0001082337-04-000003 Sample Contracts

MASTER REPURCHASE AGREEMENT Between: MERRILL LYNCH MORTGAGE CAPITAL INC., as Buyer and E-LOAN, INC., as Seller Dated as of February 6, 2004
Master Repurchase Agreement • March 12th, 2004 • E Loan Inc • Mortgage bankers & loan correspondents • New York
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FORM OF LOAN PURCHASE AGREEMENT (SERVICING RELEASED TRANSACTIONS)
Loan Purchase Agreement • March 12th, 2004 • E Loan Inc • Mortgage bankers & loan correspondents • New York

This is a LOAN PURCHASE AGREEMENT (the "Agreement"), dated as of August 23, 2000, (Seller No. 7544), by and between Aurora Loan Services Inc., having an office at 2530 S. Parker Road, Suite 601, Aurora, Colorado 80014 ("ALS") and E-Loan, Inc., having an office at 5875 Arnold Road, Dublin, California 94568 (the "Seller").

CORRESPONDENT AGREEMENT for Purchase and Sale of Residential Mortgage Loans
Correspondent Agreement • March 12th, 2004 • E Loan Inc • Mortgage bankers & loan correspondents • Pennsylvania

This Correspondent Agreement ("Agreement") is made and entered into as of the 25th day of January, 2002, by and between GMAC Mortgage Corporation ("GMACM"), a Pennsylvania corporation, and E-Loan Incorporated ("Correspondent"), a Delaware corporation.

NINETEENTH MODIFICATION AGREEMENT
Nineteenth Modification Agreement • March 12th, 2004 • E Loan Inc • Mortgage bankers & loan correspondents • Delaware

THIS NINETEENTH MODIFICATION AGREEMENT (the "Agreement") is made as of the 25th day of February, 2004, by and among E-LOAN, INC. (the "Borrower"), and GMAC Mortgage Corporation, a Pennsylvania corporation ("GMACM"), as successor to all rights, title, interest and obligations under that certain Master Warehouse Loan Purchase and Sale Agreement dated as of September 24, 2003 ("Purchase Agreement"), by and among GMACM and GMAC Bank, a federal savings bank (the "Lender").

AMENDMENT NUMBER TEN 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 • March 12th, 2004 • E Loan Inc • Mortgage bankers & loan correspondents • New York

This AMENDMENT NUMBER TEN is made this 11th day of March, 2004, by and between E-LOAN, INC., having an address at 6230 Stoneridge Mall Road, Pleasanton, California 94588 (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, as amended (the "Loan Agreement"). Capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Loan Agreement.

AMENDMENT NUMBER NINE 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.
Security Agreement • March 12th, 2004 • E Loan Inc • Mortgage bankers & loan correspondents • New York

This AMENDMENT NUMBER NINE is made this 13th day of November, 2003, 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, as amended (the "Agreement"). Capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Agreement.

Norwest Funding Inc. 3601 Minnesota Drive - Suite 200 Minneapolis, Minnesota 55435 Loan Purchase Agreement
E Loan Inc • March 12th, 2004 • Mortgage bankers & loan correspondents • Minnesota

This Agreement made as of May 18, 1998 by and among E-Loan, Inc., a duly organized and validly existing California Corporation with its principal place of business at 540 University Avenue, #350, Palo Alto, California 94301 (the "Seller") and Norwest Funding, Inc. ("Norwest").

SEVENTEENTH MODIFICATION AGREEMENT
Seventeenth Modification Agreement • March 12th, 2004 • E Loan Inc • Mortgage bankers & loan correspondents • Delaware

THIS SEVENTEENTH MODIFICATION AGREEMENT (the "Agreement") is made as of the 12th day of November, 2003, by and among E-LOAN, INC. (the "Borrower"), and GMAC Mortgage Corporation, a Pennsylvania corporation ("GMACM"), as successor to all rights, title, interest and obligations under that certain Master Warehouse Loan Purchase and Sale Agreement dated as of September 24, 2003 ("Purchase Agreement"), by and among GMACM and GMAC Bank, a federal savings bank (the "Lender").

EIGHTEENTH MODIFICATION AGREEMENT
Eighteenth Modification Agreement • March 12th, 2004 • E Loan Inc • Mortgage bankers & loan correspondents • Delaware

THIS EIGHTEENTH MODIFICATION AGREEMENT (the "Agreement") is made as of the 13th day of January, 2004, by and among E-LOAN, INC. (the "Borrower"), and GMAC Mortgage Corporation, a Pennsylvania corporation ("GMACM"), as successor to all rights, title, interest and obligations under that certain Master Warehouse Loan Purchase and Sale Agreement dated as of September 24, 2003 ("Purchase Agreement"), by and among GMACM and GMAC Bank, a federal savings bank (the "Lender").

SEPARATION AGREEMENT AND RELEASE OF CLAIMS
Separation Agreement and Release of Claims • March 12th, 2004 • E Loan Inc • Mortgage bankers & loan correspondents • California

THIS SEPARATION AGREEMENT AND RELEASE OF CLAIMS (the "Agreement") is entered into by and between E-LOAN, INC., a Delaware corporation ("Company"), and JOSEPH J. KENNEDY ("Executive").

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