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INVESTOR AGREEMENT

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INVESTOR AGREEMENT Powered By Docstoc
					                                Trust Agreement

        This Trust Agreement (this "Trust Agreement") is made on ___________, 2012
by ___________________, a Delaware corporation with a place of business at
___________________________, as trustee hereunder (together with its successors
hereunder, the "Trustee"). This Trust Agreement amends and restates the Declaration of
Trust made on October 10, 2008 by the Trustee, which was made for the purposes of
forming a Delaware statutory trust known as _________________________ (the "Trust")
under and pursuant to the provisions of the Delaware Statutory Trust Act, 12 Del. C. §
3801 et seq. (the "Delaware Act"). As amended and restated by this Trust Agreement, the
Trust is in all respects confirmed and preserved. The Trustee hereby acknowledges and
declares that it holds all interests in Trust Property, as defined herein, in trust for the
Investors, as defined herein, under Delaware law solely for the use and purposes set forth
herein. By signing a counterpart of this Trust Agreement electronically below, each
Investor is admitted as a beneficiary hereunder and hereby agrees to the terms of this
Trust Agreement, together with the terms of use ("Terms of Use") on the Services web
site at __________________and any subdomain thereof (the "Site"). Please read this
Trust Agreement and the Terms of Use carefully and print and retain a copy of these
documents.

1. Definitions. As used in this Trust Agreement:

"Account" means the non-interest bearing deposit account established by the Trustee "as
trustee for the exclusive benefit of _____________" at an FDIC member financial
institution selected from time to time by the Trustee in its sole and absolute discretion.

"Borrower Member" means a registered member of the Site who obtains an installment
loan through the Site.

"Borrower Loan" means a loan made to a Borrower Member through the Site.
"Delaware Trustee" means CSC Trust Company of Delaware not in its individual
capacity but solely as Delaware trustee and its successors and assigns.

"FBO Account" means the deposit account, identified by account number 4121529796 at
Wells Fargo Bank, N.A., established by the Servicer to hold certain amounts in
connection with the operation of the Servicer's platform.

"Issuer" means LendingClub Corporation in its capacity as issuer of Member Payment
Dependent Notes ("Notes") to Investors.

"Investor" means an individual or entity who has entered into a _______________ Note
Purchase Agreement, Investor Agreement or similar agreement, as the case may be, with
the Issuer to purchase, from time to time, Notes, and who has agreed to the terms of this
Trust Agreement or the predecessor Declaration of Trust, together with the Terms of Use.

"Servicer" means _________________ and its successors, if any, in its capacity as
servicer of Borrower Loans.

"Trading System" means the secondary trading system for the Notes operated by a
registered broker-dealer pursuant to an agreement with Issuer.

"Trust Property" means all funds in the Account, unless and until any of such funds are
disposed of in accordance with paragraph 5 hereof, which funds shall consist of all
property (1) placed in the Account by any Investor, (2) placed in the Account by the
Issuer on account of payments in respect of Notes held by any Investor, (3) placed in the
Account by the Servicer on account of payments in respect of Borrower Loans held by
any Investor, and (4) placed in the Account by the Servicer in connection with the
transfer of all Investor funds from the FBO Account on or about October 10, 2008;
except to the extent that a Investor has committed any such funds toward the purchase of
one or more Notes (a) from the Issuer, or (b) from another Investor through the Trading
System. Trust Property is allocable to an individual Investor to the extent funds are
placed in the Account attributable and traceable to such Investor. All Investors' beneficial
interests in the respective Trust Property attributable to them shall be beneficial interests
in a single trust fund containing all such Trust Property of all such Investors.

2. Scope. This Trust Agreement governs the disposition of all Trust Property now
existing or hereafter arising.

3. Certificate of Trust. The Trustee has caused an appropriate form of Certificate of
Trust of the Trust to be filed in the Office of the Secretary of State of the State of
Delaware in accordance with the applicable provisions of the Delaware Act.

4. Account Establishment and Features. The Trustee shall maintain the Account. The
Account shall include only Trust Property. The Trust Property shall not be commingled
with funds belonging to LendingClub Corporation or any persons or entities other than
Investors. The Account shall qualify for pass-through FDIC insurance coverage subject to
applicable limits. The Account for all Investors shall be held by the Trustee in a single
trust fund, and each Investor shall have a divisible beneficial interest in the single trust
fund to the extent of the Trust Property attributable to such Investor in accordance with
the terms of this Trust Agreement.

