address for such Certificateholder appearing on the Certificate Register (or, if a Certificateholder holds an aggregate Percentage Interest of at least 5% of the Certificates and if such Certificateholder so requests, by wire transfer of immediately available funds pursuant to written instructions delivered to the Trustee at least ten (10) days prior to such Remittance Date, which instructions, until revised, shall remain operative for all Remittance Dates thereafter), such Certificateholder's Percentage Interest of the amount to be distributed. Final payment on any Certificate shall be made only upon presentation of such Certificate at the office or agency of the Paying Agent. (b) Each distribution with respect to a Book-Entry Certificate shall be paid to the Depository, which shall credit the amount of such distribution to the accounts of its Depository Participants in accordance with its normal procedures. Each Depository Participant shall be responsible for disbursing such distribution to the Certificate Owners that it represents and to each indirect participating brokerage firm (a "brokerage firm" or "indirect participating firm") for which it acts as agent. Each brokerage firm shall be responsible for disbursing funds to the Certificate Owners that it represents. All such credits and disbursements with respect to a Book-Entry Certificate are to be made by the Depository and the Depository Participants in accordance with the provisions of the Book-Entry Certificates and the Depository's rules. Neither the Trustee, the Certificate Registrar, the Contract Seller, the Company nor the Servicer shall have any responsibility therefor except as otherwise provided by applicable law. To the extent applicable and not contrary to the rules of the Depository, the Trustee shall comply with the provisions of the forms of the Offered Certificates as set forth in Exhibits A and B hereto. (c) On each Remittance Date, the Amount Available in the Collection Certificate Account plus the amount of any Monthly Advances will be distributed to Certificateholders, the Servicer and Holdings in the amounts and in the priorities set forth below: 1. to pay the Monthly Servicing Fee, including any Monthly Servicing Fees due but not paid on any prior Remittance Dates (and, if there are insufficient Available Funds and any other amounts owed to make any distribution under any particular clause in full, pro rata to each Person entitled to a distribution the Servicer pursuant to such clause, as determined based on Section 7.02) to the maximum amount that could be distributable to each such Person under such clause): (i) first, pro rata to each Agent, the Custodian, and the Account Bank Servicer (to the extent not deducted from previously retained by the Collection Account or Reserve AccountServicer), all accrued if CITSF is not the Servicer; 2. to pay the Senior Certificate Interest Distribution Amount as follows: (i) the Class A-1 Interest Amount to the Class A-1 Certificateholders; the Class A-2 Interest Amount to the Class A-2 Certificateholders; the Class A-3 Interest Amount to the Class A-3 Certificateholders and the Class A-4 Interest Amount to the Class A-4 Certificateholders; or, if the Amount Available and the Monthly Advances are less than the sum of the amounts specified in this clause (i), pro rata to the Holders of each Class of Senior Certificates based on the amount of interest payable to the Holders of each such Class pursuant to this clause (i); and (ii) the aggregate Unpaid Senior Certificate Interest Shortfall pro rata to the Holders of each Class of Senior Certificates based on the Unpaid Senior Certificate Interest Shortfall of each such Class; 3. after payment of the amounts specified in clauses (1) and (2) above, as follows: (i) if there is a Senior Certificate Principal Deficiency Amount as of such Remittance Date, the sum of the remaining Amount Available and the remaining Monthly Advances, pro rata, to each Class of Senior Certificates based on the Principal Balance of each such Class (but unpaid fees, reimbursable expenses, and indemnity amounts owed to in no event shall such Person in amount exceed the Principal Balance of any such capacity under any Transaction Document or any related fee letter; provided, that no Person shall receive cumulative distributions (for all applicable Settlement Dates in any calendar year) under this priority first for expenses and indemnity amounts in excess of [***]* (provided that no such annual limit shall be applicable upon the occurrence and continuance of an Event of DefaultClass); (ii) secondif there is an Unpaid Senior Certificate Principal Shortfall on such Remittance Date, then an amount equal to the lesser of such Unpaid Senior Certificate Principal Shortfall and the sum of the remaining Amount Available and the remaining Monthly Advances (after giving effect to the payment of the amounts specified in clauses (1), (2) and (3)(i) above) shall be distributed pro rata to each Class of Senior Certificates based on the Unpaid Senior Certificate Principal Shortfall of each such Class; (iii) if such Remittance Date is on or prior to the Class A-1 Cross-over Date, then the lesser of the sum of the remaining Amount Available and the remaining Monthly Advances (after giving effect to the distributions in clauses (1), (2) and (3)(ii) above) and the Senior Certificate Percentage of the Formula Principal Distribution Amount shall be distributed to the Class A-1 Certificateholders; (iv) if such Remittance Date is on or after the Class A-1 Cross-over Date but not after the Class A-2 Cross-over Date, then the lesser of the sum of the remaining Amount Available and the remaining Monthly Advances (after giving effect to the distributions in clauses (1), (2) and (3)(ii) above) and the Senior Certificate Percentage of the Formula Principal Distribution Amount shall be distributed to the Class A-2 Certificateholders (reduced, if such Remittance Date is on the Class A-1 Cross-over Date, by the amount of the Formula Principal Distribution Amount actually distributed to the Class A-1 Certificateholders on such date); (v) if such Remittance Date is on or after the Class A-2 Cross-over Date but not after the Class A-3 Cross-over Date, then the lesser of the sum of the remaining Amount Available and the remaining Monthly Advances (after giving effect to the distributions in clauses (1), (2) and (3)(ii) above) and the Senior Percentage of the Formula Principal Distribution Amount shall be distributed to the Class A-3 Certificateholders (reduced, if such Remittance Date is on the Class A-2 Cross-over Date, by the amount of the Formula Principal Distribution Amount actually distributed to the Class A-2 Certificateholders on such date); and (vi) if such Remittance Date is on or after the Class A-3 Cross-over Date but not after the Class A-4 Cross-over