Form Of Loan Participation Agreement

This Agreement shall be construed in accordance with and subject to the laws of the State __ and the United States of America and constitutes the entire Agreement relating to the participation of the Participant. As stated above, the rights and obligations of each bank are expressly defined in the participation agreement. As a general rule, the parties agree that the lead bank shall exercise some diligence with respect to the production, monitoring, management and execution of the loan. An example of this language is as follows: “The Lead Bank exercises the same degree of diligence and discretion in the establishment, monitoring, management and implementation of the loan as the Lead Bank would normally assume on its own account in the manufacture, control, management and execution of the loan”. The parties wish to enter into this agreement, in which each party can sell and each party can buy part of a qualifying loan from the other party. Loans sold can be loans concluded in the portfolio of a party or loans that will be taken out in the future. The seller, buyer and service of a given loan or loan shall be indicated in the instrument of participation set out in the Annex in the form of an Addendum “A”. The certificate of participation also defines all the economic conditions of the participation rate and identifies the loan, the guarantee (if any) and the identity of the borrower. The obligations and rights of the parties concerned are described in more detail in the attached general terms and conditions in the form of Addendum “B”. 13. Lead Lender will notify the participant in writing of any default, in accordance with the loan documents of which lead Lender is aware, if lead Lender considers that such default is detrimental to the respective interests of Lead Lender and participant.

In addition, the participant can view and make copies of such decisions, correspondence, calendars, credit information and other documents that may contain the Lead Lender`s files regarding the borrower or loans. The lead lender will provide in its books and records appropriate information to reveal the participant`s participation in the loans, and the participant may consult in the offices of the Lead Lender such books and records concerning the loans and the participant`s participation at reasonable hours during normal business hours. . . .

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