0001082337-03-000001 Sample Contracts

INDEMNIFICATION AGREEMENT
Indemnification Agreement • March 31st, 2003 • E Loan Inc • Mortgage bankers & loan correspondents • Delaware

This Indemnification Agreement ("Agreement") is effective as of October 29, 2002 by and between E-LOAN, Inc., a Delaware corporation (the "Company"), and Mark E. Lefanowicz ("Indemnitee").

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E-LOAN, INC. FORM OF INDEMNIFICATION AGREEMENT
E- • March 31st, 2003 • E Loan Inc • Mortgage bankers & loan correspondents • Delaware

This Indemnification Agreement ("Agreement") is effective as of October 1, 2002 by and between E-LOAN, Inc., a Delaware corporation (the "Company"), and Etienne Handman ("Indemnitee").

E-LOAN, INC. FORM OF INDEMNIFICATION AGREEMENT
Form of Indemnification Agreement • March 31st, 2003 • E Loan Inc • Mortgage bankers & loan correspondents • Delaware

This Indemnification Agreement ("Agreement") is effective as of October 1, 2002 by and between E-LOAN, Inc., a Delaware corporation (the "Company"), and Robert Purcell ("Indemnitee").

SUBLEASE AGREEMENT BETWEEN ALLSTATE INSURANCE COMPANY ("SUBLANDLORD") AND E-LOAN, INC. ("SUBTENANT")
Sublease Agreement • March 31st, 2003 • E Loan Inc • Mortgage bankers & loan correspondents • California

THIS SUBLEASE ("Sublease"), entered into as of November 11, 2002 (the "Effective Date"), is made by and between ALLSTATE INSURANCE COMPANY ("Sublandlord"), and, E-LOAN, INC. ("Subtenant"), with reference to the following facts:

BETWEEN , a AND RESIDENTIAL FUNDING CORPORATION, a Delaware corporation Dated as of March 7, 2003
E Loan Inc • March 31st, 2003 • Mortgage bankers & loan correspondents • Minnesota
ELEVENTH MODIFICATION AGREEMENT
Eleventh Modification Agreement • March 31st, 2003 • E Loan Inc • Mortgage bankers & loan correspondents • Delaware

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

Mr. Steve Majeras E-Loan, Inc. 5875 Arnold Road Dublin, CA 94568 Dear Mr. Majeras, Subject: Letter of Agreement
E Loan Inc • March 31st, 2003 • Mortgage bankers & loan correspondents

CitiMortgage, Inc. ("CMI") agrees to offer E-Loan, Inc. ("Correspondent") 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 and the CMI Correspondent Manual and all amendments, bulletins, program requirements and supplements to such Manual.

CORRESPONDENT AGREEMENT
Correspondent Agreement • March 31st, 2003 • E Loan Inc • Mortgage bankers & loan correspondents • Ohio

THIS CORRESPONDENT AGREEMENT (the "Agreement") is made this 18th day of January, 2002, between E-Loan, Inc. the ("Seller") and The Provident Bank, an Ohio Banking Corporation, chartered and operating under the laws of the state of Ohio, with its principal place of business located at One East Fourth Street, Cincinnati, Hamilton County, Ohio 45202; (the "Buyer").

First Amendment to Auto Loan Purchase and Sale Agreement
Purchase and Sale Agreement • March 31st, 2003 • E Loan Inc • Mortgage bankers & loan correspondents

This FIRST AMENDMENT ("Amendment") to the Auto Loan Purchase and Sale Agreement ("Agreement") dated and effective May 15, 2002 by and between E-LOAN, Inc. ("E-LOAN") and Triad Financial Corporation, d/b/a RoadLoans.com ("RoadLoans" or "Correspondent") is entered into and effective this 8th day of October, 2002.

Re: Master Commitment #[ ** ] Master Agreement #[ ** ] Seller/Servicer #[ ** ] Dear Mr. Becker:
E Loan Inc • March 31st, 2003 • Mortgage bankers & loan correspondents

Enclosed is an amended page(s) (the "Amendment") to the above-referenced Mater Commitment (the "Agreement"). This Amendment changes the following:

ORIGINATOR MASTER COMMITMENT FOR ENHANCED AOT MASTER COMMITMENT [ ** ] E-Loan, Inc. Seller/Servicer [ ** ]
Aot Agreement • March 31st, 2003 • E Loan Inc • Mortgage bankers & loan correspondents

This is a Master Commitment ("Master Commitment") #[ ** ], dated November 5, 2001, by and between the Federal Home Loan Mortgage Corporation ("Freddie Mac") and E-Loan ("Originator"), Seller/Servicer #[ ** ]. This Master Commitment establishes the terms and conditions under which Mortgages originated by Originator will be eligible for purchase by Freddie Mac from Wells Fargo Home Mortgage, Inc. ("Direct Seller") under the Enhanced AOT Uttering. The sale and servicing of Mortgages under this Master Commitment shall be governed by the terms and requirements of the applicable Purchase Documents, as that term is defined in the Freddie Mac Sellers' and Servicers' Guide (the "Guide").

AUTO LOAN ALLIANCE PROGRAM AGREEMENT (DIRECT LOANS)
Program Agreement • March 31st, 2003 • E Loan Inc • Mortgage bankers & loan correspondents • Delaware

This AUTO LOAN ALLIANCE PROGRAM AGREEMENT ("Agreement") is made as of the 17th day of January 2003 ("Effective Date"), by and between HOUSEHOLD AUTOMOTIVE CREDIT CORPORATION, a Delaware corporation whose principal office is at 5585 Copley Drive, San Diego, California 92111 (herein "Household"), and E-LOAN, INC., a Delaware corporation with offices at 5875 Arnold Road, Dublin CA 94568 (herein "Company").

AMENDMENT NUMBER FOUR to the Master Loan and Security Agreement Dated as of March 21, 2003 by and between E-LOAN, INC. and GREENWICH CAPITAL FINANCIAL PRODUCTS, INC.
Master Loan and Security Agreement • March 31st, 2003 • E Loan Inc • Mortgage bankers & loan correspondents • New York

This AMENDMENT NUMBER FOUR is made this 12th day of March, 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, 2003, 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.

AMENDMENT NUMBER FIVE 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 • March 31st, 2003 • E Loan Inc • Mortgage bankers & loan correspondents • New York

This AMENDMENT NUMBER FIVE is made this 31st day of March, 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.

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