Q3 2002 Exhibit 10.41




Exhibit 10.41


TENTH MODIFICATION AGREEMENT


THIS TENTH MODIFICATION AGREEMENT (the "Agreement") is made as
of the 30th day of  September, 2002, by and among E-LOAN, INC. (the
"Borrower"), and GMAC Bank, a federal saving bank (the "Lender"). 


BACKGROUND



The Borrower and the Lender entered into a Warehouse Credit
Agreement, dated as of November 1, 2001, as amended (as so amended,
the "Warehouse Credit Agreement") pursuant to which the Lender agreed
to make advances (the "Advances") to the Borrower in accordance with
the provisions of the Warehouse Credit Agreement.  All capitalized terms used
herein and not otherwise defined shall have the meanings set forth in the
Warehouse Credit Agreement.



The Advances are evidenced by the Borrower's Second Amended
and Restated Note, dated as of August 20, 2002 (the "Note") in the
stated principal amount of $150,000,000 and secured by, among other things, a
Warehouse Security Agreement dated as of November 1, 2001, as amended (as so
amended, the "Warehouse Security Agreement") between the Borrower and
the Lender granting the Lender a security interest in certain of the Borrower's
assets.



The Borrower has requested that the Lender make certain
modifications to the terms of the Warehouse Credit Agreement, and the Lender has
agreed to such modification, subject to the terms and conditions of this
Agreement.





NOW, THEREFORE, the parties hereto, intending to be legally bound hereby,
agree as follows:


1.Warehouse Credit Agreement.  The Warehouse Credit Agreement
is hereby amended as follows:



 (a)The definition of "Commitment" contained in Section 1.01 of
the Warehouse Credit Agreement is amended to read in full as follows:


""Commitment" shall mean the obligation of the Lender to make Advances
in an aggregate principal amount outstanding at any time not to exceed
$150,000,000, or such other amount as Lender, in its sole discretion, may
determine from time to time."






(b)The definition of "Expiry Date " contained in Section 1.01 of the
Warehouse Credit Agreement is revised as follows:

""Expiry Date" shall mean the earlier of (i) September
30, 2003, as such date may be extended upon mutual agreement between the
Borrower and the Lender from time to time, and (ii) the date that is 120 days
after the date on which the Lender shall have given the Borrower the notice
referred to in Section 9.13 hereof."






(c)The definition of "Eligible Nonconforming Mortgage Loan " contained in
Section 1.01 of the Warehouse Credit Agreement is revised as follows:

"Eligible Nonconforming Mortgage Loan" shall
mean at the time of the determination thereof, a Mortgage Loan or an HLTV Loan,
which at such time (i) is pledged as Collateral pursuant to the terms of this
Agreement and of the Warehouse Security Agreement and is not pledged as security
for any Indebtedness owing to, or otherwise subject to a Lien for the benefit
of, any person other than the Lender, (ii) is, without duplication, a First
Mortgage Loan or a Second Mortgage Loan, (iii) is subject to a Purchase
Commitment, (iv) has and has had no delinquency with respect to any payment due
thereunder, (v) has no deficiencies in respect of the documentation therefor,
(vi) is, without duplication, a Credit A- Loan, a Credit B Loan, a Credit C Loan
or a Credit D Loan, (vii) in the case of a Mortgage Loan that is not subject to
a Wet Advance, has an Origination Date that is less than 20 calendar days prior
to such time, (viii) in the case of a Mortgage Loan that is subject to a Wet
Advance, has an Origination Date that is not more than five Business Days prior
to such time and (ix) has a Combined Loan-to-Value Ratio of 100% or less,
excluding in all such cases, however any Mortgage Loan about which any of the
representations, warranties and agreements contained in Section 6.18 is not true
and correct; provided that the interest rate on such Mortgage Loan was, as of
the date on which such interest rate was set or established, at least equal to
the then current market rate of interest for mortgage loans of the same type as
determined by the Lender."





(d)  The definition of "HLTV Loans" shall be added
to Section 1.01 of the Warehouse Credit Agreement and shall read in full as
follows:
""HLTV Loan" shall mean a First Mortgage Loan
or a Second Mortgage Loan with loan-to-value or collateral loan-to-value greater
than 100% but less then 125%, and which loans are subject to a takeout
commitment from GMAC Residential Funding Corp."





