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G. Purchaser's Interest Rate. Purchaser's Interest Rate means the rate specified in this Agreement. Unless otherwise agreed, if Purchaser's Interest Rate is
<br />"Variable" as indicated in this Agreement, then Purchaser's Interest Rate will incorporate the variable rate terms and conditions as specified in the Promissory
<br />Note.
<br />10. DOCUMENTATION OF LOAN. Except as required for recording, Seller will hold all writings concerning the Loan, including all security instruments and
<br />guaranties, and will maintain records pertaining to the Loan. Purchaser acknowledges receipt of all copies of Loan Documents which Purchaser specifically
<br />requested and deemed reasonably necessary to fully evaluate the quality of the Loan before consenting to this Agreement. All Loan Documents are available at
<br />Seller's office for Purchaser's inspection and copying at normal lobby hours upon reasonable advance notice and at such other times as Seller may permit. Unless
<br />otherwise agreed, Seller will from time to time provide Purchaser with complete and current credit information regarding the following: Loan accrual status; status of
<br />principal and interest payments; financial statements, Property values and lien status; and any factual information bearing on the Borrower's continuing credit
<br />worthiness.
<br />11. SET -OFFS. In the event of a Default by Borrower and a set -off of funds by Seller, Seller's successors or assigns, Purchaser will share in all subsequent
<br />Payments and collections from such set -off in proportion to the percentage of participation at the time of the occurrence of the Default.
<br />12. ADMINISTRATION.
<br />A. Loan Servicing. Seller may administer the Loan and any related security and guaranties as though it were the sole owner and holder thereof. Except as
<br />provided below, Seller will make all decisions concerning the servicing of the Loan and any related security and guaranties, acceleration, foreclosure, acquisition
<br />of other security or guaranties, deficiency judgments, purchase at foreclosure sales, and administration and disposition of acquired security. Seller will not,
<br />without Purchaser's written consent, reduce principal or interest with respect to the Loan or release or allow for the substitution of any Property, outside the
<br />normal course of dealing with Borrower so as to substantially reduce the possibility of repayment of the Loan. Seller will not, without Purchaser's written
<br />consent, renew, extend or consent to the revision of the provisions of any note or security documents covered or waive any claim against Obligor.
<br />B. Seller's Duty to Purchaser. Seller will use the same degree of care in servicing and collecting the Loan as it would for its own accounts. Seller will not be
<br />liable to Purchaser for any action taken or omitted or for any error in judgment, except for bad faith or willful misconduct.
<br />C. Participation Agreement. Seller will remit Purchaser's percentage of the Payments and any shared Borrower Fees not later than the close of the tenth
<br />business day following receipt of any Payments or Borrower Fees. If shared, Expenses and Administrative Fees will be charged to and payable by Purchaser
<br />from time to time as they are incurred or as otherwise agreed. Unless otherwise agreed, such charges will be deducted from the amount of any Payments or
<br />Borrower Fees to be remitted to Purchaser from time to time, but will not exceed the total amount to be remitted to Purchaser at any one time. At Seller's
<br />option, and upon reasonable notice to Purchaser, Seller may demand full payment of any outstanding Expenses or Administrative Fees due Seller. If Seller must
<br />refund any part of a Payment that was remitted to Purchaser—to Borrower or any other person, Purchaser shall remit to Seller immediately the amount received
<br />by Purchaser.
<br />13. FAILURE TO REMIT PAYMENTS. If Seller fails to remit amounts'reoeived from Borrower that are due and payable to Purchaser as specified in this Agreement
<br />then all of the following applies.
<br />A. Purchaser's Duty. Purchaser will not be responsible for any Ezp`e"nses qr Administrative Fees incurred by Seller until all amounts owing Purchaser are paid in
<br />full with applicable interest.
<br />B. Seller's Penalty. Seller will pay to Purchaser, in addition to the full amount of any late amounts due and payable to Purchaser, a penalty on the late amounts
<br />equal to any penalty specified on the Promissory Note or, if none is specified, "t.e�Promissory Note rate.