5. Management of Trust Property. The Trustee shall have the sole and exclusive
authority and power to direct the disposition of monies that are Trust Property, which
disposition shall be for the benefit of the Investors, provided that such disposition shall be
only: (1) to effect a payment of the purchase price (A) to the Issuer for one or more Notes
following the origination of the corresponding Borrower Loan(s) or (B) to the designated
account of an Investor for one or more Notes sold through the Trading System; or (3) to
the verified bank account of a Investor; or (4) at the direction of a final order entered by a
court of competent jurisdiction. By signing a counterpart of this Trust Agreement
electronically, each Investor acknowledges (i) that transfers to such Investor's designated
bank account by ACH are subject to normal financial institution processing delays, which
are outside the control of the Trustee; and (ii) that the Trustee, shall not have any
obligation whatsoever to invest or reinvest the Trust Property.
6. Trustee's Powers. The Trustee shall have the power from time to time, in its sole
discretion except as provided herein and without license or order of court to receive or
refuse additions to the Trust, Trust Property, or the Account, or to arrange for the
Account to bear interest at such rate as the Trustee may determine. The Trustee shall not
have the right to invest Trust Property other than in the Account or to vary the investment
of Trust Property from the Account to any other investments. The Trustee shall have all
additional powers and authority necessary or desirable, in the sole judgment of the
Trustee, for prompt and effective administration of the Trust created hereunder, unless
the particular power or authority is specifically denied by this Trust Agreement. The
Trustee shall have the power, subject to paragraph 17 hereof, to settle, compromise,
submit to arbitration, or submit to any court having jurisdiction in the matter any matters
in dispute.

7. "Prudent Person" Rule Waived; Rule Against Self-Dealing Waived; Duty of
Loyalty Waived. The Trustee is authorized to acquire and retain investments, in
accordance with the terms of this Trust Agreement, that may not be regarded as
traditional for trusts, including investments that would be forbidden or would be regarded
as imprudent, improper or unlawful by the "prudent person" rule, "prudent investor" rule,
Section 3302 of Title 12 of the Delaware Code, any rule or law concerning the duty of
loyalty, any rule or law limiting, proscribing, or voiding or making voidable any
interested party or self-dealing transaction, or any other rule or law which restricts a
fiduciary's capacity to invest. The purpose in granting the foregoing authority is to
modify the "prudent person" rule, "prudent investor" rule, the application of Section 3302
of Title 12 of the Delaware Code, the duty of loyalty, the rule against self-dealing, or any
other rule or law which restricts a fiduciary's ability to invest insofar as any such rule or
law would prohibit an investment or investments because of one or more factors listed
above, or any other factor relating to the nature of the investment itself.

8. Recordkeeping and Accounting. The Servicer shall maintain electronic records in
which it shall record the balance of each Investor in electronic sub-accounts under the
Account as well as all transactions affecting such balances. The Servicer shall make the
details of each Investor's transactions and balances available to the Trustee and to such
Investor for review on the Site except during periodic or unscheduled maintenance of the
Site. The Servicer posts transactions to the Account on a periodic basis but no less
frequently than once daily. Generally, transactions are posted and balance information is
updated within 48 hours after a transaction takes place. The Servicer's independent
auditor will review the Account, test transactions, and examine controls no less than once
annually. Except as expressly herein provided, the Trustee shall not be required to render
an account of the Trust established pursuant to this Declaration to any Investor or, unless
otherwise required by applicable law, in any court. Each Investor shall be deemed to
assent to the electronic records of such Investor's sub-account as of the first business day
of each calendar year with respect to the prior calendar year unless such Investor objects
to one or more transactions in such Investor's sub-account in a writing sent to the Trustee
within thirty (30) days after the beginning of the following calendar year. Such assent
shall be a complete discharge of the Trustee as to all matters included in the sub-account
of such Investor or reflected thereby. The electronic records referred to in this paragraph
shall be deemed to be an account stated, accepted and approved by the Investor for which
the electronic records are rendered, and the Trustee shall be relieved and discharged, as if
such electronic records had been an accounting settled and allowed in a contested
proceeding by a final judgment or decree of a count of competent jurisdiction, unless
such Investor objects to such electronic records in writing as hereinbefore provided in
this paragraph.

