0001082337-02-000012 Sample Contracts

MORTGAGE LOAN PURCHASE AGREEMENT
Mortgage Loan Purchase Agreement • November 15th, 2002 • E Loan Inc • Mortgage bankers & loan correspondents • California

This Mortgage Loan Purchase Agreement is dated and effective as of September 6, 2002, (the "Agreement"), between E-Loan, Inc., having an address at 5875 Arnold Road, Dublin, California 94568 (the "Seller"), and Countrywide Home Loans, Inc., having an address at 4500 Park Granada, Calabasas, California 91302 (the "Purchaser").

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SEVENTH MODIFICATION AGREEMENT
Seventh Modification Agreement • November 15th, 2002 • E Loan Inc • Mortgage bankers & loan correspondents • Delaware

THIS SEVENTH MODIFICATION AGREEMENT (the "Agreement") is made as of the 29th day of May, 2002, by and among E-LOAN, INC. (the "Borrower"), and GMAC Bank, a federal saving bank (the "Lender").

AMENDMENT NUMBER ONE to the Master Loan and Security Agreement Dated as of March 21, 2002 by and between E-LOAN, INC. and GREENWICH CAPITAL FINANCIAL PRODUCTS, INC.
And Security Agreement • November 15th, 2002 • E Loan Inc • Mortgage bankers & loan correspondents • New York

This AMENDMENT NUMBER ONE is made this 1st day of July, 2002, by and between E-LOAN, INC., having an address at 5875 Arnold Road, Dublin, California 94568 (the "Borrower") and GREENWICH CAPITAL FINANCIAL PRODUCTS, INC., having an address at 600 Steamboat Road, Greenwich, Connecticut 06830 (the "Lender"), to the Master Loan and Security Agreement, dated as of March 21, 2002, by and between the Borrower and the Lender (the "Agreement"). Capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Agreement.

NINTH MODIFICATION AGREEMENT
Ninth Modification Agreement • November 15th, 2002 • E Loan Inc • Mortgage bankers & loan correspondents • Delaware

THIS EIGHTH MODIFICATION AGREEMENT (the "Agreement") is made as of the 21st day of August, 2002, by and among E-LOAN, INC. (the "Borrower"), and GMAC Bank, a federal saving bank (the "Lender").

GMAC Residential Funding April 24, 2002 Mr. Steve Majerus Vice President, Secondary Marketing E-Loan, Inc. 5875 Arnold Road Dublin, California 94568 Dear Steve: SS# [ ** ] / CCID# [ ** ]
E Loan Inc • November 15th, 2002 • Mortgage bankers & loan correspondents

This letter shall serve as the fourth amendment (the "Commitment Amendment") to the Residential Funding Corporation ("GMAC-RFC") Master Commitment dated as October 23, 2001 by and between GMAC-RFC and E-Loan, Inc. ("Client"). Except as modified herein, all other terms and conditions of the GMAC-RFC Master Commitment not amended in the Commitment Amendment shall remain in full force and effect. This Commitment Amendment constitutes an amendment to the Client Contract and the Client Guide. To the extent the terms of this Commitment Amendment conflict with the terms of the Client Contract or the Client Guide, the terms of this Commitment Amendment shall control with respect to Loans that are the subject of this Commitment Amendment. Capitalized terms used herein but not otherwise defined shall have their respective meanings set forth in the Client Contract, the Client Guide, and the Master Commitment (if any).

Via Facsimile and Federal Express October 21, 2002 Mr. Richard Musci Charles Schwab & Co., Inc. The Schwab Building 101 Montgomery Street San Francisco, CA 94104 Re: Marketing Agreement dated April 25, 2000 between E-LOAN, Inc. and Charles Schwab &...
E Loan Inc • November 15th, 2002 • Mortgage bankers & loan correspondents

Following up on our recent discussions, please consider this letter to serve as notice of termination of the Marketing Agreement. As Section XI of the Agreement provides, termination will become effective no later than November 20, 2002.

TENTH MODIFICATION AGREEMENT
Tenth Modification Agreement • November 15th, 2002 • E Loan Inc • Mortgage bankers & loan correspondents • Delaware

THIS TENTH MODIFICATION AGREEMENT (the "Agreement") is made as of the 30th day of September, 2002, by and among E-LOAN, INC. (the "Borrower"), and GMAC Bank, a federal saving bank (the "Lender").

October 25, 2002 Via facsimile transmission to (925) 241-2403 And by Federal Express to: E-LOAN, Inc. 5875 Arnold Road Dublin, CA 94568 Attn: Steve Herz Dear Mr. Herz:
E Loan Inc • November 15th, 2002 • Mortgage bankers & loan correspondents

Please consider this letter a Notice of Termination of the Auto Loan Purchase and Sale Agreement (the "Agreement") dated June 5, 2000 between E-LOAN, Inc. (E-LOAN) and AmeriCredit Financial Services, Inc. ("AmeriCredit"). This termination is effective 30 days from the date of this letter.

GMAC Residential Funding February 7, 2002 Mr. Steve Majerus Vice President, Secondary Marketing E-Loan, Inc. 5875 Arnold Road Dublin, California 94568 Dear Steve: SS# [ ** ] / CCID# [ ** ]
E Loan Inc • November 15th, 2002 • Mortgage bankers & loan correspondents

This letter shall serve as the third amendment (the "Commitment Amendment") to the GMAC-Residential Funding ("GMAC-RFC") Master Commitment dated as of October 23, 2001 by and between GMAC-RFC and E-Loan, Inc. All other terms and conditions of the GMAC-RFC Master Commitment not amended in the Commitment Amendment shall remain in full force and effect.

