Common use of Purchase and Sale of Notes Clause in Contracts

Purchase and Sale of Notes. Subject to the terms and conditions of this Agreement, Prosper will provide you the opportunity through its website: · To review and bid on loan listings, which are requests for loans (“Borrower Loans”) that Prosper has received from its borrower members, with each such bid being at least $25; · To purchase Notes from Prosper in the principal amount of the bids you place on loan listings, each such Note associated with, and dependent on, a specific Borrower Loan; and · To instruct Prosper to apply the proceeds from the sale of each Note you purchase to facilitate the funding of a specific Borrower Loan you have designated. Any bid you place on a loan listing is a commitment by you to purchase a Note from Prosper in the principal amount of the bid you placed on the loan listing. If the amount available for further bidding on a loan listing is less than the amount of your bid, your bid will be deemed to be in the amount still available for bidding. You must commit to purchase a Note to fund a Borrower Loan prior to the origination of that Borrower Loan. At the time you commit to purchase a Note, you must have sufficient funds on deposit in your account with Prosper to complete the purchase. The funds on deposit in your account with Prosper will be placed in an FDIC-insured non-interest bearing account at ▇▇▇▇▇ Fargo Bank, N. A. (the "funding account") separate from Prosper's own funds. Once you bid on a loan listing, it is irrevocable regardless of whether the full amount of the loan listing is funded, and you will not have access to the funds used to support your bid unless and until Prosper has notified you that the Borrower Loan will not be funded. If a loan listing on which you’ve bid does not fund, Prosper will inform you and release you from your purchase commitment. Prosper does not warrant or guaranty that you will be able to place a bid on any loan listing before that loan listing receives bids totaling the requested loan amount. All Notes are issued pursuant to an indenture (the "Indenture") between Prosper and an indenture trustee.

Purchase and Sale of Notes. Subject to the terms and conditions of this Agreement, Prosper will provide you the opportunity through its website: · • To review and bid on loan listings, which are requests for loans (“Borrower Loans”) that Prosper has received from its borrower members, with each such bid being at least $25; · • To purchase Notes from Prosper in the principal amount of the bids you place on loan listings, each such Note associated with, and dependent on, a specific Borrower Loan; and · • To instruct Prosper to apply the proceeds from the sale of each Note you purchase to facilitate the funding of a specific Borrower Loan you have designated. Any bid you place on a loan listing is a commitment by you to purchase a Note from Prosper in the principal amount of the bid you placed on the loan listing. If the amount available for further bidding on a loan listing is less than the amount of your bid, your bid will be deemed to be in the amount still available for bidding. You must commit to purchase a Note to fund a Borrower Loan prior to the origination of that Borrower Loan. At the time you commit to purchase a Note, you must have sufficient funds on deposit in your account with Prosper to complete the purchase. The funds on deposit in your account with Prosper will be placed in an FDIC-insured non-interest bearing account at ▇▇▇▇▇ Fargo Bank, N. A. (the "“funding account"”) separate from Prosper's ’s own funds. Once you bid on a loan listing, it is irrevocable regardless of whether the full amount of the loan listing is funded, and you will not have access to the funds used to support your bid unless and until Prosper has notified you that the Borrower Loan will not be funded. If a loan listing on which you’ve bid does not fund, Prosper will inform you and release you from your purchase commitment. Prosper does not warrant or guaranty that you will be able to place a bid on any loan listing before that loan listing receives bids totaling the requested loan amount. Prosper may allocate some of its loan listings to other investor funding channels. If it does so, it will allocate loan listings among its various investor channels, including this channel, automatically, based upon a random allocation methodology determined by Prosper. All Notes are issued pursuant to an indenture (the "“Indenture"”) between Prosper and an indenture trustee.

