0001021408-03-001987 Sample Contracts

OWNER TRUST AGREEMENT among E*TRADE Mortgage Backed Securities Corporation, as Depositor, as the Company, [and] as Owner Trustee [and as Paying Agent] Dated as of 1, 200 [ ] MBSC TRUST 200 - Mortgage-Backed Notes, Series 200 -
Owner Trust Agreement • February 6th, 2003 • Etrade Mortgage Backed Securities Corp • New York

THIS OWNER TRUST AGREEMENT, dated as of 1, 200 (“Agreement”), among E*TRADE Mortgage Backed Securities Corporation, a Delaware corporation, as Depositor (the “Depositor”), [ ], a corporation (the “Company”), [ ], a [banking] corporation, as Owner Trustee (the “Owner Trustee”) [and [ ], a [national banking association] (the “Paying Agent”)].

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E*TRADE MORTGAGE BACKED SECURITIES CORPORATION, Depositor Master Servicer and Securities Administrator and Trustee
Pooling and Servicing Agreement • February 6th, 2003 • Etrade Mortgage Backed Securities Corp • New York

THIS POOLING AND SERVICING AGREEMENT, dated as of , is made by and among E*TRADE MORTGAGE BACKED SECURITIES CORPORATION, a Delaware corporation, as depositor (the “Depositor”), , a , as Master Servicer (the “Master Servicer”) and , in its capacity as Securities Administrator (the “Securities Administrator”), and , a , as trustee (the “Trustee”) and acknowledged by E*TRADE BANK, a federal savings bank, as seller (the “Seller”) for purposes of acknowledgment and agreement with respect to the rights and obligations of the Seller hereunder.

E*TRADE MORTGAGE BACKED SECURITIES CORPORATION, Owner and E*TRADE BANK, Servicer
Servicing Agreement • February 6th, 2003 • Etrade Mortgage Backed Securities Corp • New York

SERVICING AGREEMENT, dated as of , between E*TRADE MORTGAGE BACKED SECURITIES CORPORATION, a Delaware corporation, as Owner (the “Owner”) and E*TRADE BANK, a federal savings bank, as Servicer (the “Servicer”).

E*TRADE Mortgage Backed Securities Corporation [MORTGAGE-BACKED CERTIFICATES] [MORTGAGE-BACKED NOTES] UNDERWRITING AGREEMENT
Underwriting Agreement • February 6th, 2003 • Etrade Mortgage Backed Securities Corp • New York
SALE AGREEMENT
Sale Agreement • February 6th, 2003 • Etrade Mortgage Backed Securities Corp • New York

This Sale Agreement dated as of 1, 200 (the “Agreement”), by and between E*TRADE MORTGAGE BACKED SECURITIES CORPORATION, as purchaser (“EFC”), and [ ], as seller (“Seller”).

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