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User Agreement
PLEASE REVIEW THE TERMS OF THIS USER AGREEMENT BEFORE USING WWW.NLEX.COM, OR ANY AFFILIATE DOMAIN. This is a legal agreement (the “Agreement”) between you (“User” or “You” or “Your”) and National Loan Exchange Inc (“NLEX”) regarding Your use of www.nlex.com ( the “Website” or “Site”). By using the Website, You represent and warrant that You have read and understood, and agree to be bound by, the Internet Site Privacy Policy and this Participation Agreement (collectively “User Agreements”).

IF YOU DO NOT UNDERSTAND THIS AGREEMENT, OR DO NOT AGREE TO BE BOUND BY THIS AGREEMENT OR THE PRIVACY POLICY, OR ARE NOT LEGALLY QUALIFIED TO ENTER INTO CONTRACTS, YOU MUST IMMEDIATELY LEAVE THE WEBSITE.
Updated May 20, 2008

Internet Site Privacy Policy and Agreement:

I. User Privacy.NLEX respects the privacy of users of this site. Accordingly, NLEX undertakes to inform you of the nature of the information that is collected and the purposes for which that information may be used.

As a result of the ordinary operation of the Internet, NLEX automatically receives via its Internet servers information regarding the computer system, IP address, and Web Browser which are being used by the user to access this site. Accordingly, NLEX expressly reserves the right to collect the following information:

  1. The computer system, e-mail address, domain names, and type of Web browser of those who visit the site.
  2. Data regarding which portions of the site are visited by the user

Additional personal information may be required in order to process a transaction. When prompted for such information, the user must provide the requested information. Otherwise, at no time will additional information regarding the user be collected by the Web servers of NLEX.

Please refer to the PRIVACY STATEMENT for additional privacy information regarding use of the Website.

II. Use of Cookies.NLEX expressly reserves the right to use “cookies” as a part of its Web site. For these purposes, a “cookie” is a small file that is transferred to the computer of the Web site user in order to preserve a record of the user’s access to the site and to facilitate future visits to the site by saving certain user information which is automatically transferred to NLEX the next time you visit the Web site. This saves you the time that would otherwise be required to enter certain identifying information each and every time you access the Web site.

Your Web browser may allow you to refuse to accept cookies altogether or to notify you when a cookie is sent to your computer so that you can expressly refuse or accept the cookie. However, keep in mind that the use of a cookie facilitates the easier use of our site and that refusal to accept a cookie will therefore make the process of using this site more difficult.

III. Internal Use of Data CollectedThe data collected by NLEX will be used for the following purposes:

  1. Research for service improvements by NLEX.
  2. Facilitate marketing NLEX services.
  3. Produce statistical data that may be used by present and potential advertisers as well as entities affiliated with NLEX.
  4. Provide the service for which this site was created.
  5. Bill you for items for which you have entered into a contract via this Web site.
  6. Communicate with the user regarding both communications that you have sent to us and items of potential interest to you.

IV. External Use of DataInformation collected by NLEX will not be transmitted in a non-aggregated form to any third party without prior notification. NLEX shall make best efforts to ensure that your personal information is only shared with other parties that will market products that are related in nature to those on the NLEX website. All such parties are included within the general scope of the debt industry. Please be aware that the aforementioned companies have not pledged to prevent further dissemination of the information that they receive. You may decline to allow the disclosure of the information for these purposes by sending a written communication to NLEX indicating that such is your wish.

That paragraph notwithstanding, NLEX expressly reserves the right to disclose the information collected for certain purposes, irrespective of the stated wishes of the user. Specifically, NLEX may disclose the information to those parties, including without limitation the entities that list on our site, which must be given the information in order to complete the requested transaction. We may use the information collected in order to identify and potentially bring legal action against any party that is interfering with the functioning of this Internet site. We may also use the information in order to comply with any laws, regulations or court orders which NLEX believes in good faith require the disclosure of such information.

V. Right to Access and Modify Personal DataAt any time, you may submit a request, via either e-mail or traditional mail, that NLEX provide a written summary of the personal information that NLEX has collected about you. You may also, via either e-mail or traditional mail, request that any of the information included in said summary be either modified or deleted. We will comply with any such request so long as we do not, in good faith, conclude that carrying out the request will violate or facilitate the violation of any applicable law.