Date, then the lesser of the sum of the remaining Amount Available and the remaining Monthly Advances (after giving effect to the distributions in clauses (1), (2) and (3)(ii) above) and the Senior Percentage of the Formula Principal Distribution Amount shall be distributed to the Class A-4 Certificateholders (reduced, if such Remittance Date is on the Class A-3 Cross-over Date, by the amount of the Formula Principal Distribution Amount actually distributed to the Class A-3 Certificateholders on such date); provided, however, that the aggregate of all amounts distributed pursuant to this clause (3) to the Holders of any Class of Senior Certificates shall not exceed the Original Class A-1 Principal Balance, the Original Class A-2 Principal Balance, the Original Class A-3 Principal Balance, or the Original Class A-4 Principal Balance, as the case may be. 4. to pay the Class A-5 Interest Distribution Amount to the Class A-5 Certificateholders, first to the payment of the amount in clause (a) of the definition of Class A-5 Interest Distribution Amount and then to the payment of any Unpaid Class A-5 Interest Shortfall; (a) first to pay to the Class A-5 Certificateholders any amount payable pursuant to clause (5)(b) on any prior Remittance Date which has not been previously distributed to the Class A-5 Certificateholders and (b) then to pay the Class A-5 Percentage of the Formula Principal Distribution Amount to the Class A-5 Certificateholders (and, if such Remittance Date is on the Class A-4 Cross-over Date, to pay to the ServicerClass A-5 Certificateholders any amount of the Senior Certificate Percentage of the Formula Principal Distribution Amount which was not actually distributed to the Holders of the Senior Certificates pursuant to clause (3) above); 6. to pay the Class B Interest Distribution Amount to the Class B Certificateholders, first to the payment of the amount in clause (a) of the definition of Class B Interest Distribution Amount and then to the payment of any Unpaid Class B Interest Shortfall; (a) first to pay to the Class B Certificateholders any amount payable pursuant to clause (7)(b) on any Prior Remittance Date which has not been previously distributed to the Class B Certificateholders and (b) on any Remittance Date, prior to the Class B Cross-over Date and each Remittance Date on and after the Class B Cross-over Date on which any Class B Principal Distribution Test has not been satisfied, an amount equal to the Servicing Fee with respect Principal Liquidation Loss Amount to the preceding Collection Period (and Class B Certificateholders; on any unpaid Servicing Fee from any prior Collection Period), and if such Servicer is a successor Servicer, all accrued but unpaid fees (without duplication of the Servicing Fee), reimbursable expenses, and indemnity amounts owed to such Person in such capacity under any Transaction Document or any related fee letter; provided, that no Person shall receive cumulative distributions (for all applicable Settlement Dates in any calendar year) under this priority second for expenses and indemnity amounts in excess of [***]*; (iii) third, to the Backup Servicer (with respect to amounts owed, without duplication, to the Backup Servicer or the Sub-Backup Servicer, but solely if any such Person is not then acting as successor Servicer and, if applicableRemittance Date, on a pari passu basis as between or after the primary Backup Servicer and any SubClass B Cross-Backup Servicer) with respect over Date on which each Class B Principal Distribution Test has been satisfied on such Remittance Date, or if the Class A-4 Principal Balance has been reduced to the preceding Collection Periodzero, an amount equal to the Backup Class B Percentage of the Formula Principal Distribution Amount to the Class B Certificateholders (reduced, if such Remittance Date is on the Class B CrossOver Date, by the amount of the Formula Principal Distribution Amount actually distributed to the Class A-5 Certificateholders), and, if such Remittance Date is on the Class A-4 Cross-over Date, to pay to the Class B Certificateholders any amount of the Senior Certificate Percentage of the Formula Principal Distribution Amount which was not actually distributed to the Holders of the Senior Certificates pursuant to clause (3) above); 8. to pay the Monthly Servicing Fee, including any reasonable expenses incurred in connection with transitioning the servicing to the Backup Servicer Monthly Servicing Fees due but not paid on prior Remittance Dates (including counsel fees and expenses), indemnity amounts and any other amounts owed to the Servicer pursuant to Section 7.02) to CITSF (to the extent not previously retained by CITSF), if CITSF is the Servicer; 9. to pay the Guarantee Fee, including any Guarantee Fees due but not paid on prior Remittance Dates, to Holdings (or the fees due to any Alternate Credit Enhancer to such Alternate Credit Enhancer); and 10. all remaining Amounts Available (after giving effect to the distributions in clauses (1), (2), (3), (4), (5), (6), (7), (8) and (9) above) shall be paid to the Class R Certificateholders (provided that, if any amounts are due to CIT in reimbursement for Guarantee Payments or interest thereon, or are due to the Backup Servicer Alternate Credit Enhancer or are to be transferred to any account for the benefit of the Alternate Credit Enhancer, such Collection Period pursuant amounts shall be so deposited or so paid prior to any distribution to the Backup Servicing Agreement, and any holders of the foregoing that remains unpaid from Class R Certificates). Not later than the third Business Day prior Collection Periods; provided, that no Person shall receive cumulative distributions (for all applicable Settlement Dates in any calendar year) under this priority third for obligations other than scheduled fees and transition expenses (which Transition Costs shall not exceed [***]*, including boarding fees) in excess of [***]* (provided that no such annual limit shall be applicable upon the occurrence and continuance of an Event of Default); (iv) fourth, to each LenderRemittance Date, its Interest Period Invoice Amount for such Settlement Date; (v) fifth, to each Lender, pro rata, any amount owed to such Lender (or its Related Person) pursuant to Sections 2.07 through 2.09; (vi) sixth, to each Lender, such Lender’s Pro Rata Share the Servicer shall notify the Guarantor of the amount of the Guarantee Payment, if any, for such Remittance Date. The Limited Guarantee shall require the Guarantor to deposit the Guarantee Payment, if any, for a Remittance Date into the Certificate Account on the Business Day preceding such Remittance Date. If on any Borrowing Base Deficiency and Remittance Date, the Amount Available plus the amount of any voluntary prepayment scheduled Monthly Advances remaining after the application thereof