(e)There shall be added to Section 1.01 of the
Warehouse Credit Agreement a definition of "HLTV Loan Aging Percentage" which
shall read in full as follows:


""HLTV Loan Aging Percentage" shall mean, as of any
date, with respect to any HLTV Loan, (i) 100% if such HLTV Loan has an
Origination Date that is less than 60 days prior to such date, (ii) 50% if such
HLTV Loan has an Origination Date that is less than 90 days and more than 59
days prior to such date, and (iii) 0% if such  HLTV Loan has an Origination Date
that is 90 days or more prior to such date."





(f)The definition of "Mortgage Loan Aging Percentage" contained in
Section 1.01 of the Warehouse Credit Agreement is revised as follows:

"Mortgage Loan Aging Percentage" shall mean,
as of any date, with respect to any Eligible Mortgage Loan, (i) 100% if such
Mortgage Loan has an Origination Date that is less than  60 days prior to such
date, (ii) 0% if such Mortgage Loan has an Origination Date that is 60 or more
days prior to such date."





(g)Section 2.01 of the Warehouse Credit Agreement is
amended to read in full as follows:


"2.01Commitment.  Subject to and upon the terms
and conditions set forth herein, the Lender agrees, at any time and from time to
time prior to the Expiry Date (or such earlier date as the Commitment shall have
been terminated pursuant to the terms hereof), to make an advance or advances
(each an "Advance" and, collectively, the "Advances") to the Borrower, which
Advance:  (i) shall be made at any time and from time to time in accordance
with the terms hereof on and after the Effective Date and prior to the Expiry
Date; (ii) shall bear interest as provided in Section 2.07;
(iii) may be prepaid and reborrowed in accordance with the provisions
hereof; and (iv) shall be made against the pledge by the Borrower of
Eligible Mortgage Loans, Eligible Nonconforming Mortgage Loans, Eligible HELOCs
or Liquid Assets as Collateral for such Advance as provided herein and in the
Warehouse Security Agreement; provided, however, that (1) the
aggregate principal amount of Advances outstanding at any time shall not exceed
the lesser of (x) the Commitment and (y) an amount equal to: the Borrowing Base,
at such time minus (b) $1,000,000, (2) the aggregate principal amount of
Advances outstanding at any time secured by Mortgage-backed Securities shall not
exceed 0% of the Commitment, (3) the aggregate principal amount of Wet Advances
outstanding at any time shall not exceed 40% of the Commitment, (4) the
aggregate principal amount of Advances outstanding at any time secured by Jumbo
Loans shall not exceed 40% of the Commitment, (5) the aggregate principal amount
of Advances outstanding at any time secured by Eligible Nonconforming Mortgage
Loans shall not exceed $10,000,000 (the "Nonconforming Commitment"),
(6) the aggregate principal amount of Advances outstanding at any time secured
by Credit A- Loans shall not exceed 100% of the Nonconforming Commitment, (7)
the aggregate principal amount of Advances outstanding at any time secured by
Credit B Loans shall not exceed 100% of the Nonconforming Commitment,
(8) the aggregate principal amount of Advances outstanding at any time
secured by Credit C Loans shall not exceed 40% of the Nonconforming Commitment,
(9) the aggregate principal amount of Advances outstanding at any time secured
by Credit D Loans shall not exceed 0% of the Nonconforming Commitment, (10) the
aggregate principal amount of Advances outstanding at any time secured by
Eligible HELOCs shall not exceed $25,000,000 (the "HELOC Commitment"), (11) the
aggregate principal amount of Advances outstanding at any time secured by Second
Mortgage Loans shall not exceed $25,000,000 (the "Second Mortgage Loan
Commitment"), (12) the aggregate amount of Advances outstanding at any time
secured by Second Mortgage Loans and Eligible HELOCs shall not exceed
$25,000,000, (13) the aggregate principal amount of Advances outstanding at any
time secured by HLTV Loans shall not exceed $10,000,000 (the "HLTV Commitment"),
and (14) the aggregate principal amount of Advances outstanding at any time
secured by Eligible Nonconforming Mortgage Loans, HLTV Loans, Second Mortgage
Loans and Eligible HELOCs shall not exceed $45,000,000."



