0001104659-06-045393 Sample Contracts

MARKETING SUPPORT AND WHOLESALER AGREEMENT
Marketing Support and Wholesaler Agreement • July 5th, 2006 • CS Financing CORP • Mortgage bankers & loan correspondents • California

This agreement (the “Agreement”), is made and entered into as of the 25th day of May, 2006 by and between CS Financing Corporation, a Delaware Corporation, having its principal offices at 45 San Clemente, Suite B210, Corte Madera, CA 94925 (“Issuer”), and Financial Product Distributors, LLC (“FPD” or “Wholesaler”), a Delaware limited liability company having its principal offices at 1050 Winter St., Suite 1000, #1078, Waltham, MA 02451, in order to establish the terms under which the Wholesaler will assist the Issuer in distributing the Issuer’s $100,000,000, 5 year, 10% notes offering (the “Notes”) by (1) organizing a competent group to distribute the Notes (the “Selected Dealer Group”) and (2) referring the Notes to registered representatives of the firms in the Selected Dealer Group (the “RR’s”) and be compensated by the Issuer for such activities.

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