0001082337-04-000008 Sample Contracts

E-LOAN, INC. FORM OF INDEMNIFICATION AGREEMENT
Indemnification Agreement • August 9th, 2004 • E Loan Inc • Mortgage bankers & loan correspondents • Delaware

This Indemnification Agreement ("Agreement") is effective as of July 1, 2004 by and between E-LOAN, Inc., a Delaware corporation (the "Company"), and Susan Catherine Muriel ("Indemnitee").

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Confidential Treatment Requested FOURTH AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • August 9th, 2004 • E Loan Inc • Mortgage bankers & loan correspondents • New York

This FOURTH AMENDMENT TO CREDIT AGREEMENT is made and entered into as of June 29, 2004 (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 "Borrower"), E-LOAN, INC., a Delaware corporation (the "E-Loan"), and MERRILL LYNCH BANK USA, an industrial loan company organized under the laws of Utah (together with its successors and assigns, the "Lender").

FOURTH AMENDMENT TO THE SYSTEMS & SERVICES TECHNOLOGIES, INC. SERVICING AND CUSTODIAN AGREEMENT
Servicing and Custodian Agreement • August 9th, 2004 • E Loan Inc • Mortgage bankers & loan correspondents

This Fourth Amendment (the "Amendment") to the System & Services Technologies, Inc. Servicing and Custodian Agreement dated as of June 1, 2002 (as amended, supplemented and otherwise modified from time to time, the "Agreement") is entered into as of the 29th day of June, 2004 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.

AMENDMENT NUMBER ONE to the Mortgage Loan Purchase and Sale Agreement dated as of June 17, 1999, by and between GREENWICH CAPITAL FINANCIAL PRODUCTS, INC. and E-LOAN, INC.
Mortgage Loan Purchase and Sale Agreement • August 9th, 2004 • E Loan Inc • Mortgage bankers & loan correspondents • New York

This AMENDMENT NUMBER ONE is made this 28th day of June, 2004, by and between GREENWICH CAPITAL FINANCIAL PRODUCTS, INC., having an address at 600 Steamboat Road, Greenwich, Connecticut 06830 (the "Purchaser") and E-LOAN, INC., having an address at 5875 Arnold Road, Dublin, California 94568 (the "Seller"), to the Mortgage Loan Purchase and Sale Agreement, dated as of June 17, 1999, by and between the Purchaser and the Seller (the "Agreement"). Capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Agreement.

FIRST AMENDMENT TO CONTRIBUTION AND SALE AGREEMENT
Contribution and Sale Agreement • August 9th, 2004 • E Loan Inc • Mortgage bankers & loan correspondents • New York

This FIRST AMENDMENT TO CONTRIBUTION AND SALE AGREEMENT is made and entered into as of June 29, 2004 (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 "Buyer"), and E-LOAN, INC., a Delaware corporation (the "Seller").

FOURTH AMENDMENT TO LOAN AGREEMENT
Loan Agreement • August 9th, 2004 • E Loan Inc • Mortgage bankers & loan correspondents • New York

This FOURTH AMENDMENT TO LOAN AGREEMENT is made and entered into as of June 29, 2004 (as it may be modified, supplemented or amended from time to time in accordance with its terms, this "Amendment") by and between E-LOAN, INC., a Delaware corporation (the "Borrower"), and MERRILL LYNCH MORTGAGE CAPITAL INC., a Delaware corporation (together with its successors and assigns, "Lender").

PURCHASE AND SALE AGREEMENT between E-LOAN, INC., as Seller and MERRILL LYNCH BANK USA, as Purchaser Dated as of July 14, 2004
Purchase and Sale Agreement • August 9th, 2004 • E Loan Inc • Mortgage bankers & loan correspondents • New York

This PURCHASE AND SALE AGREEMENT, dated as of July 14, 2004, is between Merrill Lynch Bank USA, an industrial bank organized under the laws of Utah, as purchaser (the "Purchaser"), and E-LOAN, Inc., a Delaware corporation, as seller (the "Seller").

AMENDMENT NO. 1 TO MASTER REPURCHASE AGREEMENT
Master Repurchase Agreement • August 9th, 2004 • E Loan Inc • Mortgage bankers & loan correspondents • New York

Amendment No. 1, dated as of May 20, 2004 (this "Amendment"), by and between MERRILL LYNCH MORTGAGE CAPITAL INC. (the "Buyer") and E-LOAN, INC. ("Seller").

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