 



(h)Section 2.07(a) of the Warehouse Credit Agreement is
amended to read in full as follows:


"2.07Interest. The Borrower agrees to
pay interest in respect of the outstanding principal amount of the Advances from
the date the proceeds thereof are made available to the Borrower until the
maturity thereof (whether by acceleration or otherwise) (i) with respect to
Advances secured by Eligible Mortgage Loans which are subject to Wet Advance, at
a rate per annum equal to 1.50% in excess of the LIBOR Rate in effect from time
to time, (ii) with respect to Advances secured by all other Eligible Mortgage
Loans, at a rate per annum equal to 1.25% in excess of the LIBOR Rate in effect
from time to time, (iii) with respect to Advances secured by Eligible
Nonconforming Mortgage Loans. Second Mortgage Loans or Eligible HELOCs, at a
rate per annum equal to 1.75% in excess of the LIBOR Rate in effect from time to
time, and (iv) with respect to Advances secured by HLTV Loans, at a rate
per annum equal to 2.00% in excess of the LIBOR Rate in effect from time to
time; provided, however, that with respect to any Advance which is
disbursed by cashier's check, the applicable rate of interest, calculated in
accordance with the provisions of this Section 2.07(a), shall be reduced by
0.25% during the first fifteen (15) days that such Advance is outstanding; and
provided, further, that, with respect to any Advance secured by a
Mortgage Loan which is the subject of an Interest Rate Commitment, the
applicable rate of interest, calculated in accordance with the provisions of
this Section 2.07(a), shall be reduced by 0.25%, and provided,
further, that, with respect to any Advance secured by an Eligible Aged
Mortgage Loan, Eligible Aged Nonconforming Mortgage Loan, or an Eligible Aged
HELOC, the applicable rate of interest, calculated in accordance with the
provisions of this Section 2.07(a), shall be increased by 0.50%." 





 

(i)The first sentence of Section 3.01(c) of the Warehouse
Credit Agreement is amended to read in full as follows:


"(c)The Borrower shall pay the Lender a non-use fee (the
"Non-Use Fee") with respect to each calendar month during the term of this
Agreement during which the average outstanding principal amount of Advances is
less than an amount equal to fifty percent (50%) of the Commitment, computed at
the rate of 0.25% per annum on the daily average unutilized Commitment."







(j)Sections 4.02(a) of the Warehouse Credit Agreement is
amended to read in full as follows:


"(a) if on any date the aggregate principal amount of
Advances outstanding (after giving effect to all other repayments thereof on
such date) exceeds the lesser of (x) the Commitment or (y) an amount equal to:
(i) the Borrowing Base as then in effect minus (ii) $1,000,000, the Borrower
shall immediately prepay the principal of Advances in an aggregate amount equal
to such excess;" 







(k)Sections 4.02(r) is hereby added to the Warehouse
Credit Agreement and shall read in full as follows:


"(r) if on any date the aggregate principal amount of
Advances secured by Eligible HELOCs exceeds $25,000,000, the Borrower shall
immediately prepay the principal of Advances secured by Eligible HELOCs in an
aggregate amount equal to such excess."







(l)Sections 4.02(s) is hereby added to the Warehouse
Credit Agreement and shall read in full as follows:


"(s) if on any date the aggregate principal amount of
Advances secured by Second Mortgage Loans exceeds $25,000,000, the Borrower
shall immediately prepay the principal of Advances secured by Second Mortgage
Loans in an aggregate amount equal to such excess."







(m)Sections 4.02(t) is hereby added to the Warehouse
Credit Agreement and shall read in full as follows:


"(t) if on any date the aggregate principal amount of
Advances secured by Eligible HELOCs and Second Mortgage Loans exceeds
$25,000,000, the Borrower shall immediately prepay the principal of Advances
secured by Eligible HELOCs and Second Mortgage Loans in an aggregate amount
equal to such excess."





(n)Sections 4.02(u) is hereby added to the Warehouse
Credit Agreement and shall read in full as follows:


"(u) if on any date the aggregate principal amount of
Advances secured by HLTV Loans exceeds $10,000,000, the Borrower shall
immediately prepay the principal of Advances secured by HLTV Loans in an
aggregate amount equal to such excess."







(o)Sections 4.02(v) is hereby added to the Warehouse
Credit Agreement and shall read in full as follows:


"(v) if on any date the aggregate principal amount of
Advances secured by Eligible Nonconforming Mortgage Loans, HLTV Loans, Second
Mortgage Loans and Eligible HELOCs exceeds $45,000,000, the Borrower shall
immediately prepay the principal of Advances secured by Eligible Nonconforming
Mortgage Loans, HLTV Loans, Second Mortgage Loans and Eligible HELOCs in an
aggregate amount equal to such excess."