pursuant to clauses (1) through (5) above is insufficient to make the distributions in respect of the Class B Certificates required by clauses (6) and (7) above, then the Trustee shall release from the Certificate Account the Guarantee Payment deposited therein for such Settlement Remittance Date pursuant and apply such amount to the terms hereof; payments required by clauses (vii6) seventhand (7) above. On each Remittance Date, on which there would otherwise be a Class A-5 Interest Shortfall, the Trustee shall withdraw amounts on deposit in the Certificate Account to pay the amount of such Class A-5 Interest Shortfall to the Class A-5 Certificateholders, to the Reserve Accountextent that such amounts would otherwise constitute all or a portion of the Amount Available for the following Remittance Date. The Class A-5 Interest Shortfall for such Remittance Date will be reduced by all amounts paid to the Class A-5 Certificateholders pursuant to this paragraph. Notwithstanding the foregoing, following the payment in full of all principal and interest required hereunder to be paid to the holders of the Offered Certificates, Holdings will be entitled to receive from the Amount Available an amount equal to the Required Reserve Account Deposit Amount, as determined on such Settlement Date (after giving effect aggregate of all Guarantee Payments made by Holdings under the Limited Guarantee prior to any distributions being made or to the Class R Certificateholders pursuant to clause 10 of Section 8.01(c). Amounts deposited in the Certificate Account which may not be invested as provided in Section 5.05(d) shall, to the extent applicable, be deemed to be made on such date); * Confidential Treatment Requestedthe first funds distributed from the Amount Available. (viiid) eighthNotwithstanding the foregoing, on amounts otherwise distributable to a Certificateholder pursuant to such paragraph which are required to be withheld and after remitted to a taxing authority shall be withheld and remitted to such taxing authority, and such amounts shall be treated as actually distributed to such Certificateholder for all purposes of this Agreement. (e) The Servicer may direct the Commitment Termination Date and on any Settlement Date on Trustee to pay to the Servicer an amount equal to unreimbursed Monthly Advances (without interest) with respect to each Contract for which there is an outstanding Amortization Event (as measured on such date)the Servicer has made a Monthly Advance, to each Lenderthe extent not netted from deposits to the Certificate Account pursuant to Section 5.05, by wire transfer of immediately available funds, from subsequent collections with respect to interest on or with respect to such Lender’s Pro Rata Share Contract, Net Liquidation Proceeds and Insurance Proceeds or the Repurchase Price of all remaining Available Funds until such Contract. In the Aggregate Loan Amount has been reduced event that any such Monthly Advance shall become a Nonrecoverable Advance in the related Due Period, the Servicer shall receive with such wire transfer the amount necessary to zero;fully reimburse the Servicer for such Monthly Advance or part thereof from amounts available in the Certificate Account with respect to such Due Period. (ixf) ninthThe Trustee shall appoint an Eligible Institution to be the paying agent (the "Paying Agent") and cause it to make the payments to the Certificateholders required hereunder. The Trustee initially appoints itself, with its office at ▇▇▇▇▇▇ Trust and Savings Bank, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention: Corporate Trust Administration, as such Paying Agent. The Trustee shall require the Paying Agent (if other than the Trustee) to each agree in writing that all amounts held by it for payment hereunder will be held in trust for the benefit of the Secured PartiesCertificateholders and that it will notify the Trustee of any failure by the Servicer to make funds available to the Paying Agent for the payment of amounts due on the Certificates. In respect of each Remittance Date, all other fees, expenses, indemnity payments, the Trustee shall withdraw from the Certificate Account (to the extent of the related Amount Available) and other Obligations due and owing (not paid deposit in an account established by the Paying Agent for the purpose of this Section funds sufficient to make the distribution to Certificateholders pursuant to any of the preceding clausesthis Section and, including amounts not paid under any higher priority as a result of any applicable annual limitation or cap for payments of that type under such higher priority) applicable, pursuant to such Secured Party by the Borrower; and (x) tenth, to LendingClub (as a distribution from the Borrower) by deposit Section 5.05(b). Such funds shall be available to the Borrower’s Designated Account, all remaining Available FundsPaying Agent by 11:00 A.M. on each Remittance Date.

Monthly Distributions. Subject to subsection (ba) and (c) of this Section, on each Settlement Date, based Distributions on the Servicer’s Monthly Settlement Certificate, the Paying Agent Certificates shall make the following distributions (without duplication) be made from funds in the following order of priority Certificate Account (such order of priority, as may be modified by subsection (c) of this Section following an Event of Default, the “Priority of Payments”) but only to the extent of the Amount Available Funds for the related Distribution Date). Each Certificateholder as of a Record Date shall be paid on deposit in the Collection Account next succeeding Distribution Date by check mailed to such Certificateholder at the address for such Certificateholder appearing on the Certificate Register (andor, if there are insufficient Available Funds to make any distribution under any particular clause in fulla Class A Certificateholder holds Class A Certificates with an aggregate Percentage Interest of Class A Certificates of at least 5%[, pro rata to each Person entitled to a distribution pursuant to such clause, Class B Certificateholder holds Class B Certificates with an aggregate Percentage Interest as determined based on the maximum amount that could be distributable to each such Person under such clause): (i) first, pro rata to each Agent, the Custodian, and the Account Bank (to the extent not deducted from the Collection Account Class B Certificates of at least 20%] or Reserve Account), all accrued but unpaid fees, reimbursable expenses, and indemnity amounts owed to such Person in such capacity under any Transaction Document or any related fee letter; provided, that no Person shall receive cumulative distributions (for all applicable Settlement Dates in any calendar year) under this priority first for expenses and indemnity amounts in excess of [***]* (provided that no such annual limit shall be