Preview
FILED: WESTCHESTER COUNTY CLERK 06/06/2024 03:08 PM INDEX NO. 63630/2024
NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 06/06/2024
Exhibit B
FILED: WESTCHESTER COUNTY CLERK 06/06/2024 03:08 PM INDEX NO. 63630/2024
DocuSIgn Envelope lD:
BG3628CC-CEFB-4704-AE5E-9200E9D47105
NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 06/06/2024
BILL OFSALE
LendingClub Corporation, a Delaware corporation and Accelerated
("LendingClub") Inventory
Management, LLC, a Delaware limited liability company ("Buyer") executed an Account Purchase Agreement -
Forward Flow dated as of December20, 2022 ("Agreement"). The terms of the Agreement will govern this Bill
of Sale and any capitalized but undefined terms herein will have the meanings given to such
terms in the Agreement.
For value received and in further consideration of the mutual covenants and
conditions set forth in the
Agreement, the Investors referenced in the data file named Lot23-500_LendingClub_FinalData.xlsx
and deliver(s) to Buyer, its successors and assigns, without hereby
transfer(s), sell(s), conveys(s), grant(s), recourse except
as set forth in the Agreement, to the extent of its
ownership, the Accounts as set forth in the Account Schedule
attached hereto as Exhibit I delivered by Seller to Buyer on the
Closing Date, and as further described in the
Agreement.
Pursuant to the Agreement, on May 30, 2023, the
Closing Date, each Investor will sell (or cause to be
a pool of Accounts held by such Investors and described in the Account Schedule attached sold)
to this Bill of Sale.
LendingClub represents and warrants that each of the undersigned Investors (other
than LendingClub,
where LendingClub is the Investor) has executed a limited power of
attorney between such Investor and
LendingClub wherein a designated power is for LendingClub to act as attorney-in-fact for such Investor and to
execute this Bill of Sale on behalf of such Investor and take
any action and execute any instruments or documents
that LendingClub may deem reasonably
necessary or advisable in connection with the transfers contemplated
thereby,
Lot Number: 23-500
Total Unpaid Balance:
Numberof Accounts:
DATED: May 30, 2023
LCLegalReviewed
SELLER: LC Trust I
By: LENDINGCLUBCORPORATION,
as Administrator
Title: Chief Administrative Officer
SELLER: LendingClub Corporation
Title: Chief Administrative Officer
FILED: WESTCHESTER COUNTY CLERK 06/06/2024 03:08 PM INDEX NO. 63630/2024
DocuSlgn
NYSCEF DOC.Envelope
NO. 3ID: B93628CC-CEFB-4704-AE5E-9200E9D47105 RECEIVED NYSCEF: 06/06/2024
SELLER:
By: LENDINGCLUBCORPORATION,
as attorney-in-fact
Name ini Brandon Page
Title: Chief Administrative Officer
SELLER:
By: LENDINGCLUBCORPORATION,
as attorney-in-fact
Natne5tint): Brandon#ace
Title: Chief Administrative Officer
SELLER:
By: LENDINGCLUBCORPORATION,
as attorney-in-fact
NeneI H randon Pace
Title: Chief Administrative Officer
SELLER:
By: LENDINGCLUBCORPORATION,
as attorney-in-fact
Name(pr Ïnp flSrándon Paÿe
Title: Chief Administrative Officer
SELLER:
By: LENDINGCLUBCORPORATION,
as attorney-in-fact
Name(print): Brandpn Pace
Title: Chief Administrative Officer
SELLER: Len din g Cl ub Bank
By: LEND1NGCLUB
CORPORATION,
as attorney-in-fact
By
Name(print): Brandon Pace
Title: Chief Administrative Officer
FILED: WESTCHESTER COUNTY CLERK 06/06/2024 03:08 PM INDEX NO. 63630/2024
NYSCEF DOC.