9. Tax Treatment. By signing a counterpart of this Trust Agreement electronically, each
Investor acknowledges that for United States Federal Income Tax purposes (i) the Trust
is a grantor trust and (ii) such Investor is the owner of the Trust Property held by the
Trust and attributable to such Investor in accordance with the terms of this Trust
Agreement. The Trustee shall comply with the information reporting requirements
applicable to grantor trusts under the Internal Revenue Code and prepare and furnish to
each Investor the appropriate Internal Revenue Service forms required to be provided by
the Trustee.

10. No Other Interests
(a)   By electronically signing a counterpart of this Trust Agreement, each Investor
acknowledges that (i) the Investor has no rights or claims to any funds in the Account
other than Trust Property properly allocable to such Investor and (ii) the Investor has no
right, title or interest to the funds of any other Investors in the Account or in the Trust.

(b)   The Trustee acknowledges that it has no right, title, or interest in the Trust, the
Trust Property, or the Account in its corporate or personal capacity and has no beneficial
interest in the Trust.

11. Compensation; Trustee Liability. The Trustee shall not receive any compensation
for its role as Trustee. Nothing herein shall be construed to limit LendingClub
Corporation's ability to receive compensation pursuant to other agreements for services it
may provide other than in its role as Trustee. Unless due to its own willful default or
gross negligence, no Trustee shall be liable for its acts or omissions or those of any other
Trustee serving from time to time. The Trustee shall be indemnified and held harmless to
the extent of the property held hereunder for any liability incurred by it while acting
hereunder except liabilities incurred by it through its own willful default or gross
negligence.

12. Amendment. The Trustee shall have the right at any time or times to amend or
supplement the provisions of this Trust Agreement, in each case by a writing or writings
signed by its duly authorized officer or officers; provided that no such amendment shall
be permitted if it would (i) subject any amount held hereunder to any right, charge,
security interest, lien or claim by, of or for the benefit of any creditor or creditors of the
Trustee or its subsidiaries and affiliates in its corporate or personal capacity or (ii) permit
the investment of the Trust Property in a manner other than that specifically set forth in
this Trust Agreement or (iii) otherwise impair Trust Property or a Investor's rights
therein.

13. Duration. The Trust established pursuant to the Declaration of Trust dated October
10, 2008, and confirmed and preserved pursuant to this Trust Agreement, shall be
perpetual unless otherwise dissolved and terminated pursuant to paragraph 14 below.
14. Termination. The Trustee shall have the power to distribute all funds held in the
Account to the appropriate Investors and thereupon dissolve the Trust. Following any
such dissolution, the Trustee shall proceed to wind up the affairs of the Trust in an
orderly manner and within a reasonable period of time considering relevant
circumstances and shall have the powers necessary to wind up the Trust's affairs,
including but not limited to the power to fulfill or discharge the contracts of the Trust,
collect its assets, sell, convey, exchange or otherwise dispose of all or any part of the
remaining property of the Trust to one or more persons at public or private sale (for
consideration which may consist in whole or part of cash, securities or other property of
any kind), discharge or pay its liabilities, defend or prosecute suits or administrative
proceedings and do all other acts appropriate to the winding up and liquidation of the
property and affairs of the Trust. After paying or making reasonable provision for the
payment of all liabilities of the Trust, and upon receipt of such releases, indemnities or
like documentation as the Trustee may reasonably deem necessary for the protection of
the Trustee, the Trustee shall distribute the remaining property of the Trust, in cash or in
kind or partly each, among the Investors pro rata in accordance with their respective
interests in the Trust. Upon the completion of winding up, the Trust shall terminate and
the Trustee shall cause an appropriate form of Certificate of Cancellation to be filed in
the Office of the Secretary of State of the State of Delaware.

15. Successor Trustee. The Trustee may resign as Trustee hereunder, without leave of
court, at any time, and, in such event, it shall appoint a successor Trustee unless, prior to
the effective date of its resignation, it dissolves the Trust in accordance with paragraph 14
above. Any appointment of a successor Trustee shall be in writing signed by the
appointing Trustee, or by a duly authorized officer or officers of the appointing Trustee,
if an entity. Whenever this Trust Agreement refers to the Trustee, such reference shall
include any successor Trustee appointed under this paragraph. All powers hereby granted
to the Trustee shall be exercisable by any successor Trustee; and each successor Trustee
shall be deemed to have assumed the duties hereby undertaken by the Trustee.
The Trustee shall not be required to furnish any bond or surety. No one dealing with the
Trustee need inquire concerning the validity of anything the Trustee purports to do or see
to the application of any money paid upon the Trustee's order.

