0001082337-01-500011 Sample Contracts

SYSTEMS AND MARKETING AGREEMENT
Systems and Marketing Agreement • November 14th, 2001 • E Loan Inc • Mortgage bankers & loan correspondents • California

This Systems and Marketing Agreement ("Agreement") is entered into as of July 1, 2001 ("Effective Date") between H&R Block Mortgage Corporation, a Massachusetts corporation having an address at 3 Ada, Irvine, California 92618 ("HRBM") and E-LOAN, Inc., a Delaware corporation having an office at 5875 Arnold Road, Dublin, California 94568 ("E-LOAN") (collectively, the "Parties")

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AUTO LOAN PURCHASE AND SALE AGREEMENT
Confidential Treatment • November 14th, 2001 • E Loan Inc • Mortgage bankers & loan correspondents • California

This Auto Loan Purchase and Sale Agreement ("Agreement") is made on August 3, 2001 (the "Effective Date"), by and between Patelco Credit Union, a State chartered credit union with its principal office at 156 Second St. SF, CA 94105 ("Correspondent") and E-LOAN, Inc., a Delaware corporation with its principal office at 5875 Arnold Road, Dublin, CA 94568 ("E-LOAN").

Fourth Amendment to Marketing Agreement
Marketing Agreement • November 14th, 2001 • E Loan Inc • Mortgage bankers & loan correspondents

This Fourth Amendment to Marketing Agreement ("Amendment") dated July 1, 2001, is made and entered into by and between Charles Schwab & Co., Inc., a California corporation, ("Schwab") and E-Loan, Inc., a Delaware corporation ("E-Loan"), and is effective as of July 1, 2001.

GMAC Mortgage August 6, 2001 Joseph Kennedy President E-Loan, Inc. 5875 Arnold Road Dublin, CA 94568
E Loan Inc • November 14th, 2001 • Mortgage bankers & loan correspondents

RE: Warehouse Credit Agreement, as amended (the "Warehouse Credit Agreement"), among Cooper River Funding Inc., as Lender ("CRF"), GE Capital Mortgage Services, Inc., as Agent ("GECMSI") and E-Loan, Inc., as Borrower (the ".Borrower"), together with the other transaction documents related thereto or executed by the Borrower in connection therewith, each as amended (the "Related Documents"), including, without limitation, any and all corresponding Promissory Notes, Warehouse Security Agreements, Guaranty and Surety Agreements, Support Agreements, UCC-1 Financing Statements (or similar filings), Escrow Agreements and Intercreditor Agreements.

FIRST MODIFICATION AGREEMENT
First Modification Agreement • November 14th, 2001 • E Loan Inc • Mortgage bankers & loan correspondents • Delaware

THIS FIRST MODIFICATION AGREEMENT (the "Agreement") is made as of the 1st day of November, 2001, by and among E-LOAN, INC. (the "Borrower"), and GMAC Bank, a federal saving bank (the "Lender").

Auto Loans Alliance Program Agreement
Confidential Treatment • November 14th, 2001 • E Loan Inc • Mortgage bankers & loan correspondents • Missouri

This Auto Loans Internet Program Agreement ("Agreement") is made as of the 15 day of August, 2001 ("Effective Date"), by and between Household Automotive Credit Corporation, a Delaware corporation with its principal office at 11452 El Camino Real, San Diego, California 92130 (herein "HACC"); Household Bank, f.s.b., a federal savings bank with a branch office located at 1111 Town Center Drive, Las Vegas, Nevada, 89144 (herein "Household Bank" and collectively with HACC, "Household") and E-Loan, Inc. a Delaware corporation with its principal office at 5875 Arnold Road, Dublin, California, 94568 (herein "Company").

WAREHOUSE CREDIT AGREEMENT between E-LOAN, INC., as Borrower, and GMAC BANK, as Lender Dated as of November 1, 2001
Credit Agreement • November 14th, 2001 • E Loan Inc • Mortgage bankers & loan correspondents • Delaware
AUTO LOAN PURCHASE AND SALE AGREEMENT
Confidential Treatment • November 14th, 2001 • E Loan Inc • Mortgage bankers & loan correspondents • California

This Auto Loan Purchase and Sale Agreement ("Agreement") is made on July 3, 2001 (the "Effective Date"), by and between Compass Bank, a corporation with its principal office at 15 South 20th Street, Birmingham, Alabama 35223 ("Correspondent") and E-LOAN, Inc., a Delaware corporation with its principal office at 5875 Arnold Road, Dublin, CA 94568 ("E-LOAN").

FIRST MODIFICATION OF LOAN AGREEMENT AND OTHER LOAN DOCUMENTS BY AND BETWEEN BANK ONE, NA, AND E-LOAN, INC.
Confidential Treatment • November 14th, 2001 • E Loan Inc • Mortgage bankers & loan correspondents

This First Modification of Loan Agreement and Other Loan Documents ("Modification Agreement") is entered into as of July 20, 2001, by and between BANK ONE, NA, with its principal offices in Columbus, Ohio ("Lender") and E-LOAN, INC., a Delaware corporation, ("Borrower").

Contract
Correspondent Loan Purchase Agreement • November 14th, 2001 • E Loan Inc • Mortgage bankers & loan correspondents • Missouri

This Correspondent Loan Purchase Agreement ("Agreement"), dated the 7th day of August , 2001, by and between CitiMortgage, Inc. ("CMI"), for itself and on behalf of Citibank, FSB, Citibank, N.A., Citibank (NYS) and Citibank (Nevada), N.A., and E-LOAN, Inc. ("Correspondent").

WAREHOUSE SECURITY AGREEMENT
Bailee Agreement • November 14th, 2001 • E Loan Inc • Mortgage bankers & loan correspondents • Delaware

WAREHOUSE SECURITY AGREEMENT, dated as of November 1, 2001, between E-LOAN, INC., a Delaware corporation (the "Assignor"), and GMAC Bank, a federal savings bank (the "Lender") under the Warehouse Credit Agreement, dated as of November 1, 2001, between the Assignor and the Lender, (as the same may from time to time be amended or supplemented, the "Warehouse Credit Agreement"). Capitalized terms used herein and not defined herein shall have the meanings specified in the Warehouse Credit Agreement.

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