DocuSIgn NO. ID:3 B93828CC-CEFB-4704-AESE-9200E9D47105
Envelope RECEIVED NYSCEF: 06/06/2024
SELLER: LendingClub Loan Certificate Issuer Trust Series
2022-NP5
By: LENDINGCLUBCORPORATION,
as attorney-in-fact
Narn pH%513randon Pace
Title: Chief Administrative Officer
SELLER: LendingClub Loan Certificate Issuer Trust Series
2022-P4
By: LENDINGCLUBCORPORATION,
as attorney-in-fact
Namelpfint) Branden Pace
Title: Chief Administrative Officer
SELLER: LendingClub Loan Certificate Issuer Trust,
Series 2022-LCX1
By: LENDINGCLUBCORPORATION,
as attorney-in-fact
No I nt Érandý Pace
Title: Chief Administrative Officer
SELLER: LendingClub Loan Certificate Issuer Trust,
Series 2022-LCX2
By: LENDINGCLUBCORPORATION,
as attorney-in-fact
Naine pDÏ1CBrandonPade
Title: Chief Administrative Officer
SELLER: LendingClub Loan Certificate Issuer Trust,
Series 2022-LCX3
By: LENDINGCLUBCORPORATION,
as attorney-in-fact
Nam priÎÎt randon Pace
Title: Chief Administrative Officer
SELLER: LendingClub Loan Certificate Issuer Trust,
Series 2022-LCX4
By: LENDINGCLUBCORPORATION,
as attorney-in-fact
By: "S
Nan ri Brandon Pace
Title: Chief Administrative Officer
FILED: WESTCHESTER COUNTY CLERK 06/06/2024 03:08 PM INDEX NO. 63630/2024
NYSCEF DOC.
DocuSign NO. ID:3 B93628CC-CEFB-4704-AESE-9200E9D47105
Envelope RECEIVED NYSCEF: 06/06/2024
SELLER: LendingClub Loan Certificate Issuer Trust,
2022-NP1
Series
By: LENDINGCLUBCORPORATION,
as attorney-in-fact
Nametp { t)Ï Brandon Pace
Title: Chief Administrative Officer
SELLER: LendingClub Loan Certificate Issuer Trust,
Series 2022-NP2
By: LENDINGCLUBCORPORATION,
as attorney-in-fact
By;
Name int Ï3randon Page
Title: Chief Administrative Officer
SELLER: LendingClub Loan Certificate Issuer Trust,
Series 2022-NP3
By: LENDINGCLUBCORPORATION,
as attorney-in-fact
Name ptirít):Brandsface
Title: Chief Administrative Officer
SELLER: LendingClub Loan Certificate Issuer Trust,
Series 2022-NP4
By: LENDINGCLUBCORPORATION,
as attorney-in-fact
Nam brandonPace
Title: Chief Administrative Officer
SELLER: LendingClub Loan Certificate Issuer Trust,
Series 2022-NP6
By: LENDINGCLUBCORPORATION,
as attorney-in-fact
Naine(print);Brandon Pace
Title: Chief Administrative Officer
FILED: WESTCHESTER COUNTY CLERK 06/06/2024 03:08 PM INDEX NO. 63630/2024
DocuSign
NYSCEF DOC.Envelope
NO. 3ID: B93828CC-CEFB-4704-AESE-9200E9D47105 RECEIVED NYSCEF: 06/06/2024
SELLER: LendingClub Loan Certificate Issuer Trust,
2022-P3
Series
By: LENDINGCLUBCORPORATION,
as attorney-in-fact
By:
Name HE :Ïrandon Pace
Title: Chief Administrative Officer
SELLER: LendingClub Loan Certificate 1ssuer Trust,
2022-P5
Series
By: LENDINGCLUBCORPORATION,
as attorney-in-fact
Nam (WH Ö Ilrandon Pace
Title: Chief Administrative Officer
SELLER: LendingClub Loan Certificates Issuer Trust,
2021-NP1
Series
By: LENDINGCLUBCORPORATION,
as attorney-in-fact
Title: Chief Administrative Officer
SELLER: LendingClub Loan Certificates Issuer Trust,
2022-P1
Series
By: LENDINGCLUBCORPORATION,
as attorney-in-fact
Bý
N m((print) Brandon Pnce
Title: Chief Administrative Officer
SELLER: LendingClub Loan Certificates Issuer Trust,
Series 2022-P2
By: LENDINGCLUBCORPORATION,
as attorney-in-fact
By
Name(print): Brandon Race
Title: Chief Administrative Officer
SELLER: LendingClub Receivables Trust
By: LENDINGCLUBCORPORATION,
as attorney-in-fact
Name.(p ) Brandon Pace
Title: Chief Administrative Officer
