Funding Fee. [[Organization B:Organization]] shall pay to [[Organization C:Organization]] a Funding Fee for each Participated Mortgage Loan as compensation for [[Organization C:Organization]]’s costs and expenses incurred in connection with underwriting and processing its purchase of the Participation Interest in such Participated Mortgage Loan and administering such Participation Interest hereunder. The Funding Fee with respect to any Participated Mortgage Loan shall be: # earned in full by [[Organization C:Organization]] on the related Purchase Date; and # payable to [[Organization C:Organization]] by [[Organization B:Organization]] upon the earlier to occur of the date on which: # all or any portion of the related Participation Interest is to be repurchased by [[Organization B:Organization]] from [[Organization C:Organization]] as contemplated by and in accordance with the terms of this Agreement; # such Participated Mortgage Loan is sold to a Take-Out Purchaser as contemplated by and in accordance with the terms of this Agreement; or # the entire principal balance of such Participated Mortgage Loan has been paid in full by the related Borrower.

“Funding Fee” shall mean a fee payable by [[Organization B:Organization]] to [[Organization C:Organization]] in an amount equal to FIFTY and No/100 Dollars ($50.00) for each Participated Mortgage Loan. Subject to applicable Law, [[Organization C:Organization]] may, in its sole and absolute discretion, adjust the Funding Fee applicable to Participated Mortgage Loans upon thirty (30) days advance written notice to [[Organization B:Organization]], in which case, commencing upon the thirty-first (31st) day after the date of such notice, the Funding Fee set forth in such written notice shall apply to any and all Mortgage Loans in which [[Organization C:Organization]] elects to purchase Participation Interests on or after such thirty-first (31st) day.

“[[Organization B:Organization]]’s Funding Amount” shall mean, with respect to any Participated Mortgage Loan and the related Mortgage Loan Transaction, the total amount to be paid by [[Organization B:Organization]] (through sources other than an Advance) in connection with such Mortgage Loan Transaction, which [[Organization B:Organization]]’s Funding Amount shall be equal to the Total Funding Amount for such Participated Mortgage Loan less the Purchase Price for the Participation Interest therein.