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Loan Participation Agreement

This is an actual contract between Wachovia Preferred Funding and Wachovia Bank, National Association.

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Exhibit 10(a)(S11) LOAN PARTICIPATION AGREEMENT THIS LOAN PARTICIPATION AGREEMENT AND AGREEMENT FOR CONTRIBUTION (" Agreement" ), entered into as of b7 (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" ). Recitals 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. Agreement NOW, THEREFORE, in consideration of the premises, the parties hereto agree as follows. Definitions. " 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 credit. " 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 b7 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. Representations and Warranties of Bank. To induce Participant to enter into this Agreement, Bank hereby makes the following representations and warranties: 1) Bank is a national banking association legally and properly organized and validly existing and is in good standing under the laws of the United States. 2) Bank has the power and authority to own its properties, to carry on its business in the manner in which it conducts such business and to execute, acknowledge and deliver this Agreement and the Servicing Agreement connection with the sale of the Participation Interest and this Agreement. 3) Compliance by Bank with the terms and conditions of this Agreement does not conflict with, or result in a breach of or default under, any other agreement or instrument to which Lender is a party, or any federal or state law, regulation, ruling or interpretation to which Lender is subject. 4) There is no litigation, administrative action, arbitration, proceeding or investigation pending or, to the best knowledge of the Bank, threatened against the Bank in any federal, state or local court, or before any administrative agency or arbitrator, or before any other tribunal duly authorized to resolve disputes which would have a material adverse effect on the Participation Interest. 5) Bank is the sole owner of the Loans (subject to Participant' s Participation Interest therein), has full legal authority, has taken all required corporate action and obtained all consents required to sell, transfer and assign the Participation Interest to Participant, and (subject to Participant' s Participation Interest therein), is free and clear of all claims and encumbrances of any type. 6) All documents or instruments pertaining to the sale of the Participation Interest are properly authorized, executed and valid and binding on Bank. 7) Each Loan has been closed, advanced, booked, administered and serviced by Bank in accordance with the Policies and Procedures. 8) To the Bank' s knowledge, each Loan Document executed is genuine, was duly authorized, executed and delivered and is the legal, valid and binding obligation of each party thereto, enforceable in

2 accordance with its terms except as such enforcement may be limited (i) by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors' rights generally, (ii) by general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law) and (iii) to the extent that certain of the remedial provisions of the Loan Documents may be limited by applicable law, provided that such limitations do not make the remedies provided for in the Loan Documents inadequate for the practical realization of the benefits of the security intended to be afforded thereby. 9) All recordable instruments included in the Loan Documents have been duly recorded in all places necessary to perfect valid security interests or mortgage liens, as the case may be, and create valid security interests or mortgage liens, as the case may be, of the intended priority. 10) All costs, fees and expenses incurred in underwriting, closing and funding any Loan and recording any instruments have been paid or are not assessable against the Participant. 11) All applicable federal and state laws, regulations, rulings and interpretations applicable to the making and servicing of any Loan have been complied with. 12) As of the Effective date none of the Loans are in none accrual status. 13) No Loan is an adjustable interest rate loan product (" ARM" ), an equity line of credit (" PEL" ) or a revolving line of credit (" HELOC" ). 14) To the Bank' s knowledge, none of the Loan Documents is subject to any valid set-off, abatement, diminution, counterclaim or defense, including but not limited to a defense of usury, or any right of recession, and no such set-off, abatement, diminution, counterclaim or defense, including a defense of usury, or right of rescission, has been asserted with respect thereto. 15) The information set forth on Schedules A and B with respect to such Loans is true and correct in all mater
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