or on such other basis as Lead Lender and Participant may agree, and in such accounting shall request Participant to make its share of the advances and shall pay over to Participant its share of Collections to reflect Participant's undivided interests in the Loans on a monthly, or other agreed basis; and

(b). After the declaration of an Event of Default under the Loan Agreement, all Collections and additional advances of the Loans shall be applied pro rata among Lead Lender, Participant and any other participant in accordance with the principal amount of the Loans held by each as of such declaration of an Event of Default.

4. Lead Lender obligation to account for and pay over to Participant Participant's share of Collections, determined according to the preceding Paragraph 3, is subject to any adjustments on Collections attributable to interest, as referred to in Paragraphs 7 and 8 below, with respect to delayed purchases by Participant, and further subject to Lead Lender's right of offset referred to in Paragraph 8 below, with respect to advances not made by Participant, and in Paragraph 12 below, with respect to expenses not reimbursed by Participant.

5. In the event any Collection received by Lead Lender and applied to the account of Participant is rescinded or must otherwise be returned by Lead Lender for any reason, Participant will, upon notice by Lead Lender, forthwith pay over to Lead Lender its share (determined in accordance with Paragraph 3(b) above) of the amount so returned.

6. Lead Lender will give at least one (1) business day's prior notice to Participant by telephone or other means of immediate notice of the amount and date of each requested advance from Participant of its portion of Loans. Upon receipt of such notification, Participant shall cause its share of the amount so specified to be deposited with Lead Lender on the date so specified before 12 o'clock noon, which amount shall be in federal or other immediately available funds.

7. Lead Lender represents to Participant that the total principal amount of Loans advanced as of the date of this Agreement is $_____ . Participant shall immediately purchase its proportionate share thereof and cause such amount to be deposited with Lead Lender in federal or other immediately available funds. Lead Lender shall be entitled to all interest on such advances until it receives Participant's payment for the proportionate purchase of the advances pursuant to this Agreement.

8. In the event Participant fails or refuses to cause to be deposited to Lead Lender its share of a loan advance within the time and otherwise as required in Paragraphs 6 and 7 above, Lead Lender shall have the right to make the loan advance and will be entitled to all interest attributable to it except interest accruing after Lead Lender is reimbursed for such amount by Participant. Further, Lead Lender shall be entitled to offset against Participant's share of Collections the amount of such advances made on behalf of Participant until reimbursed therefor by Participant. Nothing in this paragraph shall be construed as releasing, modifying or waiving the obligation of Participant to forward or deposit its loan advances as provided in Paragraphs 6 and 7 above.

9. Lead Lender represents that it shall exercise the same care and prudent judgment with respect to the Loans as it exercises with respect to its loans in which no participations are sold. Lead Lender assumes no further responsibility and shall not be liable for any delay or failure to make Collections, any act or omission under the Loan Documents, or any loss resulting from any of the above except for Lead Lender's own bad faith or reckless conduct. Without limitation of the generality of the above, Lead Lender (a) may consult with legal counsel (including counsel for the Borrower), independent public accountants and other experts selected by Lead Lender and shall not be liable for any action taken or omitted to be taken in good faith by Lead Lender in accordance with the advice of such counsel, accountants or experts, (b) makes no warranty or representation and shall not be responsible for any statement, warranty or representation made in or in connection with the Loan Documents or for the financial condition of the Borrower or any guarantor or for the value of any Collateral, (c) shall not be responsible for the performance or observance of any of the terms, covenants or conditions of the Loan Documents on the part of the Borrower, guarantor, or others and shall not have a duty to inspect the property (including the books and records) of the Borrower, (d) makes no warranty or representation and shall not be responsible for the due execution, legality, validity, enforceability, genuineness, sufficiency or collectability of the Loans or Loan Documents any Collateral therefor, and (e) shall incur no liability under or in respect of the Loan Documents or

Collateral by acting upon any notice, consent, certificate or other instrument or writing (which may be by telegram, cable or telex) believed by Lead Lender to be genuine and signed or sent by the proper party.