16. Delaware Trustee.

(a) For purposes of satisfying Sections 3807 of the Delaware Act, during the existence of
the Trust, there shall at all times be a "Delaware Trustee" hereunder who shall, in the case
of a natural person, be a person who is a resident of the State of Delaware, or, in all other
cases, is a trustee with its principal place of business in the State of Delaware. The
Delaware Trustee shall not be a Trustee or co-Trustee except to the extent and for the
limited purposes described in this paragraph. Accordingly, no reference in this Trust
Agreement to the "Trustee" shall include, or be deemed to refer to, the Delaware Trustee.
Notwithstanding the foregoing, the same person may serve simultaneously as both a
Trustee and as a Delaware Trustee hereunder. The sole power and duty of the Delaware
Trustee shall be to accept service of process in accordance with Section 3804 of the
Delaware Act and execution and delivery of all documents required to be filed with the
State of Delaware as required by the Delaware Act.

(b) The Trustee hereby appoints CSC Trust Company of Delaware as the initial Delaware
Trustee. The initial Delaware Trustee and any successor Delaware Trustee may resign
and may be removed by the Trustee then serving for any reason, with or without cause. If
the Delaware Trustee resigns or is removed, or if there is no Delaware Trustee serving at
any time for any other reason, the Trustee shall appoint a successor Delaware Trustee
who qualifies under the terms of this paragraph 16. Upon each appointment of a
successor Delaware Trustee, the Trustee shall cause an amendment to the Certificate of
Trust of the Trust that reflects such change to be filed with the Secretary of State of the
State of Delaware in accordance with the Delaware Act.

(c) By its execution hereof, the Delaware Trustee accepts the Trust created herein. Except
as otherwise expressly required by clause (a) above, the Delaware Trustee shall not have
any duty or liability with respect to the administration of the Trust, the investment of the
Trust Property or the payment of dividends or other distributions of income or principal
to the Beneficial Owners.

(d) The Delaware Trustee shall not be liable for the acts or omissions of the Trustee, nor
shall the Delaware Trustee be liable for supervising or monitoring the performance and
the duties and obligations of the Trustee or the Trust under this Trust Agreement. The
Delaware Trustee shall not be personally liable under any circumstances, except for its
own willful misconduct, bad faith or gross negligence. In particular, but not by way of
limitation:

(i) the Delaware Trustee shall not be personally liable for any error of judgment made in
good faith, except to the extent such error of judgment constitutes gross negligence on its
part;

(ii) no provision of this Trust Agreement shall require the Delaware Trustee to expend or
risk its personal funds or otherwise incur any financial liability in the performance of its
rights or powers hereunder, if the Delaware Trustee shall have reasonable grounds for
believing that the payment of such funds or adequate indemnity against such risk or
liability is not reasonably assured or provided to it;

(iii) under no circumstances shall the Delaware Trustee be personally liable for any
representation, warranty, covenant, agreement, or indebtedness of the Trust;

(iv) the Delaware Trustee shall not be personally responsible for or in respect of the
validity or sufficiency of this Trust Agreement or for the due execution hereof by the
Trustee;

(v) the Delaware Trustee shall incur no liability to anyone in acting upon any signature,
instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or
other document or paper reasonably believed by it to be genuine and reasonably believed
by it to be signed by the proper party or parties. The Delaware Trustee may accept a
certified copy of a resolution of the board of directors or other governing body of any
corporate party as conclusive evidence that such resolution has been duly adopted by
such body and that the same is in full force and effect. As to any fact or matter the
manner of ascertainment of which is not specifically prescribed herein, the Delaware
Trustee may for all purposes hereof rely on a certificate, signed by the Trustee, as to such
fact or matter, and such certificate shall constitute full protection to the Delaware Trustee
for any action taken or omitted to be taken by it in good faith in reliance thereon;