VI. Third Party LinksThis site may include links that will allow you to easily access other Internet sites. NLEX has no control over or responsibility with respect to the privacy policies or the content of any such third parties. NLEX provides links to you only as a convenience, and the inclusion of any link on the Site does not imply our affiliation, endorsement, or adoption of the linked site or any information therein. When you leave the Site, our terms and policies no longer govern. You should review applicable terms and policies, including the privacy and data gathering practices, of any third-party sites.

VII. Modification of This AgreementNLEX reserves the right to, at any time and without personal notice, amend this policy. You are encouraged to review this policy from time to time in order to ascertain the current terms of this agreement.

VIII. Jurisdiction, Venue and Choice of LawThe validity of this agreement and any dispute with respect this agreement is to be resolved in accordance with the state of Illinois. By agreeing to this statement, the user is expressly consenting to the jurisdiction of the courts of the state of Illinois and that the only venue for any such litigation shall be in the circuit court of Madison County, Illinois.

IX. Acceptance of This AgreementBy continuing to use this Internet site, you will indicate your acceptance of the terms of this agreement, as those terms are stated at the time of access. If you do not consent to all of the terms of this agreement, please discontinue use of the site.

PARTICIPATION AGREEMENT
This Participation Agreement (“Agreement”) contains the terms of the agreement between you (“User” or “You” or “Your”) and National Loan Exchange, Inc. (“NLEX”). By continuing to use this Internet site, User is indicating acceptance of the terms and conditions of this Agreement and User’s promise to comply with any and all laws and regulations which pertain to the use of this site and to the use of the Internet as a whole.

Purpose of the Agreement
NLEX is operating an Internet site (www.nlex.com) for the purpose of facilitating the sale of debt obligations between willing sellers and willing purchasers. The mechanism through which such sales will be consummated will be detailed in Article II. NLEX anticipates using advanced search engines as a part of the Web site in order to facilitate the identification of debt portfolios (“Debt”) in which User might have an interest. User is interested in purchasing Debt by examining information regarding Debt and making purchases accordingly. User wishes to become an active user of the NLEX marketplace, and NLEX wishes to accept User as a registered member of this site.

I. Statement of General Agreement
User hereby agrees to become a registered User of the NLEX Internet marketplace, and NLEX hereby agrees to consider User as eligible to become a registered member of said marketplace. After User completes the registration materials, and NLEX and/or Seller (if any) approves User, NLEX will transmit to User an account name and password that User will use in order to access the restricted areas of this Internet site. If User wishes to focus a search for Debt based on specified criteria, User will provide the relevant criteria based upon the input options and specifications which NLEX permits. You understand and agree that NLEX personnel may revoke your user privileges at any time without notice or cause and for any reason whatsoever.

II. Debt Listing and Sale Procedures

  1. Registered and approved Users will be allowed to browse and enter bids for the purchase of the Debt instruments and/or portfolios that are listed on the site.
  2. Each instrument or portfolio that is available will be given a unique identification number.
  3. NLEX may facilitate on-line access to reports and information provided by the seller of the respective Debt so that prospective debt purchasers may make informed decisions regarding the purchase of the listed Debt securities or instruments. Only registered and approved users will be able to access this information. NLEX will provide no information beyond that provided by the seller of the Debt. The seller of the Debt may require User to submit additional information or agree to additional terms and conditions before User is able to view, download or otherwise obtain certain information
  4. The User may use the Internet site to submit bids for the listed Debt instruments or securities. The sale of these items of Debt may be conducted in any format NLEX may choose, including, but not limited to: open-bid format and/or Sealed BidTM format(s). Sale of assets may be subject to an unpublished reserve price or minimum bid. NLEX reserves the right to advance bidding to such reserve price or minimum bid. However, in all cases, the seller of the Debt makes final determinations regarding the selection of the party to which it will sell its Debt.

