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Wholesale Broker Agreement

This agreement is made and entered into this day of 20 by a(n) whose address is (the “Broker”) and Token Mortgage Corporation, 655 N. Central Avenue Suite 1751, Glendale, CA 91203 (“Token”, the “Lender”).

WHEREAS, the Broker desires to broker residential home loans to the Lender and the Lender desires to fund such loan;

NOW, THEREFORE, in consideration of the premises and mutual covenants made herein, and of other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

1. Origination and Funding of Loans
   1. Subject to the terms and conditions of the Agreement, Broker agrees to process loan packages for conventional loans in accordance with this Agreement and with the procedures and policies of the Lender as published to the Broker from time to time, and the Lender agrees in its sole discretion to fund those loans it deems acceptable. Not withstanding any provision to the contrary, the decision whether any loan shall be made, and if so, in what amount and under what terms, is the sole decision of the Lender and the Lender shall have no obligation whatsoever to accept or fund any loan which is not approved in writing and by the Lender in its sole discretion.
2. Duties of Broker
   1. On each loan application Broker shall
   1. Follow the procedures prescribed by Token as to appraisals;
   2. Provide the required borrower’s credit documentation directly from the original sources;
   3. Prepare the required borrower’s credit documentation;
   4. Submit the package to Token for underwriting and appraisal determination of the entire credit and property package prior to funding.
   2. All loan applications shall be for loans secured by first or second trust deed on California property;
   3. When requested by Token, Broker shall determine whether any requirements imposed as a condition of funding a loan have been completed and if Broker finds them completed, Broker shall certify that such matters have been fully performed or completed in accordance with the terms and conditions imposed. By such certification, Broker shall assume all responsibility to remedy any such deviation, deficiency or defect.
   4. Broker shall comply with all applicable State and federal laws, including without limitations, the regulations of the California Departments of Real state and all other applicable regulation.
   5. Broker shall be financially responsible for any errors or omissions by Broker (including their employees) on loans submitted by agent, which may cause Token to suffer any liability, damage or financial loss.
   6. Loans paid off within 120 days of funding are considered Early Payoff (EPO). Broker is responsible to refund any rebates and/or premium pricing received from Token. If payment is not received within 30 days of the invoice date, then the Lender will deduct such amounts from any outstanding rebates or premiums owed from any Broker checks.
3. Specific Representations as to Loan Packages:
   1. Broker makes the following representations and warranties to the Lender with respect to each loan package, each of which shall be deemed to have been made as of the Agreement date and/or the funding date:
   1. The representations are true and correct;
   2. Each proposed loan has been prepared in compliance with all applicable laws and regulations and shall be free from any fraud or misrepresentation with regard thereto.
   2. Broker shall indemnify and hold Token harmless from and against any and all loss, cost, damage, claim or expense including attorney’s fees and costs, which Token may sustain and arises out of or is in any way related to, a breach by the Broker of the representations and warranties set forth in this agreement.
4. Documentation
   1. Loan packages missing documentation shall not be funded until such time as all required documentation has been received.
5. Termination. Token shall have the right to terminate the rights of Broker under this Agreement by written notice to Broker upon the happening of any of the following events. Any termination of rights of Broker under this Agreement shall not relieve Broker of its obligations under this Agreement and Broker shall continue to remain obligated to Token by reason thereof:
   1. Insolvency or bankruptcy on the part of the Broker
   2. The placement of the Broker on probation or restriction of its activities by an Agency of the state of federal government;
   3. Broker fails to observe or comply with any of the material terms or provisions of this Agreement;
   4. Broker assigns or attempts to assign its rights or obligations under this Agreement.
6. Prior Agreements
   1. This Agreement supersedes any prior agreements between the Lender and Broker governing the subject matter thereof; provided however, that Broker shall not be released from any responsibility or liability that may have arisen under such agreements and undestandings
7. Governing Law
   1. This Agreement is made in the State of California and shall be governed by the laws of such State.
8. Severability
   1. If one or more of the covenants, agreements, provisions or terms of this agreement shall be for any reason whatsoever held to be invalid or unenforceable, then such covenants, agreements, provision or terms shall be deemed severable from the remaining covenants, agreements, provisions and terms of this Agreement and shall in no way affect the validity or enforceability of the other covenants, agreements, provisions or terms of this Agreements.
9. Successors
   1. This Agreement shall be binding upon, and inure to the benefit of the parties hereto and their respective successors and assigns, including with respect to each loan, and successor owner thereof in whose favor Token shall execute an Assignment and Acknowledgment with respect of such loan, provided however, that Broker may not assign any of its rights or obligations herein.

IN WITNESS WHEREOF, the parties hereto respectively have executed this Agreement as of the date first above written.