(vi) in the exercise or administration of the Trust hereunder, the Delaware Trustee (a)
may act directly or through agents or attorneys pursuant to agreements entered into with
any of them, and the Delaware Trustee shall not be liable for the default or misconduct of
such agents or attorneys if such agents or attorneys shall have been selected by the
Delaware Trustee in good faith and with due care and (b) may consult with counsel,
accountants and other skilled persons to be selected by it in good faith and with due care
and employed by it, and it shall not be liable for anything done, suffered or omitted in
good faith by it in accordance with the advice or opinion of any such counsel,
accountants or other skilled persons; and

(vii) except as expressly provided in this Section, in accepting and performing the Trust
hereby created the Delaware Trustee acts solely as Delaware Trustee hereunder and not
in its individual capacity, and all persons having any claim against the Delaware Trustee
by reason of the transactions contemplated by this Trust Agreement or the Trust
Agreement shall look only to the Trust's property for payment or satisfaction thereof.

(e) The Delaware Trustee (or any successor Delaware Trustee) shall be entitled to receive
compensation from the Trustee or from the Trust for its services in accordance with such
schedules as shall have been separately agreed to from time to time by the Delaware
Trustee and the Trustee. The Delaware Trustee may consult with counsel (who may be
counsel for the Trustee or for the Delaware Trustee). The reasonable legal fees incurred
in connection with such consultation shall be reimbursed to the Delaware Trustee
pursuant to this Section, provided that no such fees shall be payable to the extent that
they are incurred as a result of the Delaware Trustee's gross negligence, bad faith or
willful misconduct.
(f) The Delaware Trustee shall serve for the duration of the Trust and until the earlier of
(i) the effective date of the Delaware Trustee's resignation, or (ii) the effective date of the
removal of the Delaware Trustee. The Delaware Trustee may resign at any time by giving
thirty (30) days written notice to the Trustee; provided, however, said resignation shall
not be effective until such time as a successor Delaware Trustee has accepted such
appointment. The Delaware Trustee may be removed at any time by the Trustee by
providing thirty (30) days written notice to the Delaware Trustee; provided, however,
such removal shall not be effective until such time as a successor Delaware Trustee has
accepted such appointment. Upon the resignation or removal of the Delaware Trustee, the
Trustee shall appoint a successor Delaware Trustee. If no successor Delaware Trustee
shall have been appointed and shall have accepted such appointment within forty five
(45) days after the giving of such notice of resignation or removal, the Delaware Trustee
may petition any court of competent jurisdiction for the appointment of a successor
Delaware Trustee. Any successor Delaware Trustee appointed pursuant to this Section
shall be eligible to act in such capacity in accordance with this Trust Agreement and,
following compliance with this Section, shall become fully vested with the rights,
powers, duties and obligations of its predecessor under this Trust Agreement, with like
effect as if originally named as Delaware Trustee.

(g) The Delaware Trustee or any officer, affiliate, director, employee, or agent of the
Delaware Trustee (each an "Indemnified Person") shall be entitled to indemnification
from the Trustee or the Trust, to the fullest extent permitted by law, from and against any
and all losses, claims, taxes, damages, reasonable expenses, and liabilities (including
liabilities under state or federal securities laws) of any kind and nature whatsoever
(collectively, "Expenses"), to the extent that such Expenses arise out of or are imposed
upon or asserted against such Indemnified Persons with respect to the creation, operation
or termination of the Trust, the execution, delivery or performance of this Trust
Agreement or the transactions contemplated hereby; provided, however, that the Trustee
and the Trust shall not be required to indemnify any Indemnified Person for any
Expenses which are a result of the willful misconduct, bad faith or gross negligence of
such Indemnified Person. The obligations of the Trustee and the Trust to indemnify the
Indemnified Persons as provided herein shall survive the termination of this Trust
Agreement.

(h) The Delaware Trustee shall not be obligated to give any bond or other security for the
performance of any of its duties hereunder.