III. Declarations by the Bidder

  1. Bidder is knowledgeable and experienced in the origination, sale and purchase of performing and non-performing or distressed debt, including debt secured by real estate or other types of collateral, as well as other financial and business matters, and Bidder is capable of evaluating the merits and risks of its prospective acquisition and ownership of the Assets to be offered at auction, including the risk that bidder may not be able to collect such Debt.
  2. Bidder has the expertise and capability to service the Debt to be offered for sale at auction or will hire a qualified third party to do so on its behalf, based upon the Bidder’s own knowledge of such servicer’s capabilities and expertise.
  3. Bidder acknowledges and agrees that Bidder has been given the opportunity to inspect certain trial balance and other information and materials relating to the debt being offered at auction. Bidder further acknowledges and agrees that no representative or employee of either NLEX or any Seller has been authorized to make, and Bidder has not relied upon, any representations or warranties relating to such Debt other than those contained in the Purchase and Sale contract. Bidder has determined whether or not to purchase any Debt offered for sale at auction base solely upon its own independent examination, study, inspection and knowledge of such Debt and has relied solely upon its own determination of the quality, value, condition and marketability of such Debt and any and all properties or other collateral securing payment of such Debt and not on any information, statement, representation or promise made or to be made by NLEX or any Seller in connection with its decision to bid on (and, if successful, purchase) such assets.
  4. Bidder acknowledges and agrees that the proposed sale of the Debt does not involve, nor is intended to in any way constitute, the sale of a “security” within the meaning of any applicable federal or state securities law.
  5. Acquisitions of assets such as those which may be offered at auction involve a high degree of risk and are therefore suitable only for entities of substantial financial means which have no need for liquidity and which could hold such assets indefinitely or bear the partial or entire loss of the value of such Debt.

IV. NLEX Confidentiality Agreement For Review Of Assets
As part of the process by which User may make a decision regarding whether or not to purchase a particular Debt instruction or portfolio, the User is permitted to examine information that relates to the Debt. Because this information is confidential, which may result in damages if further disclosure is made, User agrees to the following:

THIS CONFIDENTIALITY AGREEMENT FOR REVIEW OF ASSETS (“Article IV”) is made and agreed to by User and NLEX for the benefit of certain owners of financial debt instruments (collectively “Sellers”).

Preamble
Sellers and NLEX are offering for sale certain financial debt instruments (the “Assets”). In connection therewith, User has requested permission to review and inspect certain information relating to the Assets. It is specifically acknowledged by User that all Confidential Information (as defined below) is confidential and/or proprietary in nature and that damages to Sellers and NLEX may result if the Confidential Information is revealed. User further acknowledges that this information may be provided by NLEX to more than one prospective purchaser and is not exclusive to the User. Further, User agrees and acknowledges that such lack of exclusivity shall, in no way, be deemed to affect the enforceability of this Agreement or invalidate any of the terms or conditions contained herein.

In consideration of being granted the opportunity to review and inspect the Confidential Information, and for other good and valuable consideration, including the rights and obligations of the parties herein expressed, the adequacy and sufficiency of which is hereby acknowledged, the NLEX and User agree as follows:

Agreement
Section 1. Confidential Information. Confidential Information as used in this Agreement shall include: (a) all documents, reports, and other information relating to or in any way pertaining to the Assets; (b) all information provided in response to any request from User, regardless of the form of such response or the manner in which such information may be provided; (c) all electronically produced information in any form; or (d) information made available through the NLEX™ internet web site. The term “Confidential Information” shall not include information which: (a) is already known to the User from sources not known by the User to be subject to any confidentiality obligations to the Sellers or NLEX; (b) is or becomes generally available to the public other than as a result of a disclosure by the User or any of its Qualified Persons (as defined below); or (c) is required to be disclosed by law or by regulatory or judicial process.

Section 2. Purpose. The User agrees that its review and inspection of the Confidential Information shall be solely to conduct due diligence, on its own behalf, for the sole purpose of determining whether or not to submit a bid to purchase some or all of the Assets, and for no other purposes. The User agrees that any credit or consumer report information contained in the Confidential Information will be used by the User solely for the purpose of analyzing the credit transaction involved or the collectability of such account.