Purchase and Sale of Notes. Subject to the terms and conditions of this Agreement, Prosper LOF will provide you the opportunity through its website: · website and any associated websites, desktop, or mobile applications (collectively, the “Live Oak Financial websites”): • To review and bid on loan listings, which are requests for loans (“Borrower Loans”) that Prosper LOF has received from its borrower members, with each such bid being at least $2550; · provided, however, that if the remaining unfunded portion of a Borrower Loan is less than $50, a bid equal to such remaining amount (which may be less than $50) is permitted to complete funding; • To purchase Notes from Prosper LOF in the principal amount of the bids you place on loan listings, each such Note associated with, and dependent on, a specific Borrower Loan; and · To instruct Prosper LOF to apply the proceeds from the sale of each Note you purchase to facilitate the funding of a specific Borrower Loan you have designated. Any bid you place on a loan listing is a commitment by you to purchase a Note from Prosper LOF in the principal amount of the bid you placed on the loan listing. If the amount available for further bidding on a loan listing is less than the amount of your bid, your bid will be deemed to be in the amount still available for bidding. You must commit to purchase a Note to fund a Borrower Loan prior to the origination of that Borrower Loan. At the time you commit to purchase a Notecommit, you must have sufficient funds on deposit available in your account with Prosper to complete linked bank account. We do not custody investor funds or maintain investor accounts, and we debit ACH only upon Acceptance. Your subscription is an offer that may be canceled any time before Acceptance. It becomes binding only upon Acceptance (i.e., when a listing funds 100% within the purchaseapplicable window and we accept your order). We do not place pre-acceptance holds or sweeps, and ACH is debited only upon Acceptance. The funds on deposit in your account with Prosper will be placed in Notes are not issued under an FDIC-insured non-interest bearing account at ▇▇▇▇▇ Fargo Bankindenture. The Trust Indenture Act of 1939, N. A. as amended (the "funding account") separate from Prosper's own funds. Once you bid on a loan listing“TIA”), it is irrevocable regardless of whether the full amount of the loan listing is funded, and you will does not have access apply to the funds used Notes because they are being offered and sold pursuant to support your bid unless Regulation A, Tier 2 under the Securities Act of 1933. See TIA §304(d) and until Prosper 17 C.F.R. §260.4a-2. No trustee has notified you been appointed. Rights and remedies of Note holders are as set forth in this Agreement and the Offering Circular. Investors should be aware that the Borrower Loan will absence of an Indenture means that the rights and remedies typically provided under an Indenture, including the appointment of a trustee to act on behalf of Note holders, are not be funded. If a loan listing on which you’ve bid does not fund, Prosper will inform you and release you from your purchase commitment. Prosper does not warrant or guaranty that you will be able applicable to place a bid on any loan listing before that loan listing receives bids totaling the requested loan amount. All Notes are issued pursuant to an indenture (the "Indenture") between Prosper and an indenture trusteeat this time.

Purchase and Sale of Notes. Subject to the terms and conditions of this Agreement, Prosper will provide you the opportunity through its website: · website and any associated websites, desktop or mobile applications (collectively, the “Prosper websites”): • To review and bid on loan listings, which are requests for loans (“Borrower Loans”) that Prosper has received from its borrower members, with each such bid being at least $25; · • To purchase Notes from Prosper in the principal amount of the bids you place on loan listings, each such Note associated with, and dependent on, a specific Borrower Loan; and · • To instruct Prosper to apply the proceeds from the sale of each Note you purchase to facilitate the funding of a specific Borrower Loan you have designated. Any bid you place on a loan listing is a commitment by you to purchase a Note from Prosper in the principal amount of the bid you placed on the loan listing. If the amount available for further bidding on a loan listing is less than the amount of your bid, your bid will be deemed to be in the amount still available for bidding. You must commit to purchase a Note to fund a Borrower Loan prior to the origination of that Borrower Loan. At the time you commit to purchase a Note, you must have sufficient funds on deposit in your account with Prosper to complete the purchase. The funds on deposit in your account with Prosper will be placed in an FDIC-insured non-interest bearing account at ▇▇▇▇▇ Fargo Bank, N. A. (the "“funding account"”) separate from Prosper's ’s own funds. Once you bid on a loan listing, it is irrevocable regardless of whether the full amount of the loan listing is funded, and you will not have access to the funds used to support your bid unless and until Prosper has notified you that the Borrower Loan will not be funded. If a loan listing on which you’ve bid does not fund, Prosper will inform you and release you from your purchase commitment. Prosper does not warrant or guaranty that you will be able to place a bid on any loan listing before that loan listing receives bids totaling the requested loan amount. Prosper may allocate some of its loan listings to other investor funding channels. If it does so, it will allocate loan listings among its various investor channels, including this channel, automatically, based upon a random allocation methodology determined by Prosper. All Notes are issued pursuant to an indenture (the "“Indenture"”) between Prosper and an indenture trustee.