FILED: WESTCHESTER COUNTY CLERK 06/06/2024 03:08 PM INDEX NO. 63630/2024
NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 06/06/2024
Lot23-500_LENDINGCLUB-FINALDATA.XLSX
ame Issued Date ChargeOffDate Payoff Amt
I I
I I
FILED: WESTCHESTER COUNTY CLERK 06/06/2024 03:08 PM INDEX NO. 63630/2024
NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 06/06/2024
I IM I
I IM I
Fenton N Soliz
IM 4/17/2023 $
M
20,854.71
I
IM I
M
I I
M
I I I
M
I I
I I
I I
IM
I I I I
I I I
I I I I
I I I I
I I I
M
I I
I I
I
M M I
FILED: WESTCHESTER COUNTY CLERK 06/06/2024 03:08 PM INDEX NO. 63630/2024
NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 06/06/2024
CERTIFICATEOF LOANSALE
WebBank, a Utah-chartered industrial bank located in Salt Lake City, Utah ("Transferor"), hereby
certifies that:
1, Transferor originates loans that are serviced by LendingClub Corporation
("Transferee").
2. Each of the loans identifiedby loan number on the attached Exhibit A (each, a
"Loan") was originated by WebBank.
3. Within 10 business days of such origination, Transferor transferred or otherwise
conveyed to Transferee each Loan identified on Exhibit A.
4. Transferor conveyed to such Transferee all of Transferor's right, title and interest in each
Loan subject to no prior security interest in favor of any other creditor of Transferor.
5, LendingClub was the servicer of each Loan from the origination of the Loan to the
sale by Transferor to any such Transferee. In its role as servicer of the Loan, during
the period Transferor owned the Loan, LendingClub kept and maintained business
records on behalf of Transferor in the regular course of business.
WEBBANK
Title: SVPSP Overnight
Date: nnnnnns
Preview
FILED: WESTCHESTER COUNTY CLERK 06/06/2024 03:08 PM INDEX NO. 63630/2024 NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 06/06/2024 Exhibit B FILED: WESTCHESTER COUNTY CLERK 06/06/2024 03:08 PM INDEX NO. 63630/2024 DocuSIgn Envelope lD: BG3628CC-CEFB-4704-AE5E-9200E9D47105 NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 06/06/2024 BILL OFSALE LendingClub Corporation, a Delaware corporation and Accelerated ("LendingClub") Inventory Management, LLC, a Delaware limited liability company ("Buyer") executed an Account Purchase Agreement - Forward Flow dated as of December20, 2022 ("Agreement"). The terms of the Agreement will govern this Bill of Sale and any capitalized but undefined terms herein will have the meanings given to such terms in the Agreement. For value received and in further consideration of the mutual covenants and conditions set forth in the Agreement, the Investors referenced in the data file named Lot23-500_LendingClub_FinalData.xlsx and deliver(s) to Buyer, its successors and assigns, without hereby transfer(s), sell(s), conveys(s), grant(s), recourse except as set forth in the Agreement, to the extent of its ownership, the Accounts as set forth in the Account Schedule attached hereto as Exhibit I delivered by Seller to Buyer on the Closing Date, and as further described in the Agreement. Pursuant to the Agreement, on May 30, 2023, the Closing Date, each Investor will sell (or cause to be a pool of Accounts held by such Investors and described in the Account Schedule attached sold) to this Bill of Sale. LendingClub represents and warrants that each of the undersigned Investors (other than LendingClub, where