Section 3. Non-Disclosure and Use of Confidential Information. The User agrees that, except as set forth below, all Confidential Information shall be used by the User solely for the purpose stated in Section 2 herein. The User further agrees not to disclose any of the Confidential Information, without the prior written consent of NLEX, to any party other than (i) its employees, officers, and directors (including those of its affiliates); (ii) its agents and representatives, including attorneys, accountants, lenders, and financial advisors; or (iii) insurance and reinsurance firms; (individually and collectively referred to herein as “Qualified Person”). Each Qualified Person shall (i) have a need to know the Confidential Information for the purpose stated in Section 2 herein, and (ii) have entered into an agreement with the User substantially in the form of this Agreement pertaining to their use and protection of the Confidential Information. The User shall inform each Qualified Person that receives any of the Confidential Information of the requirements of this Agreement and shall require each such Qualified Person to comply with such requirements.

Section 4. Duplication. No reproductions, other than handwritten summaries or notes and self-generated computer records, of any items of Confidential Information shall be made without the prior written consent of the NLEX.

Section 5. Restrictions on Contact. The User and its Qualified Persons shall communicate solely with NLEX relative to any Asset unless it has received the prior written consent of the NLEX to speak with other parties concerning said Asset. This restriction on contact shall extend to all Sellers, debtors, guarantors, and any current or former agents, advisors, employees, managers, or representatives of any of them, including by way of illustration, not limitation, any accountants or attorneys.

Section 6. Legal Requirements. The User acknowledges that the Confidential Information may contain customer information subject to federal, state, local or common laws, rules and regulations regarding privacy rights or otherwise limiting the use and dissemination of such information, including specifically the Right to Financial Privacy Act. The User agrees not to take any action in violation of any laws, rules or regulation.

Section 7. Notices. All notices, waivers, demands, requests or other communications required or permitted by this Agreement (collectively “Notices”), to be effective, shall be in writing, properly addressed, and shall be given by (a) personal delivery, (b) established overnight commercial courier with delivery charges prepaid or duly charged, or (c) registered or certified mail, return receipt requested, first class postage prepaid, as follows:

Advisor: National Loan Exchange/NLEX™
10 Sunset Hills Professional Centre
Edwardsville, IL 62025
Attention: Legal Department
Prospective Bidder: shall be sent to the address information as listed in the Buyer Registration information.

or, to any other address or addressee as any party entitled to receive notice under this Agreement shall designate, from time to time, by Notice given to the others in the manner provided in this Section. Notices given by personal delivery shall be deemed received upon tender to the respective natural person named above. Notices given by overnight courier shall be deemed received the next business day after delivery to such overnight commercial courier. Notices given by mail shall be deemed received on the second (2nd) day after deposit into the United States Postal System. All copies to the respective persons or entity(ies) listed above to receive copies shall be given in the same manner as the original Notice, and such giving shall be a prerequisite to the effectiveness of any Notice.

Section 8. Indemnification. By execution of this Agreement, User hereby agrees to indemnify, defend (through attorneys reasonably acceptable to NLEX and Sellers and their successors and assigns) and hold NLEX and Sellers and all officers, directors, employees, and agents of NLEX and Sellers harmless from and against any and all pending or threatened claims, causes of action, damages, losses, costs (including reasonable and necessary attorney’s fees) and liabilities of any nature, which may at any time be assessed against or suffered by NLEX or Sellers directly or indirectly relating to or arising out of a breach of this Agreement by the User or its Qualified Persons. These rights to indemnification shall include, by way of illustration, not limitation, any such pending or threatened claims, causes of action, damages, losses, costs (including reasonable and necessary attorney’s fees) and liabilities arising as a result of User’s use or disclosure of the Confidential Information in violation of any applicable laws, rules or regulations referenced in Section 6 hereof.

Section 9. Termination / Survival of Certain Terms. The restrictions in this Agreement shall terminate as to any of the Assets acquired by the User; provided, however, that any claim by NLEX based on a breach of this Agreement occurring prior to such acquisition shall survive the acquisition unless waived by NLEX in writing. In addition, the Purchase and Sale Contract executed between Sellers and User for assets acquired may contain further Confidentiality requirements. The terms and conditions of this Agreement shall remain in full force and effect as to any Assets not acquired by the User. The User shall destroy or, at NLEX’s request, deliver to NLEX, all information received by User from NLEX or its representatives, including any compilations, studies, notes or other documents or records that contain or reflect Confidential Information relating to the Assets not acquired by the User. The terms and conditions of this Agreement pertaining to User’s duty to indemnify, defend and hold harmless, as provided in Section 8 above, shall survive the termination of this Agreement and are not conditioned upon User’s purchase decision.

