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BORROWER REGISTRATION AGREEMENT

Loan Agreement

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IOU CENTRAL INC.

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Title: BORROWER REGISTRATION AGREEMENT
Date: 5/13/2009

BORROWER REGISTRATION AGREEMENT, Parties: iou central inc.
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Exhibit 10.2

BORROWER REGISTRATION AGREEMENT

This Borrower Registration Agreement (this “Agreement”) is made and entered into between you and IOU Central Inc. (“IOU Central,” “we” or “us”). “You” as used in this Agreement refers to you as a registered borrower.

The IOU Central Internet-based loan marketplace (the “loan marketplace”) is a peer-to-peer lending platform that enables registered borrowers to post loan requests and borrow money and registered lenders to purchase Borrower Payment Dependent Notes (“Notes”), the proceeds of which are designated to fund a specific loan made to an individual registered borrower (a “registered borrower loan”). Each registered borrower loan originated through the loan marketplace is made by us with the proceeds of Notes purchased by registered lenders that correspond to such registered borrower loan. We service all registered borrower loans made through the loan marketplace. The following Agreement describes the services we will provide and your rights and obligations should you elect to complete your registration as a borrower on the loan marketplace and submit a loan request to us. You should read this Agreement carefully and print a copy for your records.

BY SIGNING ELECTRONICALLY, YOU ARE COMPLETING YOUR REGISTRATION AS A BORROWER ON THE LOAN MARKETPLACE AND ARE AGREEING, OR CONFIRMING YOUR AGREEMENT , to, among other things, (i) comply with the terms and provisions of this Agreement, (ii) comply with the Terms of Use and Privacy Policy of the loan marketplace and the policies posted on the loan marketplace, as may be amended from time to time by IOU Central in its sole discretion (collectively, the “IOU Central Terms and Conditions”), (iii) transact business with us electronically, and (iv) have any dispute with us resolved by binding arbitration.

1. Registration as a Borrower . You are registering as a borrower on the loan marketplace so that you may be eligible to apply to IOU Central for a registered borrower loan, which we refer to as a “loan request.” If your loan request is approved, you may proceed to make a “posting” (as described below) on the loan marketplace for a registered borrower loan that will be displayed to people who may be interested in indirectly funding your registered borrower loan by making bids at the interest rate they are willing to receive and in the amount they are willing to commit to the purchase of Notes that are dependent for payment on the payments we receive on your registered borrower loan. We refer to the people who bid on postings as “registered lenders” even though all registered borrower loans obtained through the loan marketplace are made by us with proceeds from Notes purchased by registered lenders that correspond to such registered borrower loans.

We reserve the right to restrict access to the loan marketplace to individuals who meet our minimum credit criteria, as determined by us in our sole discretion.

2. Minimum Credit Criteria and Underwriting . As a registered borrower, you may submit a loan request to IOU Central in the amount of $1,000 to $25,000. Your loan request will be submitted to our automated underwriting process and, if your loan request is approved, you may proceed to make a posting on the loan marketplace for a registered borrower loan. You may not have more than one posting at a time on the loan marketplace and you may not have more than two registered borrower loans outstanding at any given time.


Our automated underwriting process is comprised of the following four steps:

First , we will pre-screen you to determine if you are eligible to participate in the loan marketplace by evaluating your credit profile against our minimum credit criteria. Currently, our minimum credit criteria include the following:

 

 

 

a minimum Equifax VantageScore© (“VantageScore”) of 670 and Equifax Bankruptcy Navigator Index© score (“BNI score”) of 180 (except if you have a VantageScore in the range of 670-690, in which case your minimum BNI score is 300, or a VantageScore in the range of 691-710, in which case your minimum BNI score is 250);

 

 

 

a minimum cumulative high credit limit of $2,500 for loan requests less than or equal to $10,000, $3,500 for loan requests greater than $10,000 and less than or equal to $15,000, $5,000 for loan requests greater than $15,000 and less than or equal to $20,000, and $10,000 for loan requests greater than $20,000 and less than or equal to $25,000;

 

 

 

a credit report showing no current delinquencies, bankruptcies, foreclosures, existing judgments, open tax liens, medical collections with a cumulative balance greater than $2,000 in the past 24 months or non-medical collections with a cumulative balance greater than $1,000 in the past 24 months;

 

 

 

a credit report showing a minimum of two credit trade lines open and reviewed for at least six months;

 

 

 

a credit report showing a minimum one year credit depth; and

 

 

 

a credit report showing no account in a consumer credit counseling plan.

If you do not meet our minimum credit criteria, you will not be permitted to make a posting for a registered borrower loan on the loan marketplace.