<br />14. FUNDING OF THE LOAN. Purchaser will pay to Seller on demand (in immediately available funds as agreed to herein) the amount agreed to in this Agreement,
<br />up to the stated limit, and subject to all other conditions of this Agreement. Within ten days of Seller's receipt of Purchaser's funds, Seller will deliver to Purchaser
<br />a statement containing: the total amount of the advance to Borrower; the portion of the advance which was funded by Purchaser; the total amount of Borrower's
<br />current obligation to Seller; and the portion of the total amount of Borrower's current obligation to Seller funded by Purchaser. If Purchaser fails to fund an advance
<br />in a timely manner Seller may terminate this Agreement without notice.
<br />15. SELLER'S REPRESENTATIONS. Seller represents that the Loan has not been classified at Seller's most recent examination; that the Loan is presently on an
<br />accrual status; that the loan is not in default on principal or interest payments; and that the terms of the Loan have not been renegotiated or compromised due to the
<br />deteriorating financial condition of Borrower.
<br />16. PURCHASER'S WARRANTIES. Purchaser hereby represents and warrants to Seller that at the time Purchaser executes this Agreement, Purchaser has received
<br />all authorizations of its loan committee, board of directors, shareholders, stockholders and such other bodies or persons as are necessary to authorize Purchaser's
<br />purchase of the agreed upon Share, that such authorization was reflected in the appropriate minutes thereof and continues to be an official record of Purchaser, and
<br />that Purchaser has the financial ability to perform its obligations under this Agreement.
<br />17. LIABILITY AND DISCLAIMER OF WARRANTIES. Purchaser acknowledges that it has made an independent investigation of the Loan, and has satisfied itself
<br />with respect to the credit standing of any Obligor of the Loan, the value of any security for the Loan, the validity and enforceability of the Loan agreement, the
<br />Promissory Note and any guaranty and security and all other matters in connection with the Loan. Purchaser acknowledges that it is not relying upon Seller's
<br />judgment, and that Seller has made no warranty of any kind, express or implied, in connection with the Loan or any of the foregoing. Unless otherwise agreed, Seller
<br />makes no warranties or representations regarding the legality, perfection, enforceability, or priority of any security interests, mortgages, guaranties, or similar
<br />documents issued in connection with the Loan. Purchaser agrees to share the risks of collection of the Loan and of the adequacy of the Property in proportion to
<br />Purchaser's Share.
<br />Purchaser releases Seller from any liability under state or federal securities laws arising from the failure of Seller to register the Purchaser's Share in the Loan.
<br />Purchaser and Seller acknowledge that based on their independent evaluations, Purchaser's Share in the Loan is either not a security under a federal or state law or,
<br />if a security, is exempt from registration or qualification.
<br />18. NOTIFICATION. Seller and Purchaser will promptly notify each other should either receive actual notice or knowledge of any loss of Property or change in
<br />financial condition of any Obligor under the Loan, which will have a material adverse effect upon continuation of payments under the Loan or its repayment on
<br />default. All notices will be sent by first -class mail and sent to the address shown in this Agreement.
<br />19. DEFAULT AND LIQUIDATION OF LOAN. Notwithstanding any payment terms to the contrary, in the event of Default, or if Seller in its sole discretion should
<br />otherwise accelerate and liquidate the Loan, all Payments collected and received by Seller will be applied ratably as follows: first, to Expenses; second, to the
<br />unpaid principal amount of the Loan in proportion to the respective unpaid investments of Seller and Purchaser in the Loan at the time of Default; and third, to the
<br />respective accrued interest and other charges of Seller and Purchaser. Upon Borrower's Default, all Payments and Borrower Fees received from Borrower, whether
<br />designated for repayment of the Loan or undesignated, will be deemed intended for the repayment of the Loan in accordance with this Agreement.
<br />20. REMOVAL OF SELLER AS ADMINISTRATOR. The Seller may be removed as the Loan's administrator under the following terms and conditions.
<br />A. Qualifying Events. Upon the occurrence of any of the following events, Purchaser may notify Seller and assume the administration of the Loan and related
<br />guarantees and security agreements as well as demand any documentation or writings reasonably necessary to evidence proof of Purchaser's security interest
<br />and perfection.
<br />(1) Seller fails to comply with Seller's fiduciary, contractual or legal obligations as provided under this Agreement or by state or federal law.
<br />(2) Seller petitions for or becomes subject to bankruptcy.
<br />(3) Seller commits any act of insolvency.
<br />19228 LLC
<br />Minnesota Participation Certificate & Agreement
<br />MN/ 4XXag068700178200007376018011211Y Wolters Kluwer Financial Services °1996, 2011 Bankers SystemsTM
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