Purchase and Sale of Notes. Subject to the terms and conditions of this Agreement, Prosper will provide you the opportunity through its website: · To review and bid on loan listings, which are requests for loans (“"Borrower Loans”") that Prosper has received from its borrower members, with each such bid being at least $25; · To purchase Notes from Prosper in the principal amount of the bids you place on loan listings, each such Note associated with, and dependent on, a specific Borrower Loan; and · To instruct Prosper to apply the proceeds from the sale of each Note you purchase to facilitate the funding of a specific Borrower Loan you have designated. Any bid you place on a loan listing is a commitment by you to purchase a Note from Prosper in the principal amount of the bid you placed on the loan listing. If the amount available for further bidding on a loan listing is less than the amount of your bid, your bid will be deemed to be in the amount still available for bidding. You must commit to purchase a Note to fund a Borrower Loan prior to the origination of that Borrower Loan. At the time you commit to purchase a Note, you must have sufficient funds on deposit in your account with Prosper to complete the purchase. The funds on deposit in your account with Prosper will be placed in an FDIC-insured non-interest bearing account at ▇▇▇▇▇ Fargo Bank, N. A. (the "funding account") separate from Prosper's own funds. Once you bid on a loan listing, it is irrevocable regardless of whether the full amount of the loan listing is funded, and you will not have access to the funds used to support your bid unless and until Prosper has notified you that the Borrower Loan will not be funded. If a loan listing on which you’ve 've bid does not fund, Prosper will inform you and release you from your purchase commitment. Prosper does not warrant or guaranty that you will be able to place a bid on any loan listing before that loan listing receives bids totaling the requested loan amount. Prosper may allocate some of its loan listings to other investor funding channels. If it does so, it will allocate loan listings among its various investor channels, including this channel, automatically, based upon a random allocation methodology determined by Prosper. All Notes are issued pursuant to an indenture (the "Indenture") between Prosper and an indenture trustee.

Purchase and Sale of Notes. Subject to the terms and conditions of this Agreement, Prosper will provide you the opportunity through its website: · § To review and bid on loan listings, which are requests for loans (“"Borrower Loans”") that Prosper has received from its borrower members, with each such bid being at least $25; · § To purchase Notes from Prosper in the principal amount of the bids you place on loan listings, each such Note associated with, and dependent on, a specific Borrower Loan; and · § To instruct Prosper to apply the proceeds from the sale of each Note you purchase to facilitate the funding of a specific Borrower Loan you have designated. Any bid you place on a loan listing is a commitment by you to purchase a Note from Prosper in the principal amount of the bid you placed on the loan listing. If the amount available for further bidding on a loan listing is less than the amount of your bid, your bid will be deemed to be in the amount still available for bidding. You must commit to purchase a Note to fund a Borrower Loan prior to the origination of that Borrower Loan. At the time you commit to purchase a Note, you must have sufficient funds on deposit in your account with Prosper to complete the purchase. The funds on deposit in your account with Prosper will be placed in an FDIC-insured non-interest bearing account at ▇W▇▇▇▇ Fargo Bank, N. A. (the "funding account") separate from Prosper's own funds. Once you bid on a loan listing, it is irrevocable regardless of whether the full amount of the loan listing is funded, and you will not have access to the funds used to support your bid unless and until Prosper has notified you that the Borrower Loan will not be funded. If a loan listing on which you’ve 've bid does not fund, Prosper will inform you and release you from your purchase commitment. Prosper does not warrant or guaranty that you will be able to place a bid on any loan listing before that loan listing receives bids totaling the requested loan amount. Prosper may allocate some of its loan listings to other lender funding channels. If it does so, it will allocate loan listings among its various lender channels, including this channel, automatically, based upon a random allocation methodology determined by Prosper. All Notes are issued pursuant to an indenture (the "Indenture") between Prosper and an indenture trustee.