Second , we assign one of nine proprietary credit grades (A+, A, A-, B+, B, B-, C+, C or C-) to your loan request based on a combination of your VantageScore and BNI score.

Third , we use your credit grade, assumed default rate and other risk factors to assign your loan request a suggested interest rate. The other risk factors we consider include, among others, your loan request amount, loan term, job and income stability, housing occupancy and housing history and expense.

Fourth , we use your credit grade together with your debt-to-income ratio to determine a maximum loan amount. We will calculate your debt-to-income ratio based on the total monthly debt payments (excluding mortgage or housing expenses) reported by Equifax and

 

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your self-reported income. We also include the estimated payments on your requested loan amount and our suggested interest rate for your loan in our calculation of your debt-to-income ratio.

For a detailed description of our minimum credit criteria and automated underwriting process, including our credit grades, suggested interest rates and maximum loan amounts, please refer to the Prospectus which is available at [LINK TO PROSPECTUS].

Once we complete our underwriting process, we will advise you if your loan request has been approved, declined, placed under review, or counter-offered. If declined, we will send you an adverse action notice stating the basis on which your loan request was declined. If placed under review, we will manually analyze all compensating factors to determine if you are eligible to post a loan request on the loan marketplace and we will advise you of our decision within one to two business days. If counter-offered, we will inform you of changes you can make to your loan request in order to get approved. For example you could request a lower loan amount or increase the term of your loan request. If approved, we will inform you of your assigned IOU Central credit grade and suggested interest rate. You may then personalize your loan request and proceed to make a posting on the loan marketplace.

3. Postings . Your posting is a request for a personal, unsecured loan in a specified amount and for a specified term. Postings are displayed publicly on our loan marketplace, although certain information is only viewable by registered lenders. Your posting must include all information required by us, including, without limitation, the requested loan amount, credit grade, suggested interest rate, debt-to-income ratio, intended use of proceeds and other summary information from your credit report, as well as self-reported occupation, employment status and income. Your posting may contain other personal information posted by you, such as your personal financial situation. You may not include any personally identifying information, including, without limitation, your name, address, phone number, email address, Social Security or driver’s license number, or your bank account or credit card numbers in your posting or elsewhere on the loan marketplace. Postings that include this information are subject to cancellation by us, or deletion or redaction by us of the personally identifying information, although we are under no obligation to take such actions and you include such information solely at your own risk.

Your posting will be valid for 14 days unless you accept funding prior to the expiration of the 14 day period. You may accept funding manually or by using the Auto-Fund feature of the loan marketplace (as described below). You may withdraw your posting at any time prior to accepting any bids from a registered lender. You may not have more than one posting at a time on the loan marketplace and you may not have more than two registered borrower loans outstanding at any given time.

“Auto-Fund” is a feature of our loan marketplace that allows you to automatically accept funding of your registered borrower loan request when bids are received in an aggregate amount that is equal to the loan request amount specified by you and at interest rates that are equal to or less than an interest rate specified by you. Auto-Fund allows you to automatically close a registered borrower loan that has been fully funded with bids in an aggregate amount and at a weighted average interest rate that is acceptable to you without any further action

 

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from you. In the event you choose to Auto-Fund your registered borrower loan, we will execute the related promissory note evidencing your registered borrower loan on your behalf under the power of attorney described in Section 5 of the Registered Borrower Loan Agreement.

4. Registered Lender Bids . Once you make a posting on the loan marketplace, you will be able to monitor bids made on your posting. A bid is a registered lender’s commitment to purchase a Note from us in the principal amount and at the interest rate set forth in the registered lender’s bid. Registered lenders bid the amount they are willing to commit to the purchase of a Note that is dependent for payment on payments we receive on your registered borrower loan and the interest rate they are willing to accept. For a detailed description of the Notes, please refer to the Prospectus which is available at [LINK TO PROSPECTUS]. Currently, a bid may be made in the amount of $25 (or integral multiples of $25) and the full amount of your posting.

You acknowledge that a registered lender’s bid is a commitment to purchase a Note from us corresponding to all or a portion of your registered borrower loan and does not confer any rights to you. You understand that individual registered lenders make their own decisions whether to make a bid on your posting and commit funds to purchase a Note from us. We may also participate in the loan marketplace as a registered lender and may make bids on postings, but we are not obligated to do so.