(p)Section 4.03(a) of the Warehouse Credit Agreement is amended to read
in full as follows:

"(a) So long as no Default or Event of Default has
occurred and is continuing or would result therefrom, upon the Borrower's
request therefor accompanied by a prepayment by the Borrower of Advances in an
amount sufficient to cause the amount of Advances outstanding to be less than or
equal to:  (x) the Borrowing Base (calculated without reference to any
Collateral which the Borrower requests be released from the Lien granted
pursuant to the Warehouse Security Agreement) minus (y) $1,000,000, and a
deposit by the Borrower of such amount as the Lender shall designate as a
reserve for application to any fees, accrued interest or breakage costs payable
with respect to the calendar month in which such prepayment occurs, the Lender
shall, within one Business Day after the later of the receipt of such request or
such prepayment and deposit, release from the Lien granted pursuant to the
Warehouse Security Agreement and deliver to the Borrower in accordance with the
terms of the Warehouse Security Agreement (i) the Collateral corresponding
to such Mortgage Loan(s) or Mortgage-backed Security(ies) and (ii) the
Collateral Documents pertaining thereto."







(q)Section 4.04(c) of the Warehouse Credit Agreement is amended to read
in full as follows:

"(c)The Borrower shall make a deposit in immediately
available funds into the Warehouse Payment Account by 4:00 p.m. on the Business
Day on which the release of the Lender's security interest in such Mortgage Loan
or Mortgage-backed Securities is scheduled to occur pursuant to the purchase by
an Investor under a Purchase Commitment, in an amount equal to the amount by
which the aggregate amount of Advances outstanding exceeds:  (i)  the
Borrowing Base (calculated without reference to any such Mortgage Loan or
Mortgage-backed Security) minus (ii) $1,000,000."





(r)Section 8.16 of the Warehouse Credit Agreement
is amended to read in full as follows:


"8.16Minimum Current Ratio.The Borrower will
not permit its Current Ratio to be less than 1.0 to 1.0 at any time during any
fiscal year."





 (s)Section 10 is hereby added to the Warehouse Credit
Agreement and shall read in full as follows:
"10.   Remedies 

10.01Upon the occurrence of any Event of Default, whether or
not specifically described in Section 9, the Commitment shall be terminated and
all Obligations of the Borrower shall automatically become due and payable with
all accrued and unpaid interest thereon, without presentment for payment,
demand, notice of non-payment, protest, notice of protest, notice of intent to
accelerate, notice of acceleration, maturity, or any other notices or
requirements of any kind of Lender to the Borrower or any other Person liable
thereon or with respect thereto, all of which are hereby expressly waived by the
Borrower and the obligation of the Lender to make any Advances shall thereupon
terminate.


10.02Upon the occurrence of any Event of Default, the Lender may also do
any of the following:


(a)Foreclose upon or otherwise enforce its security interest in and Lien
on the Collateral to secure all payments and performance of Obligations of the
Borrower in any manner permitted by law or provided for hereunder.


(b)Notify all obligors in respect of the Collateral that
the Collateral has been assigned to the Lender and that all payments thereon are
to be made directly to the Lender or such other party as may be designated by
the Lender; settle, compromise, or release, in whole or in part, any amounts
owing on the Collateral, any such obligor or any Investor or any portion of the
Collateral, on terms acceptable to the Lender; enforce payment and prosecute any
action or proceeding with respect to any and all Collateral; and where any such
Collateral is in default, foreclose on and enforce security interests in, such
Collateral by any available judicial procedure or without judicial process and
sell property acquired as a result of any such foreclosure.


(c)Act, or contract with a third party to act, as servicer or subservicer
of each item of Collateral requiring servicing and perform all obligations
required in connection with Purchase Commitments, such third party's fees to be
paid by the Borrower.


(d)Require the Borrower to assemble the Collateral and/or books and
records relating thereto and make such available to the Lender at a place to be
designated by the Lender.


(e)Enter onto property where any Collateral or books and records relating
thereto are located and take possession thereof with or without judicial
process.


(f)Prior to the disposition of the Collateral, prepare it for disposition
in any manner and to the extent the Lender deems appropriate.