applicable upon the occurrence and continuance of a Class R Certificateholder holds Class R Certificates with an Event of Default); (ii) second, aggregate Percentage Interest as to the Servicer, an amount equal to the Servicing Fee with respect to the preceding Collection Period (and any unpaid Servicing Fee from any prior Collection Period)Class R Certificates of at least 20%, and if such Servicer is a successor ServicerCertificateholder so requests, by wire transfer of immediately available funds pursuant to written instructions delivered to the Trustee at least 10 days prior to such Distribution Date, which instructions, until revised, shall remain operative for all accrued but unpaid fees (without duplication Distribution Dates thereafter), such Certificateholder's Percentage Interest of the Servicing Fee)amount to be distributed to the Class A[, reimbursable expensesthe Class B] or the Class R Certificateholders, and indemnity amounts owed to as the case may be. Final payment on any Certificate shall be made only upon presentation of such Person in such capacity under any Transaction Document Certificate at the office or any related fee letter; provided, that no Person shall receive cumulative distributions (for all applicable Settlement Dates in any calendar year) under this priority second for expenses and indemnity amounts in excess agency of [***]*;the Paying Agent. (iiib) third, to the Backup Servicer (Each distribution with respect to amounts owed, without duplication, a Book-Entry Certificate shall be paid to the Backup Servicer Depository, which shall credit the amount of such distribution to the accounts of its Depository Participants in accordance with its normal procedures. Each Depository Participant shall be responsible for disbursing such distribution to the Certificate Owners that it represents and to each indirect participating brokerage firm (a "brokerage firm" or "indirect participating firm") for which it acts as agent. Each brokerage firm shall be responsible for disbursing funds to the Sub-Backup Servicer, but solely if any Certificate Owners that it represents. All such Person is not then acting as successor Servicer and, if applicable, on a pari passu basis as between the primary Backup Servicer credits and any Sub-Backup Servicer) disbursements with respect to the preceding Collection Period, an amount equal to the Backup Servicing Fee, any reasonable expenses incurred in connection with transitioning the servicing to the Backup Servicer (including counsel fees and expenses), indemnity amounts and any other amounts due to the Backup Servicer for such Collection Period pursuant to the Backup Servicing Agreement, and any of the foregoing that remains unpaid from prior Collection Periods; provided, that no Person shall receive cumulative distributions (for all applicable Settlement Dates in any calendar year) under this priority third for obligations other than scheduled fees and transition expenses (which Transition Costs shall not exceed [***]*, including boarding fees) in excess of [***]* (provided that no such annual limit shall be applicable upon the occurrence and continuance of an Event of Default); (iv) fourth, to each Lender, its Interest Period Invoice Amount for such Settlement Date; (v) fifth, to each Lender, pro rata, any amount owed to such Lender (or its Related Person) pursuant to Sections 2.07 through 2.09; (vi) sixth, to each Lender, such Lender’s Pro Rata Share of the amount of any Borrowing Base Deficiency and the amount of any voluntary prepayment scheduled for such Settlement Date pursuant to the terms hereof; (vii) seventh, to the Reserve Account, an amount equal to the Required Reserve Account Deposit Amount, as determined on such Settlement Date (after giving effect to any distributions made or a Book-Entry Certificate are to be made on such date); * Confidential Treatment Requestedby the Depository and the Depository Participants in accordance with the provisions of the Book Entry Certificates. Neither the Trustee, the Certificate Registrar, the Seller nor the Master Servicer shall have any responsibility therefor except as otherwise provided by applicable law. To the extent applicable and not contrary to the rules of the Depository, the Trustee shall comply with the provisions of the forms of the Class A [and Class B] Certificates as set forth in Exhibit[s] A [and B] hereto. (viiic) eighthOn each Distribution Date, on the Amount Available in the Certificate Account will be distributed to Certificateholders in the amounts and after in the Commitment Termination Date and on any Settlement Date on which there is an outstanding Amortization Event (as measured on such date), to each Lender, such Lender’s Pro Rata Share of all remaining Available Funds until the Aggregate Loan Amount has been reduced to zero; (ix) ninth, to each of the Secured Parties, all other fees, expenses, indemnity payments, and other Obligations due and owing (not paid pursuant to any of the preceding clauses, including amounts not paid under any higher priority as a result of any applicable annual limitation or cap for payments of that type under such higher priority) to such Secured Party by the Borrower; and (x) tenth, to LendingClub (as a distribution from the Borrower) by deposit to the Borrower’s Designated Account, all remaining Available Funds.priorities set forth below:

Monthly Distributions. Subject to subsection (b) and (c) of this Section, on each Settlement Date, based on the Servicer’s Monthly Settlement Certificate, the Paying Agent shall make the following distributions (without duplication) in the following order of priority (such order of priority, as 39 may be modified by subsection (c) of this Section following an Event of Default, the “Priority of Payments”) to the extent of Available Funds on deposit in the Collection Account (and, if there are insufficient Available Funds to make any distribution under any particular clause in full, pro rata to each Person entitled to a distribution pursuant to such clause, as determined based on the maximum amount that could be distributable to each such Person under such clause): (i) first, pro rata to each Agent, the Custodian, and the Account Bank (to the extent not deducted from the Collection Account or the Reserve Account), all accrued but unpaid fees, reimbursable expenses, and indemnity amounts owed to such Person in such capacity under any Transaction Document or any related fee letter; provided, that no Person shall receive cumulative distributions (for all applicable Settlement Dates in any calendar year) under this priority first for expenses and indemnity amounts in excess of [***]* (provided that no such annual limit shall be applicable upon the occurrence and continuance of an Event of Default); (ii) second, to the Servicer, an amount equal to the Servicing Fee with respect