LendingClub Warehouse II LLC, a wholly-owned subsidiary of LendingClub Corporation, entered into a Warehouse Credit Agreement with certain lenders from time to time party thereto, JPMorgan Chase Bank, N.A. as administrative agent, and Wilmington Trust, National Association as collateral trustee and as paying agent. Pursuant to the Warehouse Agreement, the Lenders agree to provide a $200 million secured revolving credit facility to Warehouse, which Warehouse may draw upon from the Credit Facility closing date until the earlier of March 23, 2020 or another event that constitutes a “Commitment Terminate Date” under the Warehouse Agreement. Proceeds under the Credit Facility may only be used to purchase certain unsecured consumer loans from the Company and related rights and documents and pay fees and expenses related to the Credit Facility.
 
In connection with the Warehouse Agreement, on January 23, 2018, Warehouse also entered into a Security Agreement with the Administrative Agent and the Collateral Trustee. The Credit Facility is secured by a first priority lien and security interest in all of Warehouse’s assets. The Warehouse Agreement and Security Agreement contain customary representations and warranties, as well as affirmative and negative covenants. The covenants include restrictions on Warehouse’s ability to make certain restricted payments, including restrictions on Warehouse’s ability to pay dividends, incur indebtedness, place liens on assets, merge or consolidate, make investments and enter into certain affiliate transactions. In addition, the Warehouse Agreement contains customary indemnification provisions pursuant to which Warehouse will indemnify the Lenders and affiliated parties for certain losses arising out of the Warehouse Agreement and certain other matters. The Warehouse Agreement also contains customary events of default.