Purchase and Sale of Notes. Subject to the terms and conditions of this Agreement, Prosper will provide you the opportunity through its website: · website and any associated websites, desktop or mobile applications (collectively, the “Prosper websites”): • To review and bid on loan listings, which are requests for loans (“Borrower Loans”) that Prosper ▇▇▇▇▇▇▇ has received from its borrower members, with each such bid being at least $25; · • To purchase Notes from Prosper in the principal amount of the bids you place on loan listings, each such Note associated with, and dependent on, a specific Borrower Loan; and · • To instruct Prosper to apply the proceeds from the sale of each Note you purchase to facilitate the funding of a specific Borrower Loan you have designated. Any bid you place on a loan listing is a commitment by you to purchase a Note from Prosper in the principal amount of the bid you placed on the loan listing. If the amount available for further bidding on a loan listing is less than the amount of your bid, your bid will be deemed to be in the amount still available for bidding. You must commit to purchase a Note to fund a Borrower Loan prior to the origination of that Borrower Loan. At the time you commit to purchase a Note, you must have sufficient funds on deposit in your account with Prosper to complete the purchase. The funds on deposit in your account with Prosper ▇▇▇▇▇▇▇ will be placed in an FDIC-insured non-interest bearing account at ▇▇▇▇▇ Fargo Bank, N. A. (the "“funding account"”) separate from Prosper's ▇▇▇▇▇▇▇’s own funds. Once you bid on a loan listing, it is irrevocable regardless of whether the full amount of the loan listing is funded, and you will not have access to the funds used to support your bid unless and until Prosper has notified you that the Borrower Loan will not be funded. If a loan listing on which you’ve bid does not fund, Prosper ▇▇▇▇▇▇▇ will inform you and release you from your purchase commitment. Prosper does not warrant or guaranty that you will be able to place a bid on any loan listing before that loan listing receives bids totaling the requested loan amount. Prosper may allocate some of its loan listings to other investor funding channels. If it does so, it will allocate loan listings among its various investor channels, including this channel, automatically, based upon a random allocation methodology determined by Prosper. All Notes are issued pursuant to an indenture (the "“Indenture"”) between Prosper and an indenture trustee.

Purchase and Sale of Notes. Subject to the terms and conditions of this Agreement, Prosper Live Oak Financial will provide you the opportunity through its website: · website and any associated websites, desktop, or mobile applications (collectively, the "Live Oak Financial websites"): To review and bid on loan listings, which are requests for loans (“"Borrower Loans”") that Prosper Live Oak Financial has received from its borrower members, with each such bid being at least $2550; · To purchase Notes from Prosper Live Oak Financial in the principal amount of the bids you place on loan listings, each such Note associated with, and dependent on, a specific Borrower Loan; and · To instruct Prosper Live Oak Financial to apply the proceeds from the sale of each Note you purchase to facilitate the funding of a specific Borrower Loan you have designated. Any bid you place on a loan listing is a commitment by you to purchase a Note from Prosper Live Oak Financial in the principal amount of the bid you placed on the loan listing. If the amount available for further bidding on a loan listing is less than the amount of your bid, your bid will be deemed to be in the amount still available for bidding. You must commit to purchase a Note to fund a Borrower Loan prior to the origination of that Borrower Loan. At the time you commit to purchase a Note, you must have sufficient funds on deposit in your account with Prosper to complete the purchase. The funds on deposit in your account with Prosper will be placed in an FDIC-insured non-interest bearing account at ▇▇▇▇▇ Fargo Bank, N. A. (the "funding account") separate from ProsperLive Oak Financial's own funds. Once you bid on a loan listing, it is irrevocable regardless of whether the full amount of the loan listing is funded, and you will not have access to move or otherwise reallocate the funds used to support your bid unless and until Prosper Live Oak Financial has notified you that the Borrower Loan will not be funded. If a loan listing on which you’ve 've bid does not fund, Prosper Live Oak Financial will inform you and release you from your purchase commitment. Prosper Live Oak Financial does not warrant or guaranty guarantee that you will be able to place a bid on any loan listing before that loan listing receives bids totaling the requested loan amount. All Notes are currently not issued pursuant to a trust indenture in reliance on applicable exemptions under the Trust Indenture Act of 1939, as amended (the "Act"), including, but not limited to, exemptions set forth in Sections 304(a)(8), 304(a)(9), and 304(d) of the Act. Specifically, Live Oak Financial is relying on exemptions applicable to securities issued under Regulation A and offerings that do not exceed $10,000,000 in aggregate principal amount within a 36-month period. The Notes have not been and will not be issued under a "qualified" indenture within the meaning of the Trust Indenture Act of 1939, as amended (15 U.S.C. §§ 77aaa-77bbbb) (the "TIA"), and the TIA does not apply to the Notes pursuant to the following exemptions: 1. Section 304(a)(8) Exemption (15 U.S.C. § 77ddd(a)(8) & Rule 4a-1 thereunder, 17 C.F.R. § 260.4a-1) - debt securities not issued under an indenture are exempt so long as the aggregate principal amount of such securities does not exceed the amount specified in Section 3(b) of the Securities Act of 1933 (15 U.S.C. § 77c(b)), currently $50,000,000, in any twelve-consecutive-month period. 2. Section 304(a)(9) Exemption (15 U.S.C. § 77ddd(a)(9) & Rule 4a-3 thereunder, 17 C.F.R. § 260.4a-3) - debt securities issued under an indenture that limits outstanding principal to $10,000,000 (or less) are exempt, provided that no more than $10,000,000 of such securities are issued within any rolling 36-month period. 3. Section 304(d) Exemption (15 U.S.C. § 77ddd(d) & Rule 4a-2 thereunder, 17 C.F.R. § 260.4a-2) - any security issued or to be issued pursuant to Regulation A under the Securities Act of 1933 (17 C.F.R. Part 230, Subpart 1) is exempt from all provisions of the TIA. Live Oak Financial is relying on these exemptions in respect of (i) its Regulation A offering, and (ii) its small-indenture program not to exceed $10,000,000 in aggregate principal within any 36 month period. Live Oak Financial acknowledges its obligation to comply with the provisions of the Act should the issuance of Notes exceed the applicable exemption thresholds. In such circumstances, Live Oak Financial will update this Agreement and any related offering materials to reflect that Notes will be issued pursuant to an indenture (Indenture, in accordance with the "requirements of the Act. Investors should be aware that the absence of an Indenture means that the rights and remedies typically provided under an Indenture") between Prosper and an indenture trustee, including the appointment of a trustee to act on behalf of Note holders, are not applicable to the Notes at this time.

