(6) Lien means any mortgage, deed of trust, easement, declaration, restriction, pledge, hypothecation, assignment, deposit arrangement, option, equity interest, encumbrance, lien (statutory or other), preference, participation interest, priority or other security agreement or preferential arrangement of any kind or nature whatsoever relating to that property, including any conditional sale or other title retention agreement, any financing lease having substantially the same economic effect as any of the foregoing and the filing of any financing statement under the Uniform Commercial Code or comparable law of any jurisdiction to evidence any of the foregoing.
(7) person is to be interpreted broadly to include any individual, savings association, bank, trust company, corporation, limited liability company, partnership, association, joint-stock company, business trust or unincorporated organization
(8) Series A Preferred Stock means the Mandatorily Convertible Non-Voting Preferred Stock, Series A, par value $0.01 per share, of LendingClub, having the designations, relative rights, other preferences and limitations set forth in a Certificate of Designations in the form attached hereto as Exhibit A, and which are mandatorily convertible in certain circumstances when owned by a person other than Shanda or any affiliate of Shanda into 19,562,800 shares of Common Stock.
Section 6.13 Costs and Expenses. Each party shall pay its own respective costs and expenses, including any commission or finders fee to any broker, finder or financial advisor, incurred in connection with the negotiation, preparation, execution and performance of this Agreement. In connection with any breach of a representation and warranty, or an alleged breach of a representation and warranty, the beneficiary of such representation and warranty shall be, in connection with any third party claim which implicates such representation or warranty, entitled to prompt receipt from the other party of its costs and expenses (including attorneys fees) in defending such claim.
Section 6.14 Withholding Certificate. At least two (2) Business Days prior to the Closing Date, Shanda shall deliver to LendingClub an accurate, complete and signed Internal Revenue Service Form W-8.
Section 6.15 Transfer Taxes. All transfer, documentary, sales, use, stamp, recording, value added, registration and other similar taxes and all conveyance fees, recording fees and other similar charges that may be imposed or assessed as a result of the transactions contemplated by this Agreement, together with any interest, additions or penalties with respect thereto and any interest in respect of such additions or penalties, shall be borne by Shanda.
Section 6.16 Severability. Whenever possible, each provision or portion of any provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable Law, but if any provision or portion of any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable Law in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or portion of any provision in such jurisdiction, and this Agreement shall be reformed, construed and enforced in such jurisdiction such that the invalid, illegal or unenforceable provision or portion thereof shall be interpreted to be only so broad as is enforceable.