17. Arbitration.

(a) The Trustee and each Investor may, at its sole election, require that the sole and
exclusive forum and remedy for resolution of a Claim be final and binding arbitration
pursuant to this paragraph 17 (the "Arbitration Provision"), unless a Investor opts out as
provided in subparagraph 17(b) below. As used in this Arbitration Provision, "Claim"
shall include any past, present, or future claim, dispute, or controversy involving the
Trustee (or persons claiming through or connected with Trustee) and/or Investors (or
persons claiming through or connected with Investors), relating to or arising out of this
Trust Agreement, any Note, the Terms of Use, the Site, and/or the activities or
relationships that involve, lead to, or result from any of the foregoing, including (except
to the extent provided otherwise in the last sentence of subparagraph 17(f) below) the
validity or enforceability of this Arbitration Provision, any part thereof, or the entire
Trust Agreement. Claims are subject to arbitration regardless of whether they arise from
contract tort (intentional or otherwise), a constitution, statute, common law, or principles
of equity, or otherwise. Claims include matters arising as initial claims, counter-claims,
cross-claims, third-party claims, or otherwise. The scope of this Arbitration Provision is
to be given the broadest possible interpretation that is enforceable.

(b) Any Investor may opt out of this Arbitration Provision for all purposes by sending an
arbitration opt out notice to LendingClub Corporation, 71 Stevenson St. Suite 300, San
Francisco, CA 94105, Attention: Loan Processing Department, that is received at the
specified address within 30 days of the date of such Investor's electronic acceptance of
the terms of this Trust Agreement. The opt out notice must clearly state that such Investor
is rejecting arbitration; identify this Trust Agreement and the date of the counterpart to
this Trust Agreement electronically signed by such Investor; provide such Investor's
name, address, and social security number; and be signed by such Investor. Each Investor
may send the opt out notice in any manner such Investor sees fit as long as it is received
at the specified address within the specified time. No other methods can be used to opt
out of this Arbitration Provision. If the opt out notice is sent on a Investor's behalf by a
third party, such third party must include evidence of his or her authority to submit the
opt out notice on such Investor's behalf.

(c) The party initiating arbitration shall do so with the American Arbitration Association
(the "AAA") or JAMS. The arbitration shall be conducted according to, and the location
of the arbitration shall be determined in accordance with, the rules and policies of the
administrator selected, except to the extent the rules conflict with this Arbitration
Provision or any countervailing law. In the case of a conflict between the rules and
policies of the administrator and this Arbitration Provision, this Arbitration Provision
shall control, subject to countervailing law, unless all parties to the arbitration consent to
have the rules and policies of the administrator apply.

(d) If the Trustee elects arbitration, the Trustee, in its corporate or personal capacity, shall
pay all the administrator's filing costs and administrative fees (other than hearing fees). lf
a Investor elects arbitration, filing costs and administrative fees (other than hearing fees)
shall be paid in accordance with the rules of the administrator selected, or in accordance
with countervailing law if contrary to the administrator's rules. The Trustee, in its
corporate or personal capacity, shall pay the administrator's hearing fees for one full day
of arbitration hearings. Fees for hearings that exceed one day will be paid by the party
requesting the hearing, unless the administrator's rules or applicable law require
otherwise, or the Investor requests that the Trustee pay them in its corporate or personal
capacity and the Trustee agrees to do so. Each party shall personally bear the expense of
its own attorneys' fees, except as otherwise permitted or provided by law. If a statute
gives an Investor the right to recover any of these fees, these statutory rights shall apply
in the arbitration notwithstanding anything to the contrary herein.

(e) Within 30 days of a final award by the arbitrator, any party may appeal the award for
reconsideration by a three-arbitrator panel selected according to the rules of the arbitrator
administrator. In the event of such an appeal, any opposing party may cross-appeal within
30 days after notice of the appeal. The panel will reconsider de novo all aspects of the
initial award that are appealed. Costs and conduct of any appeal shall be governed by this
Arbitration Provision and the administrator's rules, in the same way as the initial
arbitration proceeding. Any award by the individual arbitrator that is not subject to
appeal, and any panel award on appeal, shall be final and binding, except for any appeal
right under the Federal Arbitration Act ("FAA"), and may be entered as a judgment in
any court of competent jurisdiction.