(g)Exercise all rights and remedies of a secured creditor under the
Uniform Commercial Code of Delaware or other applicable law, including, but not
limited to, selling or otherwise disposing of the Collateral, or any part
thereof, at one or more public or private sales, whether or not such Collateral
is present at the place of sale, for cash or credit or future delivery, on such
terms and in such manner as the Lender may determine.  If notice is required
under such applicable law, the Lender will give the Borrower not less than ten
(10) days' notice of any such public sale or of the date after which private
sale may be held.  The Borrower agrees that ten (10) days' notice shall be
reasonable notice.  The Lender may, without notice or publication, adjourn any
public or private sale or cause the same to be adjourned from time to time by
announcement at the time and place fixed for the sale, and such sale may be made
at any time or place to which the same may be so adjourned.  In case of any sale
of all or any part of the Collateral on credit or for future delivery, the
Collateral so sold may be retained by the Lender until the selling price is paid
by the purchaser thereof, but the Lender shall not incur any liability in case
of the failure of such purchaser to take up and pay for the Collateral so sold
and, in case of any such failure, such Collateral may again be sold upon like
notice.  The Lender may, however, instead of exercising the power of sale herein
conferred upon it, proceed by a suit or suits at law or in equity to collect all
amounts due upon the Collateral or to foreclose the pledge and sell the
Collateral or any portion thereof under a judgment or decree of a court or
courts of competent jurisdiction, or both.


(h)Proceed against the Borrower on the Note.


(i)Proceed against the Guarantors or any one or more of them.


10.03The Lender shall incur no liability as a result of the sale or other
disposition of the Collateral, or any part thereof, at any public or private
sale or disposition.  The Borrower hereby waives (to the extent permitted by
law) any claims it may have against the Lender arising by reason of the fact
that the price at which the Collateral may have been sold at such private sale
was less than the price which might have been obtained at a public sale or was
less than the aggregate amount of the outstanding Advances and the unpaid
interest accrued thereon, even if the Lender accepts the first offer received
and does not offer the Collateral to more than one offeree and none of the
actions described herein shall render Lender's disposition of the Collateral in
such a manner as commercially unreasonable.


10.04The Borrower specifically waives (to the extent permitted by law)
any equity or right of redemption, all rights of redemption, stay or appraisal
which the Borrower has or may have under any rule of law or statute now existing
or hereafter adopted, and any right to require the Lender to (1) proceed against
any Person, (2) proceed against or exhaust any of the Collateral or pursue its
rights and remedies as against the Collateral in any particular order, or (3)
pursue any other remedy in its power.  The Lender shall not be required to take
any steps necessary to preserve any rights of the Borrower against holders of
mortgages prior in lien to the Lien of any Mortgage included in the Collateral
or to preserve rights against prior parties.


10.05The Lender may, but shall not be obligated to, advance any sums or
do any act or thing necessary to uphold and enforce the Lien and priority of, or
the security intended to be afforded by, any Mortgage included in the
Collateral, including, without limitation, payment of delinquent taxes or
assessments and insurance premiums.  All advances, charges, costs and expenses,
including reasonable attorneys' fees and disbursements, incurred or paid by the
Lender in exercising any right, power or remedy conferred by this Agreement, or
in the enforcement hereof, together with interest thereon, from the time of
payment until repaid, shall become a part of the principal balance outstanding
hereunder and under the Note.


10.06No failure on the part of the Lender to exercise, and no delay in
exercising, any right, power or remedy provided hereunder, at law or in equity
shall operate as a waiver thereof; nor shall any single or partial exercise by
the Lender of any right, power or remedy provided hereunder, at law or in equity
preclude any other or further exercise thereof or the exercise of any other
right, power or remedy.  Without intending to limit the foregoing, all defenses
based on the statute of limitations are hereby waived by the Borrower to the
extent permitted by law.  The remedies herein provided are cumulative and are
not exclusive of any remedies provided at law or in equity.


10.07Application of Proceeds.  The proceeds of any sale,
disposition or other enforcement of the Lender's security interest in all or any
part of the Collateral shall be applied by the Lender:


First, to the payment of the costs and expenses of such sale or
enforcement, including reasonable compensation to the Lender's agents and
counsel, and all expenses, liabilities and advances made or incurred by or on
behalf of the Lender in connection therewith;


Second, to the payment of any other amounts due (other than principal
and interest) under the Note or this Agreement;


Third, to the payment of interest accrued and unpaid on the Note;


Fourth, to the payment of the outstanding principal balance of the
Note; and


Finally, to the payment to the Borrower, or to its successors or
assigns, or as a court of competent jurisdiction may direct, of any surplus then
remaining from such proceeds.


