$50,000,000





WAREHOUSE CREDIT AGREEMENT



between



E-LOAN, INC., as Borrower,



and



GMAC BANK, as Lender





__________________________________



Dated as of November 1, 2001



__________________________________

TABLE OF CONTENTS

Page

Section 1.	Definitions and Principles of
Construction.	*

1.01	Defined Terms.	*

1.02	Principles of Construction.	*

Section 2.	Amount and Terms of Credit.	*

2.01	Commitment.	*

2.02	Minimum Borrowing Amount.	*

2.03	Pledge of Collateral.	*

2.04	Request for Advance.	*

2.05	Disbursement of Funds.	*

2.06	Note.	*

2.07	Interest.	*

Section 3.	Fees.	*

3.01	Fees.	*

Section 4.	Prepayments; Payments.	*

4.01	Voluntary Prepayments.	*

4.02	Mandatory Prepayments.	*

4.03	Release of Collateral; Substitution.	*

4.04	Sale of Collateral to Investors.	*

4.05	Method and Place of Payment.	*

4.06	Net Payments.	*

Section 5.	Conditions Precedent.	*

5.01	Execution of Agreement; Note.	*

5.02	No Default; Representations and Warranties.	*

5.03	Request for Advance.	*

5.04	Opinion of Counsel.	*

5.05	Diligence.	*

5.06	Corporate Documents; Proceedings.	*

5.07	Financial Statements.	*

5.08	Mandatory Prepayment.	*

5.09	Warehouse Security Agreement.	*

5.10	No Adverse Change.	*

5.11	Insurance.	*

5.12	[Intentionally omitted]	*

5.13	Delivery of the Collateral.	*

5.14	Fees.	*

5.15	No Litigation.	*

5.16	Legal or Regulatory Proceedings.	*

5.17	[Intentionally omitted].	*

5.18	[Intentionally omitted]..	*

5.19	[Intentionally omitted]..	*

5.20	[Intentionally omitted]..	*

Section 6.	Representations, Warranties and
Agreements.	*

6.01	Corporate Status.	*

6.02	Corporate Power and Authority.	*

6.03	No Violation.	*

6.04	Governmental Approvals.	*

6.05	Financial Statements; Financial Condition;
Undisclosed Liabilities; etc.	*

6.06	Litigation.	*

6.07	True and Complete Disclosure.	*

6.08	Use of Proceeds; Margin Regulations.	*

6.09	Tax Returns and Payments.	*

6.10	Compliance with ERISA.	*

6.11	Capitalization.	*

6.12	Subsidiaries.	*

6.13	Compliance with Statutes, etc.	*

6.14	Investment Company Act.	*

6.15	No Burdensome Agreement.	*

6.16	Security Interests.	*

6.17	Registration.	*

6.18	Representations Relating to the Mortgage Loans.	*

6.19	Representations Relating to the Mortgage backed
Securities.	*

6.20	Insurance.	*

6.21	Title to Property.	*

6.22	No Recourse Sales.	*

6.23	Fictitious Names.	*

Section 7.	Affirmative Covenants.	*

7.01	Information Covenants.	*

7.02	Books, Records and Inspections.	*

7.03	Maintenance of Property, Insurance.	*

7.04	Corporate Franchises.	*

7.05	Compliance with Statutes, etc.	*

7.06	ERISA.	*

7.07	Performance of Obligations.	*

7.08	Mortgage Loans.	*

7.09	Payment of Taxes.	*

7.10	Corporate Separateness.	*

7.11	Collateral.	*

7.12	Portfolio Hedging Arrangements.	*

7.13	Borrowing Base Valuation Reports.	*

Section 8.	Negative Covenants.	*

8.01	Liens.	*

8.02	[Intentionally omitted]..	*

8.03	Dividends.	*

8.04	[Intentionally omitted]	*

8.05	Advances, Investments and Loans.	*

8.06	Transactions with Affiliates.	*

8.07	Capital Expenditures.	*

8.08	Maximum Adjusted Leverage Ratio.	*

8.09	Minimum Adjusted Tangible Net Worth.	*

8.10	[Intentionally omitted]	*

8.11	Modifications of Certificate of Incorporation, By-
Laws, Certain Other Agreements and Collateral.	*

8.12	Limitation on Restrictions on Subsidiary Dividends
and Other Distributions.	*

8.13	Limitation on Issuances of Capital Stock by
Subsidiaries.	*

8.14	Business.	*

8.15	Portfolio Aging.	*

8.16	Minimum Current Ratio.	*

Section 9.	Events of Default.	*

9.01	Payments.	*

9.02	Representations, etc.	*

9.03	Covenants.	*

9.04	Default Under Other Agreements.	*

9.05	Default Under Agreements With Lender.	*

9.06	Bankruptcy, etc.	*

9.07	ERISA.	*

9.08	Warehouse Security Agreement.	*