(f) The Trustee agrees not to invoke its right to arbitrate an individual Claim that a
Investor may bring in Small Claims Court or an equivalent court, if any, so long as the
Claim is pending only in that court. NO ARBITRATION SHALL PROCEED ON A
CLASS, REPRESENTATIVE, OR COLLECTIVE BASIS (INCLUDING AS PRIVATE
ATTORNEY GENERAL ON BEHALF OF OTHERS), EVEN IF THE CLAIM OR
CLAIMS THAT ARE THE SUBJECT OF THE ARBITRATION HAD PREVIOUSLY
BEEN ASSERTED (OR COULD HAVE BEEN ASSERTED) IN A COURT AS CLASS
REPRESENTATIVE, OR COLLECTIVE ACTIONS IN A COURT. Unless consented to
in writing by all parties to the arbitration, no party to the arbitration may join,
consolidate, or otherwise bring claims for or on behalf of two or more individuals or
unrelated corporate entities in the same arbitration unless those persons are parties to a
single transaction. Unless consented to in writing by all parties to the arbitration, an
award in arbitration shall determine the rights and obligations of the named parties only,
and only with respect to the claims in arbitration, and shall not (a) determine the rights,
obligations, or interests of anyone other than a named party, or resolve any Claim of
anyone other than a named party; nor (b) make an award for the benefit of, or against,
anyone other than a named party. No administrator or arbitrator shall have the power or
authority to waive, modify, or fail to enforce this subparagraph 17(f), and any attempt to
do so, whether by rule, policy, arbitration decision or otherwise, shall be invalid and
unenforceable. Any challenge to the validity of this paragraph 17(f) shall be determined
exclusively by a court and not by the administrator or any arbitrator.
(g) This Arbitration Provision is made pursuant to a transaction involving interstate
commerce and shall be governed by and enforceable under the FAA. The arbitrator will
apply substantive law consistent with the FAA and applicable statutes of limitations. The
arbitrator may award damages or other types of relief permitted by applicable substantive
law, subject to the limitations set forth in this Arbitration Provision. The arbitrator will
not be bound by judicial rules of procedure and evidence that would apply in a court. The
arbitrator shall take steps to reasonably protect confidential information.

(h) This Arbitration Provision shall survive (i) suspension, termination, revocation,
closure, or amendments to this Trust Agreement and the relationship of the Trustee and
the Investors; (ii) the bankruptcy or insolvency of any party or other person; and (iii) any
transfer of any loan or promissory note(s) which a Investor owes, or any amounts owed
on such loans or notes, to any other person or entity. If any portion of this Arbitration
Provision other than subparagraph 17(f) is deemed invalid or unenforceable, the
remaining portions of this Arbitration Provision shall nevertheless remain valid and in
force. If an arbitration is brought on a class, representative, or collective basis, and the
limitations on such proceedings in subparagraph 17(f) are finally adjudicated pursuant to
the last sentence of subparagraph 17(f) to be unenforceable, then no arbitration shall be
had. In no event shall any invalidation be deemed to authorize an arbitrator to determine
Claims or make awards beyond those authorized in this Arbitration Provision.

EACH PARTY TO THIS TRUST AGREEMENT, INCLUDING BUT NOT LIMITED
TO EACH PARTY TO A COUNTERPART OF THIS TRUST AGREEMENT,
ACKNOWLEDGES THAT THEY HAVE A RIGHT TO LITIGATE CLAIMS
THROUGH A COURT BEFORE A JUDGE, BUT WILL NOT HAVE THAT RIGHT IF
ANY PARTY ELECTS ARBITRATION PURSUANT TO THIS ARBITRATION
PROVISION. THE PARTIES HEREBY KNOWINGLY AND VOLUNTARILY
WAIVE THEIR RIGHTS TO LITIGATE SUCH CLAIMS IN A COURT BEFORE A
JUDGE UPON ELECTION OF ARBITRATION BY ANY PARTY.
18. Waiver of Jury Trial. THE PARTIES HERETO WAIVE A TRIAL BY JURY IN
ANY LITIGATION RELATING TO ANY CLAIM (AS DEFINED IN THE
ARBITRATION SECTION).

19. Governing Law. The validity and construction of this Trust Agreement and the Trust
created hereunder shall be governed by the laws of the State of Delaware without regard
to any principle of conflict of laws that would require or permit the application of the
laws of any other jurisdiction, and the administration of the Trust hereunder shall be
governed by said laws except with respect to such assets as are required by the law
controlling to be governed by the laws of some other jurisdiction.

20. Application to Successors. This Trust Agreement shall extend to and be binding
upon the successors, executors, administrators and assigns of each of the Trustee, the
Delaware Trustee and the Investors.

				
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