**TRANSFER OF PARTICIPATION AGREEMENT**

SBA Loan No. [     ]{.underline}

Borrower: [     ]{.underline}

**WHEREAS**, on the [     ]{.underline}day of [     ]{.underline} a
certain Promissory Note in the original amount of \$ [     ]{.underline}
was executed by [     ]{.underline}, hereinafter called "Borrower," and
delivered to [     ]{.underline}, hereinafter called
"Transferor,"[]{.mark} and

**WHEREAS**, the repayment of the loan was partially guaranteed by the
United States Small Business Administration (SBA) under the provisions
of a Loan Guaranty Agreement, SBA Form 750, made by and between
Transferor and the SBA, and the Authorization for Guaranty
dated[]{.mark} [     ]{.underline}, and

**WHEREAS**, the Transferor desires to sell, transfer and assign its
participation in the loan to [     ]{.underline}[]{.mark}, hereinafter
called "Transferee", []{.mark}and

**WHEREAS**, the Transferor has notified the borrower of the details of
this transfer, and

**WHEREAS**, Transferee has made and entered into a Loan Guaranty
Agreement, SBA Form 750.

**NOW THEREFORE**, in consideration of the consent and agreement of the
SBA to the Transfer of Participation, the Transferee hereby agrees to
purchase the entire interest of the Transferor in the loan and agrees to
assume all the obligations of the Transferor under the **Loan Guaranty
Agreement and Guaranty Authorization, copies of which are attached as
Exhibits "A."**

The [     ]{.underline} further agrees to obligate itself and be and
remain liable for any and all deficiencies which may have resulted in
Transferor's closing or servicing of this loan.

IN WITNESS WHEREOF, this Agreement is executed by the undersigned
parties as of the [     ]{.underline} day of [     ]{.underline}, 20
[     ]{.underline}[]{.mark}.

> **Transferor: Transferee:**
>
> **Lender Name: [     ]{.underline} Lender Name: [     ]{.underline}**
>
> By: [     ]{.underline} By: [     ]{.underline}
>
> Address: [     ]{.underline} Address: [     ]{.underline}
>
> FIRS No. [     ]{.underline} FIRS No. [     ]{.underline}
>
> Telephone Number: [     ]{.underline} Telephone Number:
> [     ]{.underline}
>
> Facsimile Number: [     ]{.underline} Facsimile Number:
> [     ]{.underline}

# 

# UNITED STATES SMALL BUSINESS ADMINISTRATION

By: [     ]{.underline} **NOTE TO TRANSFEROR**:

Its: [     ]{.underline} Please indicate on Form 1502 that Loan has been

Transferred. Use Code 7 NOT code 6. DO NOT

> report as "Paid in Full"

**Commercial Loan Service Center - Fresno**

2719 North Air Fresno Drive, Suite 107 .

Fresno, California 93727-1547

\(559\) 487-5790

**Commercial Loan Service Center - Little Rock**

2120 Riverfront Drive, Suite 100

Little Rock, AR 72202-1794

\(501\) 324-5871

**Additional Template Instructions**

**This form must be accompanied with a 327 addressing the following
elements. See SOP 50-50-4, Chapter 5, Paragraph 27 for additional
details.**

1.  Did the borrower request the transfer, and will it benefit the
    borrower?

2.  What is the purpose of the transfer?

3.  When transferring a loan, the lender must notify the borrower of the
    details of the transfer.

4.  Does the lender acquiring the SBA guaranteed loans have an executed
    SBA Form 750, "Loan Guaranty Agreement?" (Also, identify the type of
    lender, e.g., CLP, PLP, LowDoc, etc.)

5.  Is the transfer in compliance with paragraph 26, "Assignment of
    Interest in a Loan/Transfer of Loan(s)?

6.  For transfer of a loan sold in the secondary market, both the buying
    and the selling lenders must provide written notification to the
    fiscal transfer agent (FTA) of the transfer of SBA's approval.