0001082337-03-000008 Sample Contracts

FIRST AMENDMENT TO SERVICING AND CUSTODIAN AGREEMENT
Servicing and Custodian Agreement • November 14th, 2003 • E Loan Inc • Mortgage bankers & loan correspondents • New York

This FIRST AMENDMENT TO SERVICING AND CUSTODIAN AGREEMENT is made and entered into as of July 14, 2003 (as it may be modified, supplemented or amended from time to time in accordance with its terms, this "Amendment") by and among E-LOAN AUTO FUND ONE, LLC, a Delaware limited liability company (the "Company"), E-LOAN, INC., a Delaware corporation, as administrator for the Company (in such capacity, the "Administrator") and in its individual capacity (in such capacity, the "Originator") for purposes of Article X of the Existing Servicing Agreement (as defined below), Systems & Services Technologies, Inc., a corporation organized under the laws of the State of Delaware, its permitted successors and assigns (hereinafter referred to as "SST"), as servicer and custodian (in such capacities, the "Servicer" and the "Custodian", respectively) to the Existing Servicing Agreement (as defined below).

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WarehouseBank, a Unit of GMAC Bank Letterhead]
Warehouse Credit Agreement • November 14th, 2003 • E Loan Inc • Mortgage bankers & loan correspondents

Reference is hereby made to the Warehouse Credit Agreement which we have entered into with you on November 1, 2001 (the "Credit Agreement").

August 18, 2003
Purchase Commitment Agreement • November 14th, 2003 • E Loan Inc • Mortgage bankers & loan correspondents

Reference is made to the Client Agreement as of October 22, 2001 ("Agreement"), by and between RESIDENTIAL FUNDING CORPORATION ("RFC") and E- Loan, Inc. ("Client"), the Client Guide referred to therein, and any commitments to purchase Loans issued thereunder (collectively, the "RFC Agreements"). Terms capitalized and used herein without being defined shall have the meanings given to them in the Agreement and the Client Guide.

MORTGAGE LOAN CUSTODIAL AGREEMENT
Mortgage Loan Custodial Agreement • November 14th, 2003 • E Loan Inc • Mortgage bankers & loan correspondents • New York

THIS Mortgage Loan Custodial Agreement ("Agreement"), dated as of the date set forth on the cover page hereof, among GREENWICH CAPITAL FINANCIAL PRODUCTS, INC. ("Purchaser"), GMAC BANK ("Custodian") and the SELLER whose name is set forth on the cover page hereof ("Seller").

AMENDMENT NUMBER SEVEN 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.
Master Loan and Security Agreement • November 14th, 2003 • E Loan Inc • Mortgage bankers & loan correspondents • New York

This AMENDMENT NUMBER SEVEN is made this 16th day of September, 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.

AMENDMENT NUMBER EIGHT 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.
Master Loan and Security Agreement • November 14th, 2003 • E Loan Inc • Mortgage bankers & loan correspondents • New York

This AMENDMENT NUMBER EIGHT is made this 24th day of September, 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.

FOURTEENTH MODIFICATION AGREEMENT
Modification Agreement • November 14th, 2003 • E Loan Inc • Mortgage bankers & loan correspondents • Delaware

THIS FOURTEENTH MODIFICATION AGREEMENT (the "Agreement") is made as of the 11th day of August, 2003, by and among E-LOAN, INC. (the "Borrower"), and GMAC Bank, a federal saving bank (the "Lender").

SECOND AMENDMENT TO THE SYSTEMS & SERVICES TECHNOLOGIES, INC. SERVICING AND CUSTODIAN AGREEMENT
Servicing and Custodian Agreement • November 14th, 2003 • E Loan Inc • Mortgage bankers & loan correspondents

This Second Amendment (the "Amendment") to the System & Services Technologies, Inc. Servicing and Custodian Agreement dated June 1, 2002 (as amended, supplemented and otherwise modified from time to time, the "Agreement") is entered into as of the 1st day of September, 2003 among Systems & Services Technologies, Inc., as Servicer and Custodian ("SST"), E-Loan Auto Fund One, LLC (the "Company") and E-LOAN, Inc. as Originator and Administrator. All capitalized terms used and not otherwise defined herein shall have the respective meanings attributed to such terms in the Agreement.

SIXTEENTH MODIFICATION AGREEMENT
Modification Agreement • November 14th, 2003 • E Loan Inc • Mortgage bankers & loan correspondents • Delaware

THIS SIXTEENTH MODIFICATION AGREEMENT (the "Agreement") is made as of the 10th day of September, 2003, by and among E-LOAN, INC. (the "Borrower"), and GMAC Bank, a federal saving bank (the "Lender").

E-LOAN/zipRealty Amendment Two to Marketing, Promotion, Distribution, And Related Services Agreement
Marketing, Promotion, Distribution, and Related Services Agreement • November 14th, 2003 • E Loan Inc • Mortgage bankers & loan correspondents

This Amendment Two ("Amendment") to the Marketing, Promotion, Distribution, And Related Services Agreement dated April 15, 2002 (the "Agreement"), by and between E-LOAN, Inc. and zipRealty, Inc., amends, modifies and supplements the Agreement as set forth below. All terms of the Agreement shall remain in full force and effect unless expressly amended, modified or supplemented herein.

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