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 (I.R.S. Employer not a U.S. national bank) Identification No.) 251 Little Falls Drive 19808 Wilmington, Delaware (Address of principal executive offices) (Zip code) Corporation Service Company 251 Little Falls Drive Wilmington, Delaware (800) 927-9801 (Name, address and telephone number of agent for service) _____________________________ Prosper Funding LLC (Exact name of obligor as specified in its charter) Delaware 45-4526070 (State or other jurisdiction of incorporation of (I.R.S. Employer organization) Identification No.) 221 Main Street, 3rd Floor, San Francisco, CA 94105 (Address of principal executive offices) (Zip code) _____________________________ Borrower 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 exercise 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 a 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.

EXHIBIT 7 Report of Condition of Delaware Trust Company of 251 Little Falls Drive, Wilmington, Delaware 19808 at the close of business March 31, 2018, 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 2,150 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 0 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 1,528 Other assets 108,481 Total assets 112,159 Dollar Amounts In Thousands LIABILITIES Deposits: In domestic offices Noninterest-bearing Interest-bearing In foreign offices, Edge and Agreement subsidiaries, and IBFs 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