LendingClub is the Investor) has executed a limited power of attorney between such Investor and LendingClub wherein a designated power is for LendingClub to act as attorney-in-fact for such Investor and to execute this Bill of Sale on behalf of such Investor and take any action and execute any instruments or documents that LendingClub may deem reasonably necessary or advisable in connection with the transfers contemplated thereby, Lot Number: 23-500 Total Unpaid Balance: Numberof Accounts: DATED: May 30, 2023 LCLegalReviewed SELLER: LC Trust I By: LENDINGCLUBCORPORATION, as Administrator Title: Chief Administrative Officer SELLER: LendingClub Corporation Title: Chief Administrative Officer FILED: WESTCHESTER COUNTY CLERK 06/06/2024 03:08 PM INDEX NO. 63630/2024 DocuSlgn NYSCEF DOC.Envelope NO. 3ID: B93628CC-CEFB-4704-AE5E-9200E9D47105 RECEIVED NYSCEF: 06/06/2024 SELLER: By: LENDINGCLUBCORPORATION, as attorney-in-fact Name ini Brandon Page Title: Chief Administrative Officer SELLER: By: LENDINGCLUBCORPORATION, as attorney-in-fact Natne5tint): Brandon#ace Title: Chief Administrative Officer SELLER: By: LENDINGCLUBCORPORATION, as attorney-in-fact NeneI H randon Pace Title: Chief Administrative Officer SELLER: By: LENDINGCLUBCORPORATION, as attorney-in-fact Name(pr Ïnp flSrándon Paÿe Title: Chief Administrative Officer SELLER: By: LENDINGCLUBCORPORATION, as attorney-in-fact Name(print): Brandpn Pace Title: Chief Administrative Officer SELLER: Len din g Cl ub Bank By: LEND1NGCLUB CORPORATION, as attorney-in-fact By Name(print): Brandon Pace Title: Chief Administrative Officer FILED: WESTCHESTER COUNTY CLERK 06/06/2024 03:08 PM INDEX NO. 63630/2024 NYSCEF DOC. DocuSIgn NO. ID:3 B93828CC-CEFB-4704-AESE-9200E9D47105 Envelope RECEIVED NYSCEF: 06/06/2024 SELLER: LendingClub Loan Certificate Issuer Trust Series 2022-NP5 By: LENDINGCLUBCORPORATION, as attorney-in-fact Narn pH%513randon Pace Title: Chief Administrative Officer SELLER: LendingClub Loan Certificate Issuer Trust Series 2022-P4 By: LENDINGCLUBCORPORATION, as attorney-in-fact Namelpfint) Branden Pace Title: Chief Administrative Officer SELLER: LendingClub Loan Certificate Issuer Trust, Series 2022-LCX1 By: LENDINGCLUBCORPORATION, as attorney-in-fact No I nt Érandý Pace Title: Chief Administrative Officer SELLER: LendingClub Loan Certificate Issuer Trust, Series 2022-LCX2 By: LENDINGCLUBCORPORATION, as attorney-in-fact Naine pDÏ1CBrandonPade Title: Chief Administrative Officer SELLER: LendingClub Loan Certificate Issuer Trust, Series 2022-LCX3 By: LENDINGCLUBCORPORATION, as attorney-in-fact Nam priÎÎt randon Pace Title: Chief Administrative Officer SELLER: LendingClub Loan Certificate Issuer Trust, Series 2022-LCX4 By: LENDINGCLUBCORPORATION, as attorney-in-fact By: "S Nan ri Brandon Pace Title: Chief Administrative Officer FILED: WESTCHESTER COUNTY CLERK 06/06/2024 03:08 PM INDEX NO. 63630/2024 NYSCEF DOC. DocuSign NO. ID:3 B93628CC-CEFB-4704-AESE-9200E9D47105 Envelope RECEIVED NYSCEF: 06/06/2024 SELLER: LendingClub Loan Certificate Issuer Trust, 2022-NP1 Series By: LENDINGCLUBCORPORATION, as attorney-in-fact Nametp { t)Ï Brandon Pace Title: Chief Administrative Officer SELLER: LendingClub Loan Certificate Issuer Trust, Series 2022-NP2 By: LENDINGCLUBCORPORATION, as attorney-in-fact By; Name int Ï3randon Page Title: Chief Administrative Officer SELLER: LendingClub