SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

_____________________________

FORM T-1

STATEMENT OF ELIGIBILITY

UNDER THE TRUST INDENTURE ACT OF 1939 OF A

CORPORATION DESIGNATED TO ACT AS TRUSTEE

_____________________________

 CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b) (2)

Delaware Trust Company

(Exact name of trustee as specified in its charter)

Delaware	51-0011500
(Jurisdiction of incorporation or organization if not a U.S. national bank)	(I.R.S. Employer Identification No.)
2711 Centerville Road Wilmington, Delaware	19808
(Address of principal executive offices)	(Zip code)

Corporation Service Company

2711 Centerville Road

Wilmington, Delaware

(800) 927-9801

(Name, address and telephone number of agent for service)

_____________________________

LendingClub Corporation

(Exact name of obligor as specified in its charter)

Delaware	51-0605731
(State or other jurisdiction of incorporation of organization)	(I.R.S. Employer Identification No.)
71 Stevenson St., Suite 300  San Francisco, California	94105
(Address of principal executive offices)	(Zip code)

_____________________________

Member Payment Dependent Notes

(Title of the indenture securities)

Item 1. General Information.

Furnish the following information as to the trustee:

(a) Name and address of each examining or supervising authority to which it is subject.

Office of the State Banking Commissioner

State of Delaware

555 East Loockerman Street

Dover, DE 19901

(b) Whether it is authorized to excercise corporate trust powers.

The trustee is authorized to exercise corporate trust powers.

Item 2. Affiliations with Obligor.

If the obligor is an affiliate of the trustee, describe each such affiliation.

None with respect to the trustee.

Items 3-14.

No responses are included for Items 3–14 because the obligor is not in default as provided under Item 13.

Item 15. Foreign Trustee.

Not applicable.

Item 16. List of Exhibits

List below all exhibits filed as part of this Statement of Eligibility.

Exhibit 1. A copy of the Articles of Association of the trustee now in effect is contained in the Certificate of Incorporation.

Exhibit 2. A copy of the Certificate of Incorporation.

Exhibit 3. See Exhibit 2.

Exhibit 4. A copy of by-laws of the trustee as now in effect.

Exhibit 5. Not applicable.

Exhibit 6. The consent of the trustee required by Section 321(b) of the Act.

Exhibit 7. A copy of the latest report of condition of the trustee published pursuant to law or the requirements of its supervising or examining authority.

Exhibit 8. Not applicable.

Exhibit 9. Not applicable.

Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Delaware Trust Company, a non-depository trust company and corporation duly organized and existing under the laws of Delaware, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Wilmington and State of Delaware on the 3^rd day of May 2017.

DELAWARE TRUST COMPANY

/s/ William G. Popeo

Name: William G. Popeo

Title: President & CEO

EXHIBIT 6

May 3, 2017

Securities and Exchange Commission

Washington, D.C.  20549

Gentlemen:

In accordance with Section 321(b) of the Trust Indenture Act of 1939, as amended, the undersigned hereby consents that reports of examination of the undersigned made by Federal, State, Territorial, or District authorities authorized to make such examination may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor.

Very truly yours,

DELAWARE TRUST COMPANY

/s/ William G. Popeo    

Name: William G. Popeo

Title: President & CEO

EXHIBIT 7

Report of Condition of

Delaware Trust Company

of 2711 Centerville Road, Suite 200, Wilmington, Delaware 19808

at the close of business March 31, 2017, filed in accordance with 5 Del. Laws, c.9, §904

	Dollar Amounts In Thousands
ASSETS
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin	$	—
Interest-bearing balances	2,621
Securities:
Held-to-maturity securities	—
Available-for-sale securities	—
Federal funds sold and securities purchased under agreements to resell:
Federal funds sold in domestic offices	—
Securities purchased under agreements to resell	—
Loans and lease financing receivables:
Loans and leases held for sale	—
Loans and leases, net of unearned income	—
LESS: Allowance for loan and lease losses	—
Loans and leases, net of unearned income and allowance	—
Trading Assets	—
Premises and fixed assets (including capitalized leases)	—
Other real estate owned	—
Investments in unconsolidated subsidiaries and associated companies	—
Direct and indirect investments in real estate ventures	—
Intangible assets
Goodwill	—
Other intangible assets	1,610
Other assets	108,223
Total assets	$	112,454

	Dollar Amounts In Thousands
LIABILITIES
Deposits:
In domestic offices
Noninterest-bearing	$	—
Interest-bearing	—
In domestic offices
Noninterest-bearing	—
Interest-bearing	—
Federal funds purchased and securities sold under agreements to repurchase:
Federal funds purchased in domestic offices
Securities sold under agreements to repurchase	—
Trading liabilities	—
Other borrowed money	—
(includes mortgage indebtedness and obligations under capitalized leases)
Subordinated notes and debentures	—
Other liabilities	2,021
Total liabilities	$	2,021
EQUITY CAPITAL
Perpetual preferred stock and related surplus	$	—
Common stock	500
Surplus (exclude all surplus related to preferred stock)	105,501
Retained earnings	4,432
Accumulated other comprehensive income	—
Other equity capital components	—
Total institution equity capital	110,433
Noncontrolling (minority) interests in consolidated subsidiaries	—
Total equity capital	110,433
Total liabilities, and equity capital	$	112,454

I, Thomas C. Porth, CFO of the above-named State Non-Depository Trust Company, do hereby declare that this Report of Condition has been prepared in conformance with the instructions issued by the appropriate State regulatory authority and is true to the best of my knowledge and belief.

/s/ Thomas C. Porth    

Thomas C. Porth

CFO

We, the undersigned directors, attest to the correctness of this Report of Condition and declare that it has been examined by us and to the best of our knowledge and belief has been prepared in conformance with the instructions issued by the appropriate State regulatory authority and is true and correct.

/s/ William G. Popeo	/s/ Ian R. McConnel
William G. Popeo	Ian R. McConnel