If the proceeds of any such sale, disposition or other enforcement are
insufficient to cover the costs and expenses of such sale, as aforesaid, and the
payment in full of all Obligations of the Borrower, the Borrower shall remain
liable for any deficiency.


10.08Lender Appointed Attorney-in-Fact.  The Lender is hereby
appointed the attorney-in-fact of the Borrower, with full power of substitution,
for the purpose of carrying out the provisions hereof and taking any action and
executing any instruments which the Lender may deem necessary or advisable to
accomplish the purposes hereof, which appointment as attorney-in-fact is
irrevocable and coupled with an interest and shall remain in full force and
effect until the full and final payment and performance of all Obligations.
Without limiting the generality of the foregoing, the Lender shall have the
right and power to give notices of its security interest in the Collateral,
either in the name of the Borrower or in its own name, to endorse all Mortgage
Loans payable to the order of the Borrower, to change or cause to be changed the
book-entry registration or name of subscriber or Investor, or to receive,
endorse and collect all checks made payable to the order of the Borrower
representing any payment on account of the principal of or interest on, or the
proceeds of sale of, any of the Mortgage Loans and to give full discharge for
the same.


10.09Right of Set-Off.  If the Borrower shall
default in the payment of the Note, any interest accrued thereon, or any other
sums which may become payable hereunder when due, or in the performance of any
of its other Obligations under this Agreement, the Lender, shall have the right,
at any time and from time to time, without notice, to set-off and to appropriate
or apply any and all property or indebtedness of any kind at any time held or
owing by the Lender to or for the credit of the account of the Borrower
(excluding any monies held by the Borrower in trust for third parties) against
and on account of the Obligations,  irrespective of whether or not the Lender
shall have made any demand hereunder and whether or not said Obligations shall
have matured; provided, however, that the Lender shall not be
allowed to set-off against funds in accounts with respect to which (i) the
Borrower is a trustee or an escrow agent in respect of bona fide third parties
other than Affiliates, and (ii) such trust or escrow arrangement was so
denominated at the time of the creation of such account.  Lender shall notify
the Borrower of any set-off after its exercising of its rights under the
provisions of this Section."




  



2.References to Credit Documents.  Upon the effectiveness of this
Agreement:


(a)Each reference in the Warehouse Credit
Agreement to "this Agreement," "hereunder,"
"hereof," "herein" or words of like import, and each
reference in the Restated Note and the Warehouse Security Agreement to the
Warehouse Credit Agreement, shall mean and be a reference to the Warehouse
Credit Agreement as amended hereby;


(b)Each reference in the Warehouse Credit
Agreement and the Warehouse Security Agreement to the Note shall mean and be a
reference to the Restated Note; and



(c)Each reference in the Warehouse Credit
Agreement and the Note to the Warehouse Security Agreement shall mean and be a
reference to the Warehouse Security Agreement as amended hereby.



3.Ratification of Documents.


(a)Except as specifically amended herein or
amended and restated in the Restated Note, the Warehouse Credit Agreement, the
Note and the Warehouse Security Agreement shall remain unaltered and in full
force and effect and are hereby ratified and confirmed.


(b)The execution, delivery and effectiveness of
this Agreement and the Restated Note shall not, except as expressly provided
herein, operate as a waiver of any right, power or remedy of the Lender under
the Warehouse Credit Agreement, the Note or the Warehouse Security Agreement nor
constitute a waiver of any default or Event of Default under the Warehouse
Credit Agreement, the Note or the Warehouse Security Agreement.


4.Representations and Warranties.  The
Borrower hereby certifies that (i) the representations and warranties which it
made in the Warehouse Credit Agreement and the Warehouse Security Agreement are
true and correct as of the date hereof and (ii) no Event of Default and no event
which could become an Event of Default with the passage of time or the giving of
notice, or both, under the Note, the Warehouse Credit Agreement or the Warehouse
Security Agreement exists on the date hereof.


5.Miscellaneous.


(a)This Agreement shall be governed by and
construed according to the laws of the State of Delaware without regard to
principles of conflicts of laws and shall be binding upon and shall inure to the
benefit of the parties hereto, their successors and assigns.


(b)This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.


(c)This Agreement is intended to take effect as a document under
seal.


IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the day and year first above written.


E-LOAN, INC.


 

By:____________________________________

      President


 

GMAC Bank


 

By:____________________________________