5. Registered Borrower Loans; Closing and Funding . Your registered borrower loan will have a principal balance between $1,000 and $25,000, in the specific amount and on the terms set forth in the disclosures provided to you at [LINK TO DISCLOSURES]. In no event will the principal amount of your registered borrower loan exceed the maximum loan amount determined by our automated underwriting process. Your registered borrower loan will have a fixed interest rate and a fixed term of one, two or three years, as determined by you and set forth in your posting. The fixed interest rate is a blended rate based on the weighted average of the principal amount and interest rate set forth in registered lender bids accepted by you for your registered borrower loan. You may prepay your registered borrower loan at any time without penalty. In the event of a partial prepayment, we will reduce the outstanding principal balance of your registered borrower loan by the amount of the partial prepayment but we will not recalculate your amortization schedule. This means that your monthly payment will remain the same and your registered borrower loan will be repaid prior to the original maturity date. Your obligations, including your obligation to repay principal and interest, are set forth in the Registered Borrower Loan Agreement and related promissory note you will make to us which are available at [LINK TO LOAN AGREEMENT].

Your registered borrower loan will be closed and funded if you choose to accept bids reflecting full or partial funding of the loan, either manually or using Auto-Fund. Any bids not accepted by you at the time you choose to fund your loan or when your posting expires will automatically be withdrawn. If you proceed to make a posting on the loan marketplace, you agree to execute, and be bound by the terms set forth in, the Registered Borrower Loan Agreement and related promissory note. If you manually accept bids and close your registered borrower loan, you will execute the promissory note directly; if you elect to Auto-Fund your registered borrower loan, we will execute the promissory note on your behalf under the power of attorney described in Section 5 of the Registered Borrower Loan Agreement.

 

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You authorize us to disburse registered borrower loan proceeds to you by crediting your IOU Central account. At your request, we will transfer available funds from your IOU Central account to your designated and verified bank account by Automated Clearing House (“ACH”) transfer.

WE WILL NOT DISBURSE ANY PROCEEDS TO YOU FOR YOUR REGISTERED BORROWER LOAN UNLESS AND UNTIL SUFFICIENT PROCEEDS ARE RECEIVED BY US FROM REGISTERED LENDERS PURCHASING NOTES CORRESPONDING TO YOUR REGISTERED BORROWER LOAN.

6. IOU Central Terms and Conditions . You acknowledge that you have agreed to comply, and will comply, with the IOU Central Terms and Conditions.

7. Authorization to Obtain Credit Report . Each time you submit a loan request to us, you will be required to authorize us to obtain a credit report from the Equifax consumer credit reporting agency, which will include your VantageScore and BNI score. Your authorization will be in the form of Exhibit A attached to this Agreement. We may use the credit report for any lawful purpose, including, without limitation, (a) for authentication purposes (i.e., to make sure you are who you say you are), (b) to determine your eligibility to participate in the loan marketplace by evaluating your credit profile against our minimum credit criteria, (c) to assign your loan request a credit grade, (d) to determine how much non-mortgage debt you currently have in order to determine your debt-to-income ratio, (e) to assign a suggested interest rate to your loan request, (f) to determine a maximum loan amount for your loan request, and (g) to identify and display certain information and characteristics from your credit profile in your posting, including, without limitation, the number, age, type and status of the credit lines currently being reported, public records (such as bankruptcies, foreclosures and judgments) and mortgage loans appearing on your credit report, and the number of your recent requests for credit. Information from your credit report will be displayed publicly on the loan marketplace with your postings, although certain information is only viewable by registered lenders. However, we will not display or disclose your VantageScore, BNI score or other credit scores we obtain to anyone. You authorize us to verify information in your credit report and you agree that we may contact third parties to verify any such information. We will obtain your credit report each time you submit a completed loan request to us, except that we will not obtain a new credit report when you submit a loan request within (30) days of the date the credit report was obtained.

8. Bank Account Verification . You acknowledge that you will be required to authorize us to initiate a credit and debit entry between your IOU Central account and your bank account in the amount of $0.01 to $0.25 for account verification purposes through the ACH network. Your authorization will be in the form of Exhibit B attached to this Agreement. This transaction is for verification purposes only and will not result in any funds being removed from your bank account. The deposit amount will always be equal to or greater than the withdrawal amount. If you do not agree to this verification, you will not be permitted to submit a loan request to us.

 

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9. Origination Fee . If your posting results in a registered borrower loan, you must pay us a non-refundable origination fee. The amount of this fee is 2.0% of the aggregate principal amount of your registered borrower loan, or such lesser fee as may be provided by applicable law (see the disclosures at [LINK TO DISCLOSURES]). This fee will be deducted from your registered borrower loan proceeds, so the loan proceeds credited to your IOU Central account will be less than the full amount of your registered borrower loan. You acknowledge that the origination fee wil


 
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