Prosper Funding LLC - FORM S-1/A - EX-25.1 - EXHIBIT 25.1 - April 20, 2012

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S-1/A - FORM S-1/A - Prosper Funding LLCpfllcdsd1da4d2012.htm
EX-3.2 - EXHIBIT 3.2 - Prosper Funding LLCpllcex3d2.htm
EX-10.5 - EXHIBIT 10.5 - Prosper Funding LLCpllcex10d5.htm
EX-23.1 - EXHIBIT 23.1 - Prosper Funding LLCpllcex23d1.htm
 
Exhibit 25.1
 
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)

WELLS FARGO BANK, NATIONAL ASSOCIATION
(Exact name of trustee as specified in its charter)

 
A National Banking Association
94-1347393
(Jurisdiction of incorporation or organization if not a U.S. national bank)
(I.R.S. Employer Identification No.)
           
           
             
101 North Phillips Avenue, Sioux Falls, South Dakota
57104
(Address of principal executive offices)
(Zip code)

Wells Fargo & Company
Law Department, Trust Section
MAC N9305-175
Sixth Street and Marquette Avenue, 17th Floor
Minneapolis, Minnesota 55479
(612) 667-4608
(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 organization)
(I.R.S. Employer Identification No.)
           
           
             
111 Sutter Street, 22nd Floor, San Francisco, California
94104
(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.

 
Comptroller of the Currency
 
Treasury Department
 
Washington, D.C.

 
Federal Deposit Insurance Corporation
 
Washington, D.C.

 
Federal Reserve Bank of San Francisco
 
San Francisco, California 94120

 
(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.

No responses are included for Items 3-14 of this Form T-1 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.*
 

Exhibit 2.
A copy of the Comptroller of the Currency Certificate of Corporate Existence and Fiduciary Powers for Wells Fargo Bank, National Association, dated February 4, 2004.**
 
 

Exhibit 3.
See Exhibit 2

Exhibit 4.
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.



 
 
 
 
*      Incorporated by reference to the exhibit of the same number to the trustee’s Form T-1 filed as exhibit 25 to the Form S-4 dated December 30, 2005 of file number 333-130784-06.

**      Incorporated by reference to the exhibit of the same number to the trustee’s Form T-1 filed as exhibit 25 to the Form T-3 dated March 3, 2004 of file number 022-28721.

*** Incorporated by reference to the exhibit of the same number to the trustee’s Form T-1 filed as exhibit 25 to the Form S-4 dated May 26, 2005 of file number 333-125274.




 
 
 


SIGNATURE


Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Wells Fargo Bank, National Association, a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of New York and State of New York on the 11th day of April, 2012.






WELLS FARGO BANK, NATIONAL ASSOCIATION


/s/  Raymond Delli Colli                                           
Raymond Delli Colli
Vice President




 
 
 
 
EXHIBIT 6




April 11, 2012



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,

WELLS FARGO BANK, NATIONAL ASSOCIATION


/s/  Raymond Delli Colli                                           
Raymond Delli Colli Vice President
 
 
 
 
 
 
 
 
 
Consolidated Report of Condition of

Wells Fargo Bank National Association
of 101 North Phillips Avenue, Sioux Falls, SD 57104
And Foreign and Domestic Subsidiaries,
at the close of business December 31, 2011, filed in accordance with 12 U.S.C. §161 for National Banks.
             
Dollar Amounts
             
In Millions
               
ASSETS
              
Cash and balances due from depository institutions:
          
 
Noninterest-bearing balances and currency and coin
        
$19,751
 
Interest-bearing balances
        
23,384
Securities:
              
 
Held-to-maturity securities
        
0
 
Available-for-sale securities
        
195,800
Federal funds sold and securities purchased under agreements to resell:
          
                                                                 Federal funds sold in domestic offices
        
4,151
                                                                 Securities purchased under agreements to resell
        
23,225
Loans and lease financing receivables:
          
 
Loans and leases held for sale
        
28,417
 
Loans and leases, net of unearned income
        
711,276
 
LESS: Allowance for loan and lease losses
        
16,360
 
Loans and leases, net of unearned income and allowance
        
694,916
Trading Assets
          
56,692
Premises and fixed assets (including capitalized leases)
        
7,977
Other real estate owned
          
4,485
Investments in unconsolidated subsidiaries and associated companies
        
607
Direct and indirect investments in real estate ventures
        
99
Intangible assets
            
 
Goodwill
          
21,252
 
Other intangible assets
          
22,891
Other assets
          
57,843
               
Total assets
          
$1,161,490
             
 
LIABILITIES
            
Deposits:
              
 
In domestic offices
          
$832,749
   
Noninterest-bearing
    
234,375
    
   
Interest-bearing
    
598,374
    
 
In foreign offices, Edge and Agreement subsidiaries, and IBFs
        
72,904
   
Noninterest-bearing
    
2,140
    
   
Interest-bearing
    
70,764
    
Federal funds purchased and securities sold under agreements to repurchase:
          
              Federal funds purchased in domestic offices
        
2,591
              Securities sold under agreements to repurchase
        
13,050
 
 
 
 
 
 
 
               Dollar Amounts
             
In Millions
               
               
Trading liabilities
          
23,460
Other borrowed money
            
 
(includes mortgage indebtedness and obligations under capitalized leases)
        
39,703
Subordinated notes and debentures
        
18,609
Other liabilities
          
33,933
               
Total liabilities
          
$1,036,999
               
               
EQUITY CAPITAL
            
Perpetual preferred stock and related surplus
    
0
Common stock
          
519
Surplus (exclude all surplus related to preferred stock)
        
99,326
Retained earnings
          
18,744
Accumulated other comprehensive income
        
4,769
Other equity capital components
          
0
               
Total bank equity capital
          
123,358
Noncontrolling (minority) interests in consolidated subsidiaries
        
1,133
               
Total equity capital
          
124,491
               
Total liabilities, and equity capital
          
$1,161,490
 
 
I, Timothy J. Sloan, EVP & CFO of the above-named bank do hereby declare that this Report of Condition has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true to the best of my knowledge and belief.


      Timothy J. Sloan
        EVP & 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 Federal regulatory authority and is true and correct.


John Stumpf                                                      Directors
Carrie Tolstedt
Michael Loughlin