Loan Certificate Issuer Trust, Series 2022-NP3 By: LENDINGCLUBCORPORATION, as attorney-in-fact Name ptirít):Brandsface Title: Chief Administrative Officer SELLER: LendingClub Loan Certificate Issuer Trust, Series 2022-NP4 By: LENDINGCLUBCORPORATION, as attorney-in-fact Nam brandonPace Title: Chief Administrative Officer SELLER: LendingClub Loan Certificate Issuer Trust, Series 2022-NP6 By: LENDINGCLUBCORPORATION, as attorney-in-fact Naine(print);Brandon Pace Title: Chief Administrative Officer FILED: WESTCHESTER COUNTY CLERK 06/06/2024 03:08 PM INDEX NO. 63630/2024 DocuSign NYSCEF DOC.Envelope NO. 3ID: B93828CC-CEFB-4704-AESE-9200E9D47105 RECEIVED NYSCEF: 06/06/2024 SELLER: LendingClub Loan Certificate Issuer Trust, 2022-P3 Series By: LENDINGCLUBCORPORATION, as attorney-in-fact By: Name HE :Ïrandon Pace Title: Chief Administrative Officer SELLER: LendingClub Loan Certificate 1ssuer Trust, 2022-P5 Series By: LENDINGCLUBCORPORATION, as attorney-in-fact Nam (WH Ö Ilrandon Pace Title: Chief Administrative Officer SELLER: LendingClub Loan Certificates Issuer Trust, 2021-NP1 Series By: LENDINGCLUBCORPORATION, as attorney-in-fact Title: Chief Administrative Officer SELLER: LendingClub Loan Certificates Issuer Trust, 2022-P1 Series By: LENDINGCLUBCORPORATION, as attorney-in-fact Bý N m((print) Brandon Pnce Title: Chief Administrative Officer SELLER: LendingClub Loan Certificates Issuer Trust, Series 2022-P2 By: LENDINGCLUBCORPORATION, as attorney-in-fact By Name(print): Brandon Race Title: Chief Administrative Officer SELLER: LendingClub Receivables Trust By: LENDINGCLUBCORPORATION, as attorney-in-fact Name.(p ) Brandon Pace Title: Chief Administrative Officer FILED: WESTCHESTER COUNTY CLERK 06/06/2024 03:08 PM INDEX NO. 63630/2024 NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 06/06/2024 Lot23-500_LENDINGCLUB-FINALDATA.XLSX ame Issued Date ChargeOffDate Payoff Amt I I I I FILED: WESTCHESTER COUNTY CLERK 06/06/2024 03:08 PM INDEX NO. 63630/2024 NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 06/06/2024 I IM I I IM I Fenton N Soliz IM 4/17/2023 $ M 20,854.71 I IM I M I I M I I I M I I I I I I IM I I I I I I I I I I I I I I I I I I M I I I I I M M I FILED: WESTCHESTER COUNTY CLERK 06/06/2024 03:08 PM INDEX NO. 63630/2024 NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 06/06/2024 CERTIFICATEOF LOANSALE WebBank, a Utah-chartered industrial bank located in Salt Lake City, Utah ("Transferor"), hereby certifies that: 1, Transferor originates loans that are serviced by LendingClub Corporation ("Transferee"). 2. Each of the loans identifiedby loan number on the attached Exhibit A (each, a "Loan") was originated by WebBank. 3. Within 10 business days of such origination, Transferor transferred or otherwise conveyed to Transferee each Loan identified on Exhibit A. 4. Transferor conveyed to such Transferee all of Transferor's right, title and interest in each Loan subject to no prior security interest in favor of any other creditor of Transferor. 5, LendingClub was the servicer of each Loan from the origination of the Loan to the sale by Transferor to any such Transferee. In its role as servicer of the Loan, during the period Transferor owned the Loan, LendingClub kept and maintained business records on behalf of Transferor in the regular course of business. WEBBANK Title: SVPSP Overnight Date: nnnnnns