Purchase and Sale of Notes. Subject to the terms and conditions of this Agreement, Prosper will provide you the opportunity through its website: · website and any associated websites, desktop or mobile applications (collectively, the “Prosper websites”): • To review and bid on loan listings, which are requests for loans (“Borrower Loans”) that Prosper has received from its borrower members, with each such bid being at least $25; · • To purchase Notes from Prosper in the principal amount of the bids you place on loan listings, each such Note associated with, and dependent on, a specific Borrower Loan; and · • To instruct Prosper to apply the proceeds from the sale of each Note you purchase to facilitate the funding of a specific Borrower Loan you have designated. Any bid you place on a loan listing is a commitment by you to purchase a Note from Prosper in the principal amount of the bid you placed on the loan listing. If the amount available for further bidding on a loan listing is less than the amount of your bid, your bid will be deemed to be in the amount still available for bidding. You must commit to purchase a Note to fund a Borrower Loan prior to the origination of that Borrower Loan. At the time you commit to purchase a Note, you must have sufficient funds on deposit in your account with Prosper to complete the purchase. The funds on deposit in your account with Prosper ▇▇▇▇▇▇▇ will be placed in an FDIC-insured non-interest bearing account at ▇▇▇▇▇ Fargo Bank, N. A. (the "“funding account"”) separate from Prosper's ’s own funds. Once you bid on a loan listing, it is irrevocable regardless of whether the full amount of the loan listing is funded, and you will not have access to the funds used to support your bid unless and until Prosper has notified you that the Borrower Loan will not be funded. If a loan listing on which you’ve bid does not fund, Prosper ▇▇▇▇▇▇▇ will inform you and release you from your purchase commitment. Prosper does not warrant or guaranty that you will be able to place a bid on any loan listing before that loan listing receives bids totaling the requested loan amount. Prosper may allocate some of its loan listings to other investor funding channels. If it does so, it will allocate loan listings among its various investor channels, including this channel, automatically, based upon a random allocation methodology determined by Prosper. All Notes are issued pursuant to an indenture (the "“Indenture"”) between Prosper and an indenture trustee.

Purchase and Sale of Notes. Subject to the terms and conditions of this Agreement, Prosper will provide you the opportunity through its website: · § To review and bid on loan listings, which are requests for loans (“"Borrower Loans”") that Prosper has received from its borrower members, with each such bid being at least $25; · § To purchase Notes from Prosper in the principal amount of the bids you place on loan listings, each such Note associated with, and dependent on, a specific Borrower Loan; and · § To instruct Prosper to apply the proceeds from the sale of each Note you purchase to facilitate the funding of a specific Borrower Loan you have designated. Any bid you place on a loan listing is a commitment by you to purchase a Note from Prosper in the principal amount of the bid you placed on the loan listing. If the amount available for further bidding on a loan listing is less than the amount of your bid, your bid will be deemed to be in the amount still available for bidding. You must commit to purchase a Note to fund a Borrower Loan prior to the origination of that Borrower Loan. At the time you commit to purchase a Note, you must have sufficient funds on deposit in your account with Prosper to complete the purchase. The funds on deposit in your account with Prosper will be placed in an FDIC-insured non-interest bearing account at ▇▇▇▇▇ Fargo Bank, N. A. (the "funding account") separate from Prosper's own funds. Once you bid on a loan listing, it is irrevocable regardless of whether the full amount of the loan listing is funded, and you will not have access to the funds used to support your bid unless and until Prosper has notified you that the Borrower Loan will not be funded. If a loan listing on which you’ve 've bid does not fund, Prosper will inform you and release you from your purchase commitment. Prosper does not warrant or guaranty that you will be able to place a bid on any loan listing before that loan listing receives bids totaling the requested loan amount. Prosper may allocate some of its loan listings to other lender funding channels. If it does so, it will allocate loan listings among its various lender channels, including this channel, automatically, based upon a random allocation methodology determined by Prosper. All Notes are issued pursuant to an indenture (the "Indenture") between Prosper and an indenture trustee.

