LOAN PARTICIPATION AGREEMENT
THIS LOAN PARTICIPATION AGREEMENT AND AGREEMENT FOR CONTRIBUTION (“Agreement”), entered into as of · (the “Effective Date”), by and between Wachovia Bank, National Association, with its primary office located at 301 South College Street, Charlotte, NC 28288 (“Bank”), and Wachovia Preferred Funding Holding Corp. (“Participant”).
Bank owns and holds certain commercial loan obligations and related unfunded commitments of the Bank, all as more specifically identified on the schedules annexed hereto as Schedules A and B (the “Loans”).
Bank desires to contribute, assign, and transfer to, as of the Effective Date, a 100% participation interest in the Loans then outstanding, on the terms and conditions set forth herein solely in exchange for the consideration more specifically identified in the schedule annexed hereto as Schedule C (the “Consideration”).
Participant desires to accept the Participation Interest in exchange for the Consideration.
NOW, THEREFORE, in consideration of the premises, the parties hereto agree as follows.
“Borrower or Borrowers” refers to the person or persons that are obligated as borrowers under the Loan Documents.
“Collateral” means property of whatever nature or kind pledged to the Bank to secure payment of the any of the Loans.
“Collections” means all moneys, from whatever source derived, received by Bank from time to time on account of, or in respect of, or relating to, any Loan or as proceeds of the Collateral.
“Commitments” means the obligations of the Bank under any of the Loan Documents to fund Loans that are not at such time funded.
“Loan” means any commercial loan described on Schedules A and B hereto. “Loans” means more than one Loan.
“Loan Documents” means those documents executed by any Borrowers, or any third party obligor in respect of any Loans or evidencing or relating to any Borrower’s or such third party’s obligations in respect of the Loan or Loans or any security interest or Collateral relating to such Loan or Loans, including with out limitation, promissory notes, credit agreements, guarantees, security agreements, mortgages, deeds of trust, or letters of
“Participation Interest” means a 100% participation interest in the principal, income and Commitments of the Loans outstanding on the Effective Date and in all related Collateral and Loan Documents, excluding loan servicing rights which are retained by Bank.
“Participant’s Share” means the Participant’s share of any funds received by Bank in respect of any Loan or Loans pro rated according to the Participant’s Participation Interest.
“Party or Parties” refers to the Bank and Participant.
“Policies and Procedures” means the written policies and procedures of Bank as set forth in portions of the Bank’s Policies and Procedures Manuals as of the Effective Date that govern generally, its credit polices, underwriting policies, loan closing policies, collection policies and booking and billing procedures applicable to the Loans, as amended from time to time
“Servicing Agreement” means the agreement dated · between Bank and Participant governing servicing of the Loans.
Contribution of Participation Interest. Bank hereby contributes, assigns and transfers, without recourse, to Participant and Participant hereby accepts from Bank, the Participation Interest according to the terms and conditions herein set forth.
Payment. In consideration of contribution of the Participation Interest, Participant does hereby convey unto Bank shares of the duly issued fully paid non-assessable common stock of Participant (the “Stock”) as agreed to by the Participant and the Bank and as reflected on Schedule C, delivery of which is acknowledged by Bank.
Loan Servicing. The Servicing Agreement shall govern Bank’s servicing of the Loans. Bank shall retain possession of the Loan Documents subject to this Agreement and the Servicing Agreement and shall appropriately mark its books and records maintained by its computer systems to clearly reflect sale of the Participation Interest to the Participant.