10. Participant has been furnished true and correct copies of all Loan Documents received by Lead Lender to the date of this Participation Agreement. Lead Lender will furnish to Participant true and correct copies of all modifications, amendments or supplements to the Loan Documents promptly upon receipt by Lead Lender. Lead Lender has previously furnished Participant with the financial statements of the Borrower as provided to Lead Lender by Borrower. If not furnished by Borrower, Lead Lender will promptly furnish to Participant true and correct copies of all financial statements delivered by Borrower to Lead Lender and will make available for inspection pursuant to Paragraphs 13 and 18 hereof all information delivered by Borrower to Lead Lender. Participant agrees and represents that it has relied upon its independent review (i) of the above documents, and all representations and warranties made by Borrower therein, and (ii) of any information independently acquired by Participant from the Borrower or others in making its decision to participate in the Loans. Participant represents and warrants that it has obtained such information as it deems necessary (including any information Participant independently obtained from the Borrower or others) prior to making its decision to participate in the Loans. Participant further agrees and represents that it has made its own independent analysis of Borrower's authority, creditworthiness, and ability to perform its obligations under the Loan Agreement and has relied on such review in making its decision to participate in the Loans. Participant agrees that it will continue to rely solely upon its independent review of the facts and circumstances related to Borrower in making future decisions with respect to all matters under or in connection with the Loan Documents and its participation in the Loans. Lead Lender makes no representation or warranty and assumes no responsibility with respect to the due execution, validity, sufficiency, enforceability or collectability of the Loans or the Loan Documents or with respect to the accuracy and completeness of matters disclosed, represented or warranted in the Loan Documents by Borrower (including financial matters). Lead Lender assumes no responsibility for the financial conditions of the Borrower or for the performance of the Borrower's obligations under the Loan Documents.

11. Lead Lender reserves the exclusive right to make any and all routine decisions in connection with the service and management of the Loans and in connection therewith grant incidental waivers and consents, and furthermore reserves the exclusive right, and may in its sole discretion from time to time and without notice to Participant (a) waive any of the conditions to Lead Lender's obligations for the advance of the Loans; (b) agree to the amendment, modification or waiver of any of the terms of the Loan Documents; (c) consent to any action or failure to act by the Borrower; (d) exercise any rights or remedies which Lead Lender may have under the Loan Documents, including the right to declare, or refrain from declaring, the indebtedness created under and pursuant to the Loan Documents due and payable upon the happening of any event of default under the Loan Documents, and to foreclose and sell, or refrain from foreclosing and selling, any Collateral which may then be held by Lead Lender as security for the Loans; (e) make any and all decisions in connection with the service and management of the Loans; or (f) do any other acts or exercise any other rights with respect to the Loans or Loan Documents; provided, however, nothing contained in this paragraph shall authorize Lead Lender to increase the principal amount of the Loans or change the date fixed for payment of principal or interest as specified in the Loan Documents without the prior written consent of Participant. In the event any of the Collateral is foreclosed upon in any manner or sold in lieu of foreclosure, Lead Lender may purchase any such Collateral either or both (i) on behalf of all holders of participations and interests in the Loans (including Lead Lender) by application of all or any part of the Loans, or (ii) where the Collateral secures other indebtedness owing to us, on behalf of all holders of participations and interests in such other indebtedness (including Lead Lender) by application of all or any part of such other indebtedness. Further, any holder of a participation or interest in the Loans (including Lead Lender or Participant) may purchase any of the Collateral at any foreclosure sale or sale in lieu of foreclosure on its own behalf for cash to the same extent as any third party.

12. All losses incurred in connection with the Loans or the enforcement thereof shall be borne by Lead Lender and Participant along with the other participants in the Loans and Loan Documents in accordance with their respective interests in the Loans as provided in Paragraph 3(b). Participant will, upon Lead Lender's request, reimburse Lead Lender for Participant's proportionate share (which shall be the percentage which Participant's maximum commitment hereunder is of the maximum commitment under the Loan Agreement as stated in the recitals hereof) of any expenses not paid or provided for by Borrower (i) incurred by Lead Lender in connection

with any such default, (ii) any other expenses incurred in connection with the enforcement of any provisions of the Loan Documents, (iii) any expenses incurred by Lead Lender in connection with the consummation of the Loans, and (iv) any expenses incurred by Lead Lender (including reasonable attorneys' fees) due to any action, suit or proceeding in which Lead Lender is a party which in any way challenges the validity of the Loans. Lead Lender shall be entitled to offset against Participant's share of Collections Participant's proportionate share (as defined in the preceding sentence) of such expenses until reimbursed therefor by Participant. If Lead Lender is otherwise reimbursed for any such expenses by or for the account of Borrower, Lead Lender will refund to Participant Participant's proportionate share of such amount.

13. Lead Lender will give Participant written notice of any default under the Loan Documents of which Lead Lender becomes aware, if such default in Lead Lender's judgment adversely affects the respective interests of Lead Lender and Participant. Further, Participant may inspect and make copies of such resolutions, correspondence, schedules, credit information and other documents as Lead Lender's files may contain with respect to the Borrower or the Loans. Lead Lender will make appropriate notations in its books and records to disclose the Participant's participation interest in the Loans, and Participant may examine at the offices of Lead Lender such books and records relative to the Loans and the Participant's participation at reasonable times during normal business hours. Upon written request by Participant, Lead Lender will use its best efforts to obtain and supply such information or documents with respect to the Borrower or the Loans as Participant may specify. Lead Lender shall not be obligated, however, to supply or make available to Participant any files, books, records, documents or information if such would cause Lead Lender to violate any contractual or legal obligation to which Lead Lender is subject, or if such would expose Lead Lender to personal liability to the Borrower or other third parties. Lead Lender shall have no other duty to give Participant notice or information with respect to the Borrower or the Loans. Lead Lender assumes no responsibility for the truth or the accuracy of the information with respect to the Borrower or the Loans which is supplied to Participant, whether by Lead Lender or by anyone else.