Purchase and Sale of Notes. Subject to the terms and conditions of this Agreement, Prosper will provide you the opportunity through its website: · ● To review and bid on loan listings, which are requests for loans (“Borrower Loans”) that Prosper has received from its borrower members, with each such bid being at least $25; · ● To purchase Notes from Prosper in the principal amount of the bids you place on loan listings, each such Note associated with, and dependent on, a specific Borrower Loan; and · ● To instruct Prosper to apply the proceeds from the sale of each Note you purchase to facilitate the funding of a specific Borrower Loan you have designated. Any bid you place on a loan listing is a commitment by you to purchase a Note from Prosper in the principal amount of the bid you placed on the loan listing. If the amount available for further bidding on a loan listing is less than the amount of your bid, your bid will be deemed to be in the amount still available for bidding. You must commit to purchase a Note to fund a Borrower Loan prior to the origination of that Borrower Loan. At the time you commit to purchase a Note, you must have sufficient funds on deposit in your account with Prosper to complete the purchase. The funds on deposit in your account with Prosper will be placed in an FDIC-insured non-interest bearing account at ▇▇▇▇▇ Fargo Bank, N. A. (the "funding account") separate from Prosper's own funds. Once you bid on a loan listing, it is irrevocable regardless of whether the full amount of the loan listing is funded, and you will not have access to the funds used to support your bid unless and until Prosper has notified you that the Borrower Loan will not be funded. If a loan listing on which you’ve bid does not fund, Prosper will inform you and release you from your purchase commitment. Prosper does not warrant or guaranty that you will be able to place a bid on any loan listing before that loan listing receives bids totaling the requested loan amount. All Notes are issued pursuant to an indenture (the "Indenture") between Prosper and an indenture trustee.

Purchase and Sale of Notes. Subject to the terms and conditions of this Agreement, Prosper will provide you the opportunity through its website: · § To review and bid on loan listings, which are requests for loans (“"Borrower Loans”") that Prosper has received from its borrower members, with each such bid being at least $25; · § To purchase Notes from Prosper in the principal amount of the bids you place on loan listings, each such Note associated with, and dependent on, a specific Borrower Loan; and · § To instruct Prosper to apply the proceeds from the sale of each Note you purchase to facilitate the funding of a specific Borrower Loan you have designated. Any bid you place on a loan listing is a commitment by you to purchase a Note from Prosper in the principal amount of the bid you placed on the loan listing. If the amount available for further bidding on a loan listing is less than the amount of your bid, your bid will be deemed to be in the amount still available for bidding. You must commit to purchase a Note to fund a Borrower Loan prior to the origination of that Borrower Loan. At the time you commit to purchase a Note, you must have sufficient funds on deposit in your account with Prosper to complete the purchase. The funds on deposit in your account with Prosper will be placed in an FDIC-insured non-interest bearing account at ▇▇▇▇▇ Fargo Bank, N. A. (the "funding account") separate from Prosper's own funds. Once you bid on a loan listing, it is irrevocable regardless of whether the full amount of the loan listing is funded, and you will not have access to the funds used to support your bid unless and until Prosper has notified you that the Borrower Loan will not be funded. If a loan listing on which you’ve 've bid does not fund, Prosper will inform you and release you from your purchase commitment. Prosper does not warrant or guaranty that you will be able to place a bid on any loan listing before that loan listing receives bids totaling the requested loan amount. Prosper may allocate some of its loan listings to other investor funding channels. If it does so, it will allocate loan listings among its various investor channels, including this channel, automatically, based upon a random allocation methodology determined by Prosper. All Notes are issued pursuant to an indenture (the "Indenture") between Prosper and an indenture trustee.