to the preceding Collection Period (and any unpaid Servicing Fee from any prior Collection PeriodPeriod but for the avoidance of doubt in no event shall the Servicer be paid any amounts that have been previously netted by it in accordance with Section 3.5(f) of the Servicing Agreement), and if such Servicer is a successor Servicer, all accrued but unpaid fees (without duplication of the Servicing Fee), reimbursable expenses, and indemnity amounts owed to such Person in such capacity under any Transaction Document or any related fee letter; provided, that no Person shall receive cumulative distributions (for all applicable Settlement Dates in any calendar year) under this priority second for expenses and indemnity amounts in excess of [***]*; (iii) third, to the Backup Servicer (with respect to amounts owed, without duplication, to the Backup Servicer or the Sub-Backup Servicer, but solely if any such Person is not then acting as successor Servicer and, if applicable, on a pari passu basis as between the primary Backup Servicer and any Sub-Backup Servicer) with respect to the preceding Collection Period, an amount equal to the Backup Servicing Fee, any reasonable expenses incurred in connection with transitioning the servicing to the Backup Servicer (including counsel fees and expenses), indemnity amounts and any other amounts due to the Backup Servicer for such Collection Period pursuant to the Backup Servicing Agreement, and any of the foregoing that remains unpaid from prior Collection Periods; provided, that no Person shall receive cumulative distributions (for all applicable Settlement Dates in any calendar year) under this priority third for obligations other than scheduled fees and transition expenses (which Transition Costs shall not exceed [***]*, including boarding fees) in excess of [***]* (provided that no such annual limit shall be applicable upon the occurrence and continuance of an Event of Default); (iv) fourth, to each Lender, its Interest Period Invoice Amount for such Settlement Date; (v) fifth, to each Lender, pro rata, any amount owed to such Lender (or its Related Person) pursuant to Sections 2.07 through 2.09; (vi) sixth, to each Lender, such Lender’s Pro Rata Share of the amount of any Borrowing Base Deficiency and the amount of any voluntary prepayment scheduled for such Settlement Date pursuant to the terms hereof; (vii) seventh, to the Reserve Account, an amount equal to the Required Reserve Account Deposit Amount, as determined on such Settlement Date (after giving effect to any distributions made or to be made on such date); * Confidential Treatment RequestedRequested 40 (viii) eighth, on and after the Commitment Termination Date and on any Settlement Date on which there is an outstanding Amortization Event (as measured on such date), to each Lender, such Lender’s Pro Rata Share of all remaining Available Funds until the Aggregate Loan Amount has been reduced to zero; (ix) ninth, to each of the Secured Parties, all other fees, expenses, indemnity payments, and other Obligations due and owing (not paid pursuant to any of the preceding clauses, including amounts not paid under any higher priority as a result of any applicable annual limitation or cap for payments of that type under such higher priority) to such Secured Party by the Borrower; and (x) tenth, to LendingClub (as a distribution from the Borrower) by deposit to the Borrower’s Designated Account, all remaining Available Funds.

Monthly Distributions. Subject to subsection (b) and (c) of this Section, on each Settlement Date, based on the Servicer’s Monthly Settlement Certificate, the Paying Agent shall make the following distributions (without duplication) in the following order of priority (such order of priority, as may be modified by subsection (c) of this Section following an Event of Default, the “Priority of Payments”) to the extent of Available Funds on deposit in the Collection Account (and, if there are insufficient Available Funds to make any distribution under any particular clause in full, pro rata to each Person entitled to a distribution pursuant to such clause, as determined based on the maximum amount that could be distributable to each such Person under such clause): (i) first, pro rata to each Agent, the CustodianCustodian (if applicable), and the Account Bank (to the extent not deducted from the Collection Account or Reserve Account), all accrued but unpaid fees, reimbursable expenses, and indemnity amounts owed to such Person in such capacity under any Transaction Document or any related fee letter; provided, that no Person shall receive cumulative distributions (for all applicable Settlement Dates in any calendar year) under this priority first for expenses and indemnity amounts in excess of $[***]* (provided that no such annual limit shall be applicable upon the occurrence and continuance of an Event of Default);; * Confidential Treatment Requested (ii) second, to the Servicer, an amount equal to the Servicing Fee with respect to the preceding Collection Period (and any unpaid Servicing Fee from any prior Collection Period), and if such Servicer is a successor Servicer, all accrued but unpaid fees (without duplication of the Servicing Fee), reimbursable expenses, and indemnity amounts owed to such Person in such capacity under any Transaction Document or any related fee letter; provided, that no Person shall receive cumulative distributions (for all applicable Settlement Dates in any calendar year) under this priority second for expenses and indemnity amounts in excess of $[***]*; (iii) third, to the Backup Servicer (with respect to amounts owed, without duplication, to the Backup Servicer or the Sub-Backup Servicer, but solely if any such Person is not then acting as successor Servicer and, if applicable, on a pari passu basis as between the primary Backup Servicer and any Sub-Backup Servicer) with respect to the preceding Collection Period, an amount equal to the Backup Servicing Feebackup servicer, any fees, reasonable expenses incurred in connection with transitioning the servicing to the Backup Servicer (including counsel fees and expenses)servicing, indemnity amounts and any other amounts due to the Backup Servicer such backup servicer for such Collection Period pursuant to the Backup Servicing AgreementPeriod, and any of the foregoing that remains unpaid from prior Collection Periods; provided, that no Person shall receive cumulative distributions (for all applicable Settlement Dates in any calendar year) under this priority third for obligations other than scheduled fees and transition expenses (which Transition Costs transition costs shall not exceed $[***]*, including boarding fees) in excess of $[***]* (provided that no such annual limit shall be applicable upon the occurrence and continuance of an Event of Default); (iv) fourth, to each Lender, its