14. The Collateral, if any, for the Loans shall be that listed or described in the Loan Documents, together with any substitutions therefor, and any additional property specifically pledged to Lead Lender for the purpose of securing the Loans. Where any of the Collateral secures other indebtedness of the Borrower to Lead Lender not within the Loan Documents, except as expressly provided otherwise in the Loan Documents, Lead Lender may, at its discretion, apply the proceeds of such Collateral to all indebtedness secured (including the Loans) in proportion to the respective unpaid principal balances thereof (such balances being reduced, however, by the reasonable value of other security which will be applied to any such indebtedness including the Loans). Participant shall have no interest in any other loans made to the Borrower by Lead Lender other than the Loans under the Loan Documents, or in any property taken as security for any other loan or loans made to the Borrower by Lead Lender, or in any property now or hereinafter in the possession or control of Lead Lender, which may be or become security for the Loans solely by reason of the provisions of the security instrument that would cause such security instrument and the property covered by it to secure generally all indebtedness owing to Lead Lender. Further, Participant shall have no interest in any property or funds which may be seized or held by Lead Lender by reason of any general lien or counterclaim, or which are advanced by or on behalf of the Borrower, expressly for payment on other indebtedness owing to Lead Lender or without any express reference to or requirement of payment on any specific indebtedness owing to Lead Lender. Notwithstanding the above, to the extent Lead Lender applies such funds or the proceeds of such property to reduction of the Loans, Lead Lender will share such funds or proceeds with Participant as a Collection as provided under Paragraph 4 of this Agreement. In the event that Participant shall obtain payment, whether partial or full, from any source in respect of the Loans, including without limitation payment by reason of the exercise of a right of offset, banker's lien, general lien, or counterclaim, reducing Participant's outstanding balance in the Loans below your pro rata share of the total outstanding balance of the Loans, Participant will promptly make such adjustments (which may include the purchase of further participations or subparticipations in the Loans) to the end that such excess payment shall be shared with Lead Lender and all holders of participations in the Loans ratably (in proportion to the interest of each of the total principal amount of the Loans), provided, however, that if all or any portion of such payment is thereafter recovered from Participant, the purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest.

15. Participant shall not voluntarily sell, participate, transfer, encumber or assign its share in the Loans. Participant represents that it has acquired and is retaining participation in the Loans for its own account and not

with a view toward the sale or further participation thereof. It is understood that Lead Lender may issue other participations in the Loans at any time and from time to time. Lead Lender reserves the right, at its option, to purchase the Participant's interest in the Loans, or any part thereof, at any time for the unpaid amount of such participation plus all other amounts owing to Participant with respect to the interest purchased.

16. Neither the execution of this Agreement, the sharing in the Loans, nor any agreement to share in profits or losses arising as a result of this transaction is intended to be or to create, and the above shall not be construed to be, any partnership, joint venture or other joint enterprise between Lead Lender and Participant.

17. Neither the execution of this Agreement, nor the sharing in the Loans, nor the Lead Lender's holding of the Loan Documents in the name of Lead Lender nor the management and administration of the Loans and Loan Documents by Lead Lender, nor any other right, duty or obligation of Lead Lender under or pursuant to this Agreement is intended to be or create, and none of the above shall be construed to be or create, any express, implied or constructive trust relationship between Lead Lender and Participant. The parties agree and stipulate that Lead Lender is not acting as trustee for Participant.

18. Lead Lender shall maintain such books and records with respect to the Loans in the same manner as it maintains with respect to other loans of similar type and amount, which books and records shall be made available to Participant and its agents and representatives at the offices of Lead Lender at all reasonable times during business hours for the purpose of inspection, examination and audit. The amount of Participant's participating interest in all Collections will, upon receipt by Lead Lender, be accounted for on Lead Lender's books and records in a manner so as to reflect the interest therein of Participant.

19. Lead Lender shall have no obligation to repurchase this participation upon any default in the Loans or Loan Documents or otherwise.

This Agreement shall be construed in accordance with and governed by the laws of the State of _________ and of the United States of America, and shall constitute the entire understanding with respect to the Participant's participation.

WITNESS THE EXECUTION as of the date first above written.

[Signatures]