Section 10. No Representations or Warranties. User acknowledges and understands that the Confidential Information has been prepared by parties other than NLEX and that NLEX makes no representations or warranties whatsoever, express or implied, with respect to the content, completeness or accuracy of the Confidential Information. User hereby releases NLEX and their respective agents, officers, directors, attorneys, employees, contractors and representatives from all claims, causes of action, losses, damages, liabilities, judgments, costs and expenses (including, without limitation, attorney’s fees, whether suit is instituted or not) asserted against or incurred by User by reason of the Confidential Information.

Section 11. Scope of Agreement/Future Offerings. This Agreement shall govern all Confidential Information heretofore provided by NLEX to User, as well as all future offerings regarding Assets. In addition to the terms and conditions herein, User may be required to execute and agree to additional provisions and conditions, including, but not limited to, additional confidentiality requirements, in order to access confidential and proprietary information. User expressly agrees to such retroactive application, provided, however, no breach of the obligations created by this Agreement, nor claims arising hereunder, shall be claimed for any actions of User occurring prior to its acceptance hereof. Future offerings will be sent to User unless User notifies NLEX, in writing, to delete User’s name from NLEX’s database.

Section 12. Remedies for Breach / Liquidated Damages. In the event the Confidential Information is disclosed without express permission, or used for any purpose other than in accordance with Section 2 hereof, the User, its employees, officers, agents, subcontractors, or other Qualified Persons engaging or participating in such unauthorized use or disclosure, will be in violation of this Confidentiality Agreement. Upon the occurrence of any such breach, User and NLEX hereby agree that the damages arising therefrom may be impossible or difficult to fully ascertain. User and NLEX, having considered such difficulties, the purpose of this Agreement and each being fully advised of their legal rights and having had the opportunity to seek the advice of legal counsel, hereby agree that a liquidated damage provision is necessary and appropriate under the circumstances. While specific damages may differ with respect to the nature and extent of the breach, the quality and price of the Asset that is the subject of such breach, and other factors too numerous to list, the parties have agreed that the sum of Fifty Thousand U.S. Dollars ($50,000.00) represents a reasonable amount to be paid by User to NLEX and Seller as liquidated damages for any breach of this Agreement by User. The User and NLEX acknowledge and agree that this provision represents the negotiated agreement of the Parties and constitutes a valid and enforceable liquidated damage provision. Each waives any claim or defenses that might be presented with respect to the validity or enforceability of this provision, including specifically, that such amount constitutes an unenforceable penalty provision.

Section 13. Waiver. No failure to enforce or waiver of any rights with respect to any breach of this Agreement shall be construed to establish any course of dealing or prohibit, in any manner, any Party’s right to seek damages for any subsequent breach of this Agreement.

Section 14. Entire Agreement. This Agreement, including the Preamble and all introductory remarks which are intended by the Parties to be a substantive part hereof, represents the entire agreement between the User and NLEX relating to the treatment of Confidential Information heretofore or hereafter reviewed or inspected by the User. The acceptance of this Agreement does not create any right, title or interest, express or implied, on behalf of the User regarding the purchase of any Assets. No such right, title or interest shall exist except those created by a subsequent Purchase and Sale Contract executed by both Buyer and Sellers.

Section 15. Governing Law/Jurisdiction. This Agreement shall be governed by the laws of the State of Illinois. In the event of any litigation arising out of this Agreement, the parties hereby agree to submit to the jurisdiction to the courts of said State and expressly waive any claimed defenses to the exercise of such jurisdiction.

Section 16. Force Majeure. If the performance of any part of this Agreement by either party is prevented, hindered, delayed or otherwise made impracticable by any flood, riot, fire, judicial, or governmental action, labor dispute, act of God, or any other similar cause beyond the control of such party, such party shall be excused from such performance under this Agreement.

Updated May 20, 2008