the accrued and unpaid interest on outstanding Loans of such Lender for the immediately preceding Interest Period Invoice Amount and any accrued and unpaid interest on outstanding Loans for such Settlement DateLender for any prior Interest Periods, and any accrued and unpaid Unused Fees for such Lender; (v) fifth, to each Lender, pro rata, any amount owed to such Lender (or its Related Person) pursuant to Sections 2.07 through 2.09; (vi) sixth, to each Lender, such Lender’s Pro Rata Share of the amount of any Borrowing Base Deficiency and the amount of any voluntary prepayment scheduled for such Settlement Date pursuant to the terms hereof; (viivi) seventhsixth, to the Reserve Account, an amount equal to the Required Reserve Account Deposit Amount, as determined on such Settlement Date (after giving effect to any distributions made or to be made on such date); * Confidential Treatment Requested; (viiivii) eighthseventh, on and after the Commitment Termination Date and on any Settlement Date on which there is an outstanding Amortization Event (as measured on such date)Date, to each Lender, such Lender’s Pro Rata Share of all remaining Available Funds until the Aggregate Loan Amount has been reduced to zero; (viii) eighth, to each Lender, pro rata, any amount owed to such Lender (or its Related Person) pursuant to Sections 2.07 through 2.09; (ix) ninth, to each of the Secured Parties, all other fees, expenses, indemnity payments, and other Obligations due and owing (not paid pursuant to any of the preceding clauses, including amounts not paid under any higher priority as a result of any applicable annual limitation or cap for payments of that type under such higher priority) to such Secured Party by the Borrower; and (x) tenth, to LendingClub (as a distribution from the Borrower) by deposit to the Borrower’s Designated Account, all remaining Available Funds.. * Confidential Treatment Requested

Monthly Distributions. Subject to subsection (b) and (c) of this Section, on each Settlement Date, based on the Servicer’s Monthly Settlement Certificate, the Paying Agent shall make the following distributions (without duplication) in the following order of priority (such order of priority, as 39 may be modified by subsection (c) of this Section following an Event of Default, the “Priority of Payments”) to the extent of Available Funds on deposit in the Collection Account (and, if there are insufficient Available Funds to make any distribution under any particular clause in full, pro rata to each Person entitled to a distribution pursuant to such clause, as determined based on the maximum amount that could be distributable to each such Person under such clause): (i) first, pro rata to each Agent, the Custodian, and the Account Bank (to the extent not deducted from the Collection Account or the Reserve Account), all accrued but unpaid fees, reimbursable expenses, and indemnity amounts owed to such Person in such capacity under any Transaction Document or any related fee letter; provided, that no Person shall receive cumulative distributions (for all applicable Settlement Dates in any calendar year) under this priority first for expenses and indemnity amounts in excess of [***]* ] (provided that no such annual limit shall be applicable upon the occurrence and continuance of an Event of Default); (ii) second, to the Servicer, an amount equal to the Servicing Fee with respect to the preceding Collection Period (and any unpaid Servicing Fee from any prior Collection PeriodPeriod but for the avoidance of doubt in no event shall the Servicer be paid any amounts that have been previously netted by it in accordance with Section 3.5(f) of the Servicing Agreement), and if such Servicer is a successor Servicer, all accrued but unpaid fees (without duplication of the Servicing Fee), reimbursable expenses, and indemnity amounts owed to such Person in such capacity under any Transaction Document or any related fee letter; provided, that no Person shall receive cumulative distributions (for all applicable Settlement Dates in any calendar year) under this priority second for expenses and indemnity amounts in excess of [***]*; (iii) third, to the Backup Servicer (with respect to amounts owed, without duplication, to the Backup Servicer or the Sub-Backup Servicer, but solely if any such Person is not then acting as successor Servicer and, if applicable, on a pari passu basis as between the primary Backup Servicer and any Sub-Backup Servicer) with respect to the preceding Collection Period, an amount equal to the Backup Servicing Fee, any reasonable expenses incurred in connection with transitioning the servicing to the Backup Servicer (including counsel fees and expenses), indemnity amounts and any other amounts due to the Backup Servicer for such Collection Period pursuant to the Backup Servicing Agreement, and any of the foregoing that remains unpaid from prior Collection Periods; provided, that no Person shall receive cumulative distributions (for all applicable Settlement Dates in any calendar year) under this priority third for obligations other than scheduled fees and transition expenses (which Transition Costs shall not exceed [***]*, including boarding fees) in excess of [***]* ] (provided that no such annual limit shall be applicable upon the occurrence and continuance of an Event of Default); (iv) fourth, to each Lender, its Interest Period Invoice Amount for such Settlement Date; (v) fifth, to each Lender, pro rata, any amount owed to such Lender (or its Related Person) pursuant to Sections 2.07 through 2.09; (vi) sixth, to each Lender, such Lender’s Pro Rata Share of the amount of any Borrowing Base Deficiency and the amount of any voluntary prepayment scheduled for such Settlement Date pursuant to the terms hereof; (vii) seventh, to the Reserve Account, an amount equal to the Required Reserve Account Deposit Amount, as determined on such Settlement Date (after giving effect to any distributions made or to be made on such date); * Confidential Treatment Requested40 (viii) eighth, on and after the Commitment Termination Date and on any Settlement Date on which there is an outstanding Amortization Event (as measured on such date), to each Lender, such Lender’s Pro Rata Share of all remaining Available Funds until the Aggregate Loan Amount has been reduced to zero; (ix) ninth, to each of the Secured Parties, all other fees, expenses, indemnity payments, and other Obligations due and owing (not paid pursuant to any of the preceding clauses, including amounts not paid under any higher priority as a result of any applicable annual limitation or cap for payments of that type under such higher priority) to such Secured Party by the Borrower; and (x) tenth, to LendingClub (as a distribution from the Borrower) by deposit to the Borrower’s Designated Account, all remaining Available Funds.

