Q3 2003 Exhibit 10.27





                                           Exhibit 10.27




SECOND AMENDMENT

TO THE

SYSTEMS & SERVICES TECHNOLOGIES, INC.

SERVICING AND CUSTODIAN AGREEMENT

 

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.

WHEREAS, the parties entered into the Agreement to appoint SST as
Servicer and Custodian of the Serviced Assets; and

WHEREAS, the parties desire to amend and modify certain terms
contained in Schedule 1 to the Agreement.

NOW THEREFORE, in consideration of the foregoing and other good
and valuable consideration, receipt and sufficiency of which is mutually
acknowledged, the parties agree as follows:

1. Section I of Schedule 1 to the Agreement is amended and restated as
follows: 


I.FEES

1.One Time Boarding Fee$1.50 per loan

2.Monthly Fee 1, 2, 3,440 basis
points

3.Minimum Monthly Fee$5,000





2. Endnote 3 on Schedule 1 to the Agreement is amended and restated as
follows:


This fee shall apply only so long as Company and Administrator are in
compliance with the representation and warranty reflected in Article IV (B)(5)
of the Agreement. In the event of any violation of said representation/warranty,
the parties (with the prior written consent of the Secured Party) agree to
adjust this fee to a sum commensurate with the actual credit standards (i.e.,
FICO) of the Receivables. This provision is in addition to the rights and
remedies otherwise available to SST under the Agreement.



3. Schedule 1 to the Agreement is amended to add the following as Endnote 4:


With respect any Active Receivable secured by a Vehicle that is a motorcycle,
this fee shall only apply to such accounts with a FICO score of 700 or more. Any
such Active Receivable secured by a Vehicle that is a "motorcycle" with a FICO
score of less than 700 shall be subject to a monthly servicing fee of 55 basis
points. Additionally, if at any time the total number of Active Receivables that
are secured by motorcycles is more than 2% of the total number of Active
Receivables, the monthly servicing fee for such Active Receivable that are
secured by motorcycles shall be 55 basis points.






4. This Amendment shall be effective as of September 1, 2003. Except as
modified as set forth herein, all other terms, conditions and obligations in the
Agreement shall continue in full force and effect and the Agreement, as amended,
is hereby ratified in all respects.

5. Each of the Company, E-LOAN, Inc. and SST hereby represents and warrants
that (a) it has the power and is duly authorized to execute and deliver this
Amendment, (b) this Amendment has been duly authorized, executed and delivered,
(c) it is and will continue to be duly authorized to perform its obligations
under the Credit Documents to which it is a party, (d) the execution, delivery
and performance by it of this Amendment does not and will not require any
consent or approval, which has not already been obtained, from any Governmental
Authority, member or any other Person, (e) the execution, delivery and
performance by it of this Amendment shall not result in the breach of, or
constitute a default under, any material agreement or instrument to which it is
a party and (f) this Amendment and each of the Credit Documents (after giving
effect to this Amendment) to which it is a party constitutes its legal, valid
and binding obligations, enforceable against it in accordance with their
respective terms, except as limited by bankruptcy, reorganization, insolvency,
fraudulent conveyance, moratorium and other similar laws (whether statutory,
regulatory or decisional) and general equitable principles affecting creditors'
rights and remedies regardless of whether such enforceability is considered in a
proceeding in equity or at law.

6. This Amendment is limited precisely as written and shall not be deemed to
(a) be a consent to a waiver or any other term or condition of the Agreement,
the other Credit Documents or any of the documents referred to therein or
executed in connection therewith or (b) prejudice any right the Secured Party or
any Lender may now have or may have in the future under or in connection with
the Agreement, the other Credit Documents or any documents referred to therein
or executed in connection therewith. This Amendment contains the entire
agreement between the parties hereto with respect to the transactions
contemplated hereby and supersedes all prior understandings, negotiations,
commitments and writings with respect hereto. Whenever the Agreement is referred
to in any Credit Document or any of the instruments, agreements or other
documents or papers executed and delivered in connection therewith, it shall be
deemed to mean the Agreement as modified by this Amendment.

7. This Amendment is a document executed pursuant to the Agreement and shall be
construed, administered or applied in accordance with the terms and provisions
thereof.

8. This Amendment may be executed by the parties hereto in several
counterparts, each of which shall be deemed to be an original and all of which
shall constitute together but one and the same agreement. The parties may
execute facsimile copies of this Amendment and the facsimile signature of any
such party shall be deemed an original and fully binding on said party.

9. This Amendment shall be governed and construed in accordance with the
applicable terms and provisions of Article XVII (Governing Law) of the
Agreement, which terms and provisions are incorporated herein by
reference.



 

 

[SIGNATURE PAGE TO FOLLOW]

 

 

IN WITNESS WHEREOF, the parties hereto have caused this Amendment
to be executed as of the date first written above.

 

SERVICER AND CUSTODIAN:SYSTEMS & SERVICES TECHNOLOGIES, INC.

By: /s/ __________________________________

    Name: Joseph D. Booz

   Its: EVP/Secretary/General Counsel














COMPANY:E-LOAN AUTO FUND ONE, LLC

By: /s/ __________________________________

       Name: Matt Roberts

   Its: CFO














ORIGINATOR AND ADMINISTRATOR:E-LOAN, INC.

By: /s/ __________________________________

       Name: Joe Kennedy

   Its: President














Acknowledged and Agreed as of the 10th day of November,
2003:

 

SECURED PARTY:MERRILL LYNCH BANK USA

By: /s/ __________________________________

       Name: Joseph Magnus

   Its: Director