It is understood that each Participation Interest which [[Organization C:Organization]] purchases in any Mortgage Loan shall be purchased by [[Organization C:Organization]] for its own account for the short term investment of its capital and in reliance of [[Organization B:Organization]]’s agreement hereunder that: # [[Organization B:Organization]] shall arrange and complete the sale by and on behalf the Parties of the related Participated Mortgage Loan as and

Funding of Mortgage Loan Transactions; Purchase of Participation Interests. With respect to each Participated Mortgage Loan, [[Organization C:Organization]] and [[Organization B:Organization]] agree that:

Decision to Purchase. Each decision of [[Organization C:Organization]] whether to purchase any Participation Interest in any Mortgage Loan from [[Organization B:Organization]] hereunder shall be made by [[Organization C:Organization]] in its sole and absolute discretion. [[Organization C:Organization]] shall be under no obligation hereunder to purchase any Participation Interest in any Mortgage Loan nor shall [[Organization C:Organization]] have any obligation hereunder to purchase any minimum amount of Participation Interests in Mortgage Loans. In each instance where a Request is submitted to [[Organization C:Organization]], [[Organization C:Organization]] will make an independent decision whether to purchase a Participation Interest in any Mortgage Loan contemplated by the Request. [[Organization C:Organization]] may decline to purchase any Participation Interest in any Mortgage Loan for any reason or for no reason whatsoever and shall provide [[Organization B:Organization]] with notice of its decision not to purchase a Participation Interest within one Business Day of receipt of the Request from [[Organization B:Organization]]. The election of [[Organization C:Organization]] to purchase a Participation Interest in any Mortgage Loan shall be evidenced by the making of an Advance by [[Organization C:Organization]] for the payment of the Purchase Price related thereto. If [[Organization C:Organization]] elects to purchase a Participation Interest in an amount other than the Standard Percentage, it shall provide [[Organization B:Organization]] with notice of its decision within one Business Day of receipt of the Request from [[Organization B:Organization]].

Except for the Participation Interest in such Participated Mortgage Loan and any and all other rights, titles or interests of [[Organization C:Organization]] in or to such Participated Mortgage Loan and the related Mortgage Loan Documents: # [[Organization B:Organization]] is the sole direct, legal and beneficial owner of all rights, titles and interests in and to such Participated Mortgage Loan and the related Mortgage

Upon the making of an Advance by [[Organization C:Organization]] to or on behalf of [[Organization B:Organization]] for the purchase of a Participation Interest in such Participated Mortgage Loan as described above in this Section: # [[Organization C:Organization]] shall immediately have purchased such Participation Interest from [[Organization B:Organization]], and shall immediately have become fully vested with, an undivided percentage ownership interest in all of [[Organization B:Organization]]’s rights, titles and interests in and to such Participated Mortgage Loan and the related Mortgage Loan Documents, which undivided percentage ownership interest shall equal the Participation Percentage for such Participated Mortgage Loan; and # [[Organization B:Organization]] shall immediately make proper entries on its books and records disclosing the absolute sale by [[Organization B:Organization]] to [[Organization C:Organization]] of such Participation Interest in such Participated Mortgage Loan and the related Mortgage Loan Documents. The purchase and sale of a Participation Interest in any Participated Mortgage Loan hereunder shall be conclusively established by the making of an Advance by [[Organization C:Organization]] for the Purchase Price for such Participation Interest as and in the manner provided in this Section and shall be evidenced by the Blanket Assignment.

#[[Organization B:Organization]] shall have no obligation to offer for sale, and [[Organization C:Organization]] shall have no obligation to purchase, Participation Interests in such Mortgage Loans. However, [[Organization B:Organization]] and [[Organization C:Organization]] desire to set forth the terms under which such offers and purchases, if any, can be made.