Monthly Distributions. Subject (a) Distributions on the Certificates shall be made from funds in the Certificate Account. Each Certificateholder as of a Record Date shall be paid on the next succeeding Distribution Date by check mailed to subsection such Certificateholder at the address for such Certificateholder appearing on the Certificate Register (or, if a Holder of an [Offered Certificate] holds an aggregate Percentage Interest of at least 5% of the [Offered Certificates or a Holder of a Private Certificate] holds a Certificate with a Percentage Interest of 50% of such Certificate, and if such Certificateholder so requests, by wire transfer of immediately available funds pursuant to written instructions delivered to the Trustee at least five days prior to the related Record Date, which instructions, until revised, shall remain operative for all Distribution Dates thereafter), such Certificateholder's Percentage Interest of the amount to be distributed. Final payment on any Certificate shall be made only upon presentation and surrender of such Certificate at the office or agency of the Paying Agent. (b) Each distribution with respect to a Book-Entry Certificate shall be paid to the Depository, which shall credit the amount of such distribution to the accounts of its Depository Participants in accordance with its normal procedures. Each Depository Participant shall be responsible for disbursing such distribution to the Certificateholder that it represents and to each indirect participating brokerage firm (a "brokerage firm" or "indirect participating firm") for which it acts as agent. Each brokerage firm shall be responsible for disbursing funds to the Certificateholder that it represents. All such credits and disbursements with respect to a Book-Entry Certificate are to be made by the Depository and the Depository Participants in accordance with the provisions of the Book-Entry Certificates and the Depository's rules. Neither the Trustee, the Certificate Registrar, the Sellers, the Depositor nor the Master Servicer shall have any responsibility therefor except as otherwise provided by applicable law. (c) of this Section, on On each Settlement Distribution Date, the Trustee, based solely on the Servicer’s Monthly Settlement CertificateReport furnished to it pursuant to Section 6.01, the Paying Agent shall make the following distributions (without duplication) allocations, disbursements and transfers, from amounts deposited in the Certificate Account in the following order of priority, and each such allocation, transfer and disbursement shall be treated as having occurred only after all preceding allocations: A. [The Monthly Interest Amount is required to be distributed in the following order of priority until such amounts have been fully distributed:] 1. [first, to the Master Servicer, the Master Servicer Fee;] 2. [second, to each Class of the Senior Certificates, the Class Monthly Interest Amount and any Class Interest Carryover Shortfall for such Class on that Distribution Date; provided, however, if the interest collections are not sufficient to make a full distribution of the Class Monthly Interest Amount and any Class Interest Carryover Shortfall with respect to the Senior Certificates, the interest amounts will be distributed pro rata among each such Class of Senior Certificates based on the ratio of:] (i) [the Class Monthly Interest Amount and Class Interest Carryover Shortfall for that Class to] (ii) [the total amount of Class Monthly Interest Amount and any Class Interest Carryover Shortfall for the Senior Certificates;] 3. [third, to the [Class M-1] Certificates, the Class Monthly Interest Amount for that Class and Distribution Date;] 4. [fourth, to the [Class M-2] Certificates, the Class Monthly Interest Amount for that Class and Distribution Date;] 5. [fifth, to the [Class B] Certificates, the Class Monthly Interest Amount for that Class and Distribution Date; and] 6. [sixth, any remainder will be treated as Excess Interest and distributed pursuant to clause C. below.] B. [The Principal Distribution Amount for that Distribution Date is required to be distributed in the following order of priority until the Principal Distribution Amount has been fully distributed:] 1. [to the Senior Certificates (other than the [Class A-IO] Certificates), the Senior Principal Distribution Amount for such Distribution Date, excluding any Subordination Increase Amount or OC Holiday Realized Loss Amount included in that amount, as follows:] (i) [to the [Class A-6] Certificates, the [Class A-6] Lockout Distribution Amount for that Distribution Date;] (ii) [to the [Class A-1] Certificates, until the Certificate Principal Balance of that class has been reduced to zero:] (iii) [to the [Class A-2] Certificates, until the Certificate Principal Balance of that class has been reduced to zero;] (iv) [to the [Class A-3] Certificates, until the Certificate Principal Balance of that class has been reduced to zero;] (v) [to the [Class A-4] Certificates, until the Certificate Principal Balance of that class has been reduced to zero;] (vi) [to the [Class A-5] Certificates, until the Certificate Principal Balance of that class has been reduced to zero; and] (vii) [to the [Class A-6] Certificates, until the Certificate Principal Balance of that class has been reduced to zero;] 2. [to the [Class M-1] Certificates, the [Class M-1] Principal Distribution Amount for that Class and such Distribution Date, excluding any Subordination Increase Amount or OC Holiday Realized Loss Amount included in that amount, until the Certificate Principal Balance of that Class has been reduced to zero;] 3. [to the [Class M-2] Certificates, the [Class M-2] Principal Distribution Amount for that Class and such Distribution Date, excluding any Subordination Increase Amount or OC Holiday Realized Loss Amount included in that amount, until the Certificate Principal Balance of that Class has been reduced to zero; and] 4. [to the [Class B] Certificates, the [Class B] Principal Distribution Amount for that Class and such Distribution Date, excluding any Subordination Increase Amount or OC Holiday Realized Loss Amount included in that amount, until the Certificate Principal Balance of that Class has been reduced to zero.] C. [Any Monthly Interest Amount remaining pursuant to clause A.6 above, together with any Excess Overcollateralization Amount, will be treated as Excess Interest and will be required to be distributed in the following order of priority until fully distributed:] 1. [the Subordination Increase Amount or, during the OC Spread Holiday, the OC Holiday Realized Loss Amount for such Distribution Date, payable in the order of priority set forth in clauses B.1 through B.4 above;] 2. [to the [Class M-1] Certificates, the Class Interest Carryover Shortfall for that Class;] 3. [to the [Class M-1] Certificates, the Class Principal Carryover Shortfall for that Class;] 4. [to the [Class M-2] Certificates, the Class Interest Carryover Shortfall for that Class;] 5. [to the [Class M-2] Certificates, the Class Principal Carryover Shortfall for that Class;] 6. [to the [Class B] Certificates, the Class Interest Carryover Shortfall for that Class;] 7. [to the [Class B] Certificates, the Class Principal Carryover Shortfall for that Class;] 8. [to the [Class X-IO] Certificates, for deposit to the Supplemental Interest Reserve Fund, the lesser of (a) the [Class X-IO] Distribution Amount and (b) the WAC Excess;] 9. [first, concurrently, to the [Class A-1], [Class A-4], [Class A-5] and [Class A-6] Certificates, pro rata, the related Net WAC Cap Carryover from and to the extent of funds on deposit in the Supplemental Interest Reserve Fund, and second, sequentially, to the [Class M-1], [Class M-2] and [Class B] Certificates, payable in that order of priority, as may be modified by subsection (c) of this Section following an Event of Default, the “Priority of Payments”) related Net WAC Cap Carryover from and to the extent of Available Funds funds on