MORTGAGE LOAN PURCHASE AND INTERIM SERVICING AGREEMENT
Authorized Signatories Agreement • November 15th, 2002 • E Loan Inc • Mortgage bankers & loan correspondents • California

This Mortgage Loan Purchase and Interim Servicing Agreement is dated and effective as of February 5, 2002 (the "Agreement"), between E-Loan, Inc., having an address at 5875 Arnold Road, Dublin, California 94568 (the "Seller"), and Countrywide Home Loans, Inc., having an address at 4500 Park Granada, Calabasas, California 91302 (the "Purchaser").

MORTGAGE LOAN PURCHASE AND INTERIM SERVICING AGREEMENT
Mortgage Loan Purchase and Interim Servicing Agreement • November 15th, 2002 • E Loan Inc • Mortgage bankers & loan correspondents • California

This Mortgage Loan Purchase and Interim Servicing Agreement is dated and effective as of June 18, 2002 (the "Agreement"), between E-Loan, Inc., having an address at 5875 Arnold Road, Dublin, California 94568 (the "Seller"), and Countrywide Home Loans, Inc., having an address at 4500 Park Granada, Calabasas, California 91302 (the "Purchaser").

citimortgage March 1, 2002 Mr. Jeff Becker Secondary Marketing E-Loan, Inc. 5875 Arnold Road Dublin, CA 94568 Dear Mr. Becker, Subject: Letter of Agreement
E Loan Inc • November 15th, 2002 • Mortgage bankers & loan correspondents

CitiMortgage, Inc. ("CMI") agrees to offer E-Loan, Inc. the following pricing arrangement as a Letter of Agreement, in accordance with the terms, conditions, requirements, procedures, representations and warranties set forth in the CMI Correspondent Agreement (form 200), the CMI Select Addendum and the CMI Correspondent Manual and all amendments, bulletins, program requirements and supplements to such Manual.

EIGHTH MODIFICATION AGREEMENT
Eighth Modification Agreement • November 15th, 2002 • E Loan Inc • Mortgage bankers & loan correspondents • Delaware

THIS EIGHTH MODIFICATION AGREEMENT (the "Agreement") is made as of the 31st day of July, 2002, by and among E-LOAN, INC. (the "Borrower"), and GMAC Bank, a federal saving bank (the "Lender").

AMENDMENT NUMBER TWO to the Master Loan and Security Agreement Dated as of March 21, 2002 by and between E-LOAN, INC. and GREENWICH CAPITAL FINANCIAL PRODUCTS, INC.
Loan and Security Agreement • November 15th, 2002 • E Loan Inc • Mortgage bankers & loan correspondents • New York

This AMENDMENT NUMBER TWO is made this 26th day of August, 2002, by and between E-LOAN, INC., having an address at 5875 Arnold Road, Dublin, California 94568 (the "Borrower") and GREENWICH CAPITAL FINANCIAL PRODUCTS, INC., having an address at 600 Steamboat Road, Greenwich, Connecticut 06830 (the "Lender"), to the Master Loan and Security Agreement, dated as of March 21, 2002, by and between the Borrower and the Lender (the "Agreement"). Capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Agreement.

Contract
E Loan Inc • November 15th, 2002 • Mortgage bankers & loan correspondents

This Addendum, effective as of March 11, 2002 supplements and amends the CitiMortgage, Inc. ("CMI") Correspondent Agreement ("Agreement") dated August 7, 2001 by and between CMI and E-Loan ("Correspondent").

GMAC Residential Funding September 9, 2002 Mr. Steve Majerus Vice President, Secondary Marketing E-Loan, Inc. 5875 Arnold Road Dublin, California 94568 Dear Steve: SS# [ ** ] / CCID# [ ** ]
E Loan Inc • November 15th, 2002 • Mortgage bankers & loan correspondents

This letter shall serve as the fifth amendment (the "Commitment Amendment") to the Residential Funding Corporation ("GMAC-RFC") Master Commitment dated as October 23, 2001 by and between GMAC-RFC and E-Loan, Inc. ("Client"). Except as modified herein, all other terms and conditions of the GMAC-RFC Master Commitment not amended in the Commitment Amendment shall remain in full force and effect. This Commitment Amendment constitutes an amendment to the Client Contract and the Client Guide. To the extent the terms of this Commitment Amendment conflict with the terms of the Client Contract or the Client Guide, the terms of this Commitment Amendment shall control with respect to Loans that are the subject of this Commitment Amendment. Capitalized terms used herein but not otherwise defined shall have their respective meanings set forth in the Client Contract, the Client Guide, and the Master Commitment.

SECOND Amended and restated NOTE
E Loan Inc • November 15th, 2002 • Mortgage bankers & loan correspondents

This Second Amended and Restated Note ("Second Amended and Restated Note"), amends, restates and supersedes all prior notes, including that certain Note dated November 1, 2001 in the amount of $25,000,000 ("Original Note"), as amended and restated from time to time. The Original Note as amended and restated from time to time shall collectively be referred to as the "Note". However, the Second Amended and Restated Note shall in no way extinguish the Borrower's unconditional obligation to repay all indebtedness evidenced by the Original Note, as amended from time to time. The Note referred to in the Warehouse Credit Agreement, dated as of November 1, 2001 ("Warehouse Credit Agreement"). This Note is secured by the Warehouse Security Agreement.

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