WILLOW PROCESSING TERMS AND CONDITIONS (“TERMS”)

LAST MODIFIED: January 1, 2026

These Willow Processing General Terms and Conditions ("Terms") are hereby accepted and agreed to by the company and individual identified within the Willow Processing sign-up process ("Broker"), and constitute a legally binding agreement by and between Broker and Willow Processing, LLC, an Arizona limited liability company (the “Company”), with offices located at 4742 N. 24th Street #300, Phoenix, AZ 85016.

1. SCOPE OF SERVICES

1.1 Loan Processing. Broker may submit residential mortgage loan applications it has originated to the Company. Company agrees to process applications in compliance with applicable laws and regulations, making commercially reasonable efforts to ensure requirements of the selected lender are satisfied.

1.2 Broker Protection and Non-Solicitation. Broker’s past and present clients are protected from solicitation by the Company during and after the term of this Agreement. See Exhibit A for detailed terms.

1.3 Duties of Broker. Broker shall perform the duties outlined in Exhibit B. Exhibit B may be amended by the Company from time to time via written notice to the Broker.

1.4 Duties of Company. Company shall perform the duties outlined in Exhibit C. Exhibit C may be amended by the Company from time to time via written notice to the Broker.

2. FEES, PAYMENT, AND GUARANTEES

2.1 Compensation Structure. Services are compensated via:Borrower-Paid: Fees disclosed on the Closing Disclosure (CD) and paid by the borrower at closing.Client-Paid: Fees paid directly by the Broker.Split Payment: A combination of the above.

2.2 Financial Responsibility. Any portion of the processing fee not paid by the borrower or disclosed on the CD is the sole financial responsibility of the Broker. Fees disclosed on the CD will be invoiced to the escrow/title company. Fees paid by the Broker will be invoiced upon funding of the file.

2.3 Payment Terms and Auto-Charge. Broker must provide a valid credit card to be kept on file. Broker has three (3) business days from the invoice date to remit payment via an alternative approved method. If payment is not received within this window, Company is authorized to charge the credit card on file for the full balance.

2.4 Late Fees and Collections. Unpaid balances are subject to a 1.5% monthly interest charge (18% annually), compounding monthly. Accounts unpaid after 30 days will be referred to a collections agency.

2.5 Personal Guarantee. In consideration for the Company extending credit, the individual agreeing to this Agreement hereby personally and unconditionally guarantees the prompt payment of all sums or obligations now or hereafter due to the Company.

2.6 Independent Status and Restricted Representation. The relationship between the parties is that of independent contractors. This Agreement does not create a partnership, joint venture, or agency relationship. Broker and its Loan Officers have no authority to act for, bind, or otherwise represent Willow Processing, LLC in any capacity. Broker shall not use the Company’s name, logo, or trademarks in any advertising, marketing materials, or social media without express written consent. Broker and its Loan Officers are strictly prohibited from negotiating pricing, fees, or service terms on behalf of the Company with borrowers, real estate agents, or any other third parties. Broker shall be held strictly liable for any claims or damages resulting from unauthorized representations made by the Broker or its employees regarding the Company’s services or fees.

3. ACCESS AND SYSTEMS

3.1 Access Grants. Broker shall grant Company access to necessary systems, including but not limited to: AMCs, consumer credit portals, FHA Connection, VA WebLGY, flood certification systems, and Broker’s Loan Origination System (LOS).

3.2 Post-Termination Access. If this Agreement is terminated, Broker shall allow Company continued access to files currently in process. Failure to provide access will result in the Broker being charged the full closed-loan fee for all outstanding applications.

4. QUALITY CONTROL AND LIABILITY

4.1 Call Recording. Company may record telephone conversations with the Broker (licensed loan originators) for quality control and dispute resolution. Company does not record calls with consumers/borrowers or calls containing Non-Public Information (NPI).

4.2 General Indemnification. Broker shall indemnify, defend, and hold Company harmless against all claims, fines, or legal fees arising from (i) Broker’s performance, (ii) errors in documentation provided by Broker, or (iii) Broker’s breach of this Agreement.

4.3 Fee Tolerances and Cures. Broker shall indemnify Company from liability related to fee tolerances and cures. If Company generates disclosures at Broker’s request, Broker must review and approve the Loan Estimate (LE) in writing. Broker is solely responsible for ensuring all required and county-specific fees are accurate.

5. TERM AND TERMINATION

5.1 Termination. Either party may terminate this Agreement upon thirty (30) days advanced written notice. Upon termination, Company will deliver files past the conditional approval stage in exchange for payment for all work performed.

5.2 Non-Solicitation of Personnel. Neither party shall solicit the employees or contractors of the other during the term and for one (1) year following termination.

6. CONFIDENTIALITY AND DATA

6.1 Confidentiality. All information concerning loan applicants and the terms of this Agreement shall be kept confidential and disclosed only as required by law.

6.2 SMS Consent. By providing a phone number, Broker consents to receive SMS messages from Company for customer care. Message and data rates may apply. Reply STOP to opt out.

7. LEGAL PROVISIONS

7.1 Governing Law and Venue. This Agreement is governed by the laws of the State of Arizona. Any legal proceedings shall be brought exclusively in the courts of Maricopa County, Arizona.

7.2 Jury Trial Waiver. Both parties knowingly and voluntarily waive the right to a trial by jury in any dispute arising from this Agreement.

7.3 Attorneys' Fees. The prevailing party in any legal action shall be entitled to recover reasonable attorneys' fees and costs.

8. SERVICE LEVEL AGREEMENTS (SLA)

8.1 Turn Times. Tasks received before 3:00 PM (Processor’s local time) will be advanced to the next milestone on the same business day.

8.2 Exclusions. Turn times are paused for incorrect credentials, unapproved fees, missing AMCs, or Broker unresponsiveness.

8.3 Follow-Ups. Standard follow-ups occur every 24 hours, unless third-party timelines (underwriting turns, appraisal dates) dictate otherwise.

EXHIBIT A: Broker Protection

Company will not use Broker’s leads, client lists, or marketing strategies for any purpose other than the services provided herein. Company and its employees are strictly prohibited from soliciting Broker’s clients or encouraging third parties to contact Broker’s leads.

EXHIBIT B: Broker Responsibilities

Broker shall provide: Completed Loan Submission Form; Accurate 1003 (URLA) and 3.4 XML file; Tri-merge credit report and DU/LP Findings (Approved/Eligible). Note: All credit repair and rescoring are the sole responsibility of the Broker.

EXHIBIT C: Processor Responsibilities

Upon receipt of a complete file, Processor shall: Review 1003, index documents, and coordinate third-party orders (Title, HOI, Payoffs, etc.); Generate disclosures and submit to Underwriting; Engage borrowers and vendors to clear conditions; Facilitate Closing Disclosure (CD) generation and closing coordination; Complete the Post-Close Package