deposit in the Collection Account (and, if there are insufficient Available Funds Supplemental Interest Reserve Fund;] 10. [to make any distribution the Trustee as reimbursement for all Trustee Reimbursable Expenses incurred in connection with its duties and obligations under any particular clause in full, pro rata to each Person entitled to a distribution pursuant to such clause, as determined based on the maximum amount that could be distributable to each such Person under such clause): (i) first, pro rata to each Agent, the Custodian, and the Account Bank (Agreement to the extent not deducted from paid by the Collection Account or Reserve Account), all accrued but unpaid fees, reimbursable expenses, and indemnity amounts owed to such Person in such capacity under any Transaction Document or any related fee letter; provided, that no Person shall receive cumulative distributions (for all applicable Settlement Dates in any calendar year) under this priority first for expenses and indemnity amounts in excess of Master Servicer;] 11. [***]* (provided that no such annual limit shall be applicable upon the occurrence and continuance of an Event of Default); (ii) second, to the ServicerMaster Servicer to the extent of any unreimbursed Monthly Advances;] 12. [To the [Class X-IO] Certificates, an amount equal to the Servicing Fee with respect [Class X-IO] Distribution Amount less any amounts thereof applied pursuant to clauses C.8 through C.11 above; and] 13. [To the [Class R] Certificates, the remainder.] (d) [Notwithstanding any of the foregoing provisions, the aggregate amounts distributed on all Distribution Dates to the preceding Collection Period Holders of the related [Offered Certificates] on account of principal pursuant to Section 8.01(c) shall not exceed the original Certificate Principal Balance of the related [Offered Certificates].] (e) [Reserved] (f) [Reserved] (g) [Notwithstanding the foregoing, amounts otherwise distributable to a Certificateholder pursuant to such paragraph which are required to be withheld and any unpaid Servicing Fee from any prior Collection Period)remitted to a taxing authority shall be withheld and remitted to such taxing authority, and if such amounts shall be treated as actually distributed to such Certificateholder for all purposes of this Agreement.] (h) [The Master Servicer is a successor Servicer, all accrued but unpaid fees may direct the Trustee to pay to the Master Servicer an amount equal to unreimbursed Servicing Advances (without duplication of the Servicing Fee), reimbursable expenses, and indemnity amounts owed to such Person in such capacity under any Transaction Document or any related fee letter; provided, that no Person shall receive cumulative distributions (for all applicable Settlement Dates in any calendar year) under this priority second for expenses and indemnity amounts in excess of [***]*; (iii) third, to the Backup Servicer (with respect to amounts owed, without duplication, to the Backup Servicer or the Sub-Backup Servicer, but solely if any such Person is not then acting as successor Servicer and, if applicable, on a pari passu basis as between the primary Backup Servicer and any Sub-Backup Servicerinterest) with respect to each Mortgage Loan for which the preceding Collection PeriodMaster Servicer has made a Servicing Advance, to the extent not netted from deposits to the Certificate Account pursuant to Section 5.05 and only to the extent funds are available for distribution from the Certificate Account, by wire transfer of immediately available funds, from subsequent collections with respect to interest on or with respect to such Mortgage Loan, Liquidation Proceeds and Insurance Proceeds or the Purchase Price of such Mortgage Loan. The Trustee (in its capacity as Trustee) has no obligation to make advances (other than Monthly Advances as specified in Section 8.04(d)) to the Master Servicer or any other party hereunder.] (i) [[PAYING AGENT] hereby accepts the appointment to act as the paying agent (the "Paying Agent") hereunder and shall make the payments to the Certificateholders required by this Agreement. [PAYING AGENT], in its capacity as Paying Agent, shall maintain an office at ____________________. The Trustee hereby agrees, and shall require any other Paying Agent (if other than the Trustee) to agree in writing, that all amounts held by it for payment hereunder will be held in trust for the benefit of the Certificateholders and that such Paying Agent will notify the Trustee of any failure by the Master Servicer to make funds available to the Paying Agent for the payment of amounts due on the Certificates. In respect of each Distribution Date, the Trustee shall withdraw from the Certificate Account and deposit in an account established by the Paying Agent for the purpose of this Section funds sufficient to make the distribution to Certificateholders pursuant to this Section. Such funds shall be available to the Paying Agent by 11:00 A.M. on each Distribution Date.] (j) [The REMIC Adminsitrator, on behalf of the Trustee, shall account for the right of an Offered Certificate to receive an amount equal to the Backup Servicing Fee, any reasonable expenses incurred in connection with transitioning the servicing to the Backup Servicer (including counsel fees and expenses), indemnity amounts and any other amounts due to the Backup Servicer for such Collection Period pursuant to the Backup Servicing Agreement, and any of the foregoing that remains unpaid from prior Collection Periods; provided, that no Person shall receive cumulative distributions (for all applicable Settlement Dates in any calendar year) under this priority third for obligations other than scheduled fees and transition expenses (which Transition Costs shall not exceed [***]*, including boarding fees) currently in excess of [***]* (provided that no the rate on the Master REMIC Regular Interest to which such annual limit shall be applicable upon the occurrence and continuance of an Event of Default); (iv) fourth, to each Lender, its Interest Period Invoice Amount for such Settlement Date; (v) fifth, to each Lender, pro rata, any amount owed to such Lender (or its Related Person) pursuant to Sections 2.07 through 2.09; (vi) sixth, to each Lender, such Lender’s Pro Rata Share of the amount of any Borrowing Base Deficiency and the amount of any voluntary prepayment scheduled for such Settlement Date pursuant to the terms hereof; (vii) seventh, to the Reserve Account, an amount equal to the Required Reserve Account Deposit Amount, as determined on such Settlement Date (after giving effect to any distributions made or to be made on such date); * Confidential Treatment Requested (viii) eighth, on and after the Commitment Termination Date and on any Settlement Date on which there is an outstanding Amortization Event (as measured on such date), to each Lender, such Lender’s Pro Rata Share of all remaining Available Funds until the Aggregate Loan Amount has been reduced to zero; (ix) ninth, to each of the Secured Parties, all other fees, expenses, indemnity payments, and other Obligations due and owing (not paid pursuant to any of the preceding clauses, including amounts not paid under any higher priority as a result of any applicable annual limitation or cap for payments of that type under such higher priority) to such Secured Party by the Borrower; and (x) tenth, to LendingClub (Offered Certificate relates as a distribution from the Borrower) by deposit first to the Borrower’s Designated Account[Class X-IO] Certificate and then as a payment by the Supplemental Interest Reserve Fund to such Certificateholder.] (k) [On any Distribution Date, all remaining Available Fundsthe Weighted Average Net Mortgage Rate, and the resulting Net WAC Cap, will be calculated based on the rate of interest on each related Mortgage Loan as may be reduced by any shortfalls in interest collection resulting from application of the Soldiers' and Sailors' Civil Relief Act of 1940, as amended.]