Fill and Sign the Participating Agreement Form

Participation Agreement in Connection with Secured Loan Agreement _________________ (D ate of Participation Agreement) Re: _______________________ (Name of Borrower) To: _________________________________ (Name of Participant Bank) , ______________________________________________________________________ (Address of Participant Bank) Your Participation with us in our Loan of $__________ to Borrower, made on ______________ (date) , is confirmed as of the date stated above, subject to the following: 1. Definitions As used in this Participation Agreement the following terms shall have the following meanings: A. Agreement is that Loan Agreement with Borrower dated _____________ (date) , and all amendments, supplements and modifications to it. B. Loan shall refer to all Loans, advances or other extensions of credit made or to be made by us to Borrower pursuant to the Agreement. C. Collateral includes all instruments, security interest and guaranties received by us under our Agreement with Borrower, or otherwise acquired by us in connection with the Loan. D. Collections include all monies received by us as principal or interest on account of the Loan or as proceeds of the collateral. 2. Sale of Participation We now sell to you and you purchase a Participation _____% of our Loan to Borrower, which Participation is equal to $____________. Your Participation shall be a continuing percentage interest to the extent of your contributions in the principal amount of the Loan and the collateral. 3. Accounting; Contributions; and Compensation A. We shall receive on your behalf all collections and apply the same to the Borrower's account, reducing proportionately the amount, although not the percentage, of your Participation. Such collections, along with interest on your Participation, will be remitted to you immediately after each resettlement date . If necessary under the terms of the Agreement you shall make contributions to the extent required to maintain at all times the percentage amount of your Participation. We may postpone the crediting of your share of the collection and the charging of your contributions to your Participation account until the resettlement date , at which time set account shall be adjusted. As used in this instrument the resettlement date shall mean: (description) _______________ ________________________________________________________________ ________________________________________________________________ . B. We shall remit to you on each resettlement date an amount equal to ________ % of the amount of your Participation as interest earned, calculated on the basis of ______ (number) days per year. If the Borrower is in default under the Agreement, we may, at our option, suspend payments under this Agreement until all such defaults of principal and accrued charges are cured to our satisfaction, at which time we shall pay to you all suspended payments. 4. Documentation We have delivered to you a copy of our Agreement with the Borrower, and we will deliver to you copies of all future amendments to it. All additional documents on file with us concerning this action shall be available at our office for your inspection. Without your prior written consent we will not undertake to modify, amend or supplement the Agreement or to release, waive or discharge the Borrower or any of the collateral. 5. Administration The Agreement, collateral and Loan shall be held by us and dealt with in our name on your behalf. We will service and manage the Loan and the collateral in the ordinary course of business in accordance with our usual practice and shall bear the usual servicing expenses. We will examine the collateral and the customer's books and records relating to the transaction as we deem necessary. We shall not be liable to you for any actions taken or omitted or for any error in judgment, except for our own bad faith. We do not assume and shall have no responsibility or liability, express or implied, for the collectability, enforceability, genuineness or validity of the Loan or the collateral, or the financial condition of Borrower or any obligor on the collateral, or any credit or other information furnished by us to you since you shall independently determine the validity and enforceability of all such documents and shall make your own appraisal of the Borrower's credit worthiness. 6. Expenses All collection expenses, including, but not limited to, attorney's fees, court costs and disbursements, and all recoveries of the same shall be shared pro rata in accordance with the percentage that your Participation bears to the Loan. 7. Liquidation; Risk of Loss If we declare the Borrower in default under the Agreement or any collateral, or if we suspend payment to you under Section 3 of this Agreement, then the Loan shall be immediately deemed in liquidation. Subsequently all collections shall be applied to the unpaid principal balance of the Loan less collection expenses, and any surplus shall be shared in the proportion that the aggregate suspended payments of interest payable to each of us bears to the aggregate accrued income that should have been paid under the Loan. 8. Sale or Transfer Neither of us shall sell, pledge, assign, sub-participate or otherwise transfer our respective rights under this Agreement, the collateral, or any portion of the Loan without procuring, in advance, the written consent of the other. Notwithstanding the foregoing, we may sell additional Participations provided that our own interest in the Loan shall remain at least equal to your Participation. 9. Purchase of Participation We reserve the right to purchase at our option upon ______ (number) days' written notice your Participation plus accrued interest but agree that we will not sell or transfer our Participation in the Loan. 10. Liabilities Nothing contained in this Agreement shall confer on either of us any interest in, or subject either of us to any liability for, the assets or liabilities of the others, except only as to the Loan in which you are participating with us. 11. Governing Law This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of ______________ a nd assigns. 12. Notices All notices shall be in writing and mailed to the respective parties at the following addresses or to such address as the party shall designate in writing from time to time: A. ___________________________________________________________ _____________________________ (Mailing Address of Participant Bank) B. ___________________________________________________________ ___________________________ (Mailing Address of Lender) Witness our hand and signature this the ______ day of _____________, 20____. ___________________________ (Name of Lender) By:_________________________ ____________________________ (P rinted Name & Office in Bank) ____________________________ (Signature of Officer) ACCEPTED: ________________________________ (Name of Participant Bank) By:_________________________ __________________________ (P rinted Name & Office in Bank) __________________________ (Signature of Officer)