albitas-loan

Common Good members, to lend to Albita’s, click “Agree and Participate” at the bottom of the page. In transferring funds to Albita’s Loan Fund (minimum $200), you agree to the participation terms laid out below.

If you are not a Common Good member, sign up first.

PARTICIPATION AGREEMENT

THIS PARTICIPATION AGREEMENT (this “Agreement”) is made by and between Common Good, whose address is PO Box 21, Ashfield, Massachusetts 01330, and you (“You”), an individual or company member of Common Good, identified by a specific Common Good account (“Your Account”).

WHEREAS, Common Good is a nonprofit non-bank financial institution for community empowerment with a mission to design and establish the framework for an economy that shifts power from big business and big government back to communities, where people know and care about each other (Common Good’s “Charitable Purpose”); and

WHEREAS, Common Good wants to facilitate loans to the Borrower (as defined below) for the purpose of leveraging community support to help a valued local business and the community members who own it, by refinancing high-interest debt owed to big businesses that drain capital from the community — a purpose consistent with Common Good’s Charitable Purpose; and

WHEREAS, You want to support Common Good in its activities in furtherance of its Charitable Purposes by participating in the Loan (as defined below) in accordance with the terms and conditions set forth in this Agreement.

NOW THEREFORE, in consideration of the premises listed above, Common Good and You (the “Parties”) hereto pledge and agree as follows:

Definitions. As used herein, the following terms have the following meanings:

• “Aggregate Loan Agreement“: The loan agreement between the Borrower and Common Good (linked here).
• “Borrower”: Alba Agudelo and Antonio Galindo, whose address is 69 2nd Street, Turners Falls, Massachusetts 01376.
• “Current Participation Amount”: The part of the Initial Participation Amount (as defined below) still outstanding at a given point in time.
• “Current Participation Percentage”: On any date, the ratio of your Current Participation Amount to the outstanding principal balance of the Loan.
• “Gift Fund”: a Common Good account, owned by Common Good, in the name of “Albita’s Gift Fund”.
• “Initial Participation Amount”: The total of any amounts You transfer to the Loan Fund through the Common Good system.
• “Loan”: The aggregate interest-free loan made by Common Good to the Borrower pursuant to the Aggregate Loan Agreement.
• “Loan Fund”: a Common Good account, owned by Common Good, in the name of “Albita’s Loan Fund”.

Agreement to Participate. Subject to the terms of this Agreement, from and after the Effective Date, You will participate in the Loan in the amount of Your Current Participation Amount. In consideration therefor, You will transfer to the Loan Fund, from Your Account, your intended Initial Participation Amount. The relationship between You and Common Good constitutes a loan participation. That relationship is governed solely and exclusively by the terms of this Agreement, and does not constitute a partnership or a joint venture. No trust relationship is implied nor fiduciary duty imposed upon Common Good.

Distribution of Payments. All payments of principal paid by the Borrower to Common Good on account of the Loan and all donations received by Common Good for the purpose of reducing the principal balance of the Loan will be distributed by Common Good quarterly — between the 1st and 15th days of September, January, April, and July — and applied as follows: First, to Your Account based upon the Current Participation Percentage; Second, the remainder to Common Good. Any amounts to be distributed by Common Good pursuant to this Section will be transferred solely from funds actually received and collected by Common Good for those purposes from the Borrower or through donations made to the Gift Fund for the benefit of the Borrower. Notwithstanding anything to the contrary contained herein, You hereby acknowledge and agree that Common Good’s obligation to make payments to You under this Agreement will be limited to amounts actually received and collected by Common Good from the Borrower under the Aggregate Loan Agreement or through donations made to the Gift Fund for the benefit of the Borrower and will be subject to the other terms of this Agreement.

Administration of the Loan. Common Good will administer the Loan as Common Good, in its discretion, deems appropriate. Common Good is authorized and empowered, for its own benefit and for Your benefit hereunder, to exercise all of the rights and remedies provided in the Aggregate Loan Agreement with respect to the administration of the Loan.

Acceleration of Loan. After the occurrence of any Event of Default (as defined in the Aggregate Loan Agreement), Common Good may cause the acceleration of the Loan. In addition, after the occurrence of an Event of Default, Common Good has the right to take such action under the Aggregate Loan Agreement as Common Good in its reasonable judgment deems advisable.

Exculpation. Neither Common Good, nor any officer, employee, or agent of Common Good, will be liable for any act or omission to act pursuant to this Agreement except for such act or omission which constitutes gross negligence or willful misconduct.

Non Reliance by You. You hereby acknowledge that You have been provided with a copy of the Aggregate Loan Agreement (linked in the Definitions above). You acknowledge and agree that Common Good has not made any representation or warranty, whether expressed, implied, or imposed by law, to induce You to participate in the Loan. Without limiting the generality of the foregoing exclusion of representations and warranties, Common Good has no responsibility with respect to: (i) the genuineness, legality, validity, binding effect, enforceability, sufficiency, accuracy, or completeness of the Aggregate Loan Agreement; (ii) the filing, recording, or taking of any other action to perfect any security interest granted by the Borrower, or with respect to the Aggregate Loan Agreement; (iii) the collectability of the Loan; (iv) the truthfulness, accuracy, or completeness of any representation or warranty made by the Borrower; (v) the financial or other condition of the Borrower; or (vi) any other matter relating in any way to the Loan, the Aggregate Loan Agreement, the Borrower, or this Agreement, or any other person, entity, or matter not specifically referred to herein. You hereby warrant and represent that You have made Your own independent credit decision to enter into this Agreement as if You were making the Loan directly to the Borrower.

Acknowledgment of Risk of Loss. You hereby acknowledges that the Loan is not secured by any collateral or mortgage and that You are able to bear the risk of loss of Your entire investment in the event that the Borrower is unable to repay the Loan.

Securities Law Provisions. You have agreed to participate in the Loan for its own account and not for the account of any other person, and not with a view to distribution, assignment, or resale to others, as to fractionalization in whole or in part. You recognize that federal and state securities laws are not clear as to whether Your interest under this Agreement is a “security”.

Other Participations. No participation in the Loan by any other person has any effect upon this Agreement and the respective rights and obligations of the Parties hereunder. Each such other participation (if any) will be deemed and considered for purposes of this Agreement to have been advanced by Common Good for purposes hereof.

Amendments and Waivers. This Agreement constitutes the entire agreement between the Parties, supersedes all prior agreements and understandings, and incorporates all discussions and negotiations between the Parties with respect thereto. No provision of this Agreement may be altered, amended, supplemented, changed, waived, or rescinded except upon the written agreement of both Parties.

No Assignment. You will not sell, pledge, assign, sub-participate, or otherwise transfer its rights and obligations under this Agreement without the prior written consent of Common Good.

Notices. All notices to You will be in writing sent to the email address associated with Your Account. Notices to Common Good will be in writing sent to info@CommonGood.earth with the word “Albita’s” in the subject. Notices will be deemed delivered 24 hours after being sent.

Term. Unless sooner terminated pursuant to other provisions of this Agreement, this Agreement remains in full force and effect until the earlier of termination by written agreement of the Parties, or the indefeasible repayment of the Loan in full.

Construction of Agreement. This Agreement will be construed in accordance with the law of the Commonwealth of Massachusetts and is intended to take effect as a sealed instrument.

IN WITNESS WHEREOF, the Parties execute this Agreement as an instrument under seal as of the Effective Date.

By clicking this link, You accept the terms of the Agreement written above:  Agree and Participate