Participations. [[Organization B:Organization]] agrees that [[Organization C:Organization]] may elect, at any time and in its sole discretion, to sell, assign and convey an undivided percentage ownership interest, or grant an undivided participation interest, in all or any portion of the Participation Interests (or any portion of any such Participation Interest) to one or more financial institutions, private investors and/or other Persons (collectively, “Participants”). [[Organization B:Organization]] further agrees that [[Organization C:Organization]] may disseminate to any such actual or potential Participants all documents and information (including any and all financial information) which has been or is hereafter provided to or known to [[Organization C:Organization]] in connection with this Agreement and the other Warehouse Documents and the transactions contemplated hereby and thereby, including, information with respect to [[Organization B:Organization]], each Obligated Party and each Mortgage Loan in which [[Organization C:Organization]] has purchased a Participation Interest.

Pursuant to the terms and conditions of the Warehouse Agreement, [[Organization B:Organization]] shall sell, transfer, assign and convey to [[Organization C:Organization]] a Participation Interest in each Mortgage Loan and Mortgage Loan Document related thereto in which [[Organization C:Organization]] elects to purchase a Participation Interest under the Warehouse Agreement.

The relationship established by this Agreement and the other Warehouse Documents between [[Organization C:Organization]] and [[Organization B:Organization]] is that of a [[Organization B:Organization]] and purchaser of Participation Interests in Mortgage Loans, and not that of a lender and borrower. Subject to Section 10.17(b), it is the intention of [[Organization C:Organization]] and [[Organization B:Organization]] that: # the purchase and sale of each Participation Interest hereunder shall be treated and construed as a sale by [[Organization B:Organization]] to [[Organization C:Organization]], and the purchase by [[Organization C:Organization]] from [[Organization B:Organization]], of a certain undivided percentage ownership interest in the related Mortgage Loan and the related Mortgage Loan Documents; and # each sale of a Participation Interest by [[Organization B:Organization]] to [[Organization C:Organization]], and each purchase of a Participation Interest by [[Organization C:Organization]] from [[Organization B:Organization]], is a sale of an undivided interest in a promissory note to [[Organization C:Organization]], and that pursuant to [Section 9.109] of the UCC of the State of Texas, [[Organization C:Organization]] and [[Organization B:Organization]]’s characterization of each such sale and purchase of a Participation Interest as a purchase and sale of such Participation Interest shall be conclusive that # the transaction is a sale and is not a secured transaction and # legal and equitable title has passed to [[Organization C:Organization]] in the Mortgage Loan and Mortgage Loan Documents in which [[Organization C:Organization]] acquired such Participation Interest.