9.09	[Intentionally omitted]	*

9.10	Management.	*

9.11	Judgments.	*

9.12	Material Adverse Change.	*

9.13	Default Not a Condition of a 120-Day Demand.	*

Section 10.	INTENTIONALLY OMITTED.	*

Section 11.	Miscellaneous.	*

11.01	Payment of Expenses; Indemnity.	*

11.02	Notices.	*

11.03	Benefit of Agreement.	*

11.04	Remedies Cumulative.	*

11.05	Calculations; Computations.	*

11.06	Governing Law; Submission to Jurisdiction;
Venue.	*

11.07	No Proceedings.	*

11.08	Counterparts.	*

11.09	Effectiveness.	*

11.10	Headings Descriptive.	*

11.11	Amendment or Waiver.	*

11.12	Survival.	*

11.13	Waiver of Jury Trial.	*







|SCHEDULES:        |   |                                                                                                
|----------------- | - | -----------------------------------------------------------------------------------------------
|                  |   |                                                                                                
|SCHEDULE 6.11     | - | CAPITALIZATION                                                                                 
|SCHEDULE 6.12     | - | LIST OF SUBSIDIARIES                                                                           
|SCHEDULE 7.01(p)  | - | CREDIT PACKAGE DOCUMENTS (LIST OF DOCUMENTS TO BE DELIVERED
WITH RESPECT TO A PLEDGED MORTGAGE)
|SCHEDULE 8.04(ii) | - | EXISTING INDEBTEDNESS                                                                          
|SCHEDULE 8.06     | - | LIST OF AFFILIATED APPRAISERS OR TITLE AGENTS                                                  
|                  |   |                                                                                                
|EXHIBITS          |   |                                                                                                
|                  |   |                                                                                                
|EXHIBIT A-1       | - | FORM OF PLEDGE OF COLLATERAL                                                                   
|EXHIBIT A-2       | - | FORM OF REQUEST FOR ADVANCE BY CHECK                                                           
|EXHIBIT A-3       | - | FORM OF REQUEST FOR ADVANCE BY WIRE                                                            
|EXHIBIT B-1       | - | FORM OF WET ADVANCE DISBURSEMENT INSTRUCTION                                                   
|EXHIBIT B-2       | - | FORM OF BORROWER'S WET ADVANCE DISBURSEMENT INSTRUCTION                                        
|EXHIBIT C         | - | [INTENTIONALLY OMITTED]                                                                        
|EXHIBIT D         | - | FORM OF NOTE                                                                                   
|EXHIBIT E         | - | FORM OF OPINION OF SPECIAL COUNSEL FOR THE BORROWER                                            
|EXHIBIT F-1       | - | FORM OF OFFICERS' CERTIFICATE FOR BORROWER                                                     
|EXHIBIT F-2       | - | FORM OF OWNERS' AND OFFICERS' CERTIFICATION                                                    
|EXHIBIT G         | - | CREDIT SCORES                                                                                  
|EXHIBIT H         | - | [INTENTIONALLY OMITTED]                                                                        
|EXHIBIT I         | - | FORM OF WAREHOUSE SECURITY AGREEMENT                                                           
|EXHIBIT J         | - | [Intentionally omitted]                                                                        
|EXHIBIT K         | - | [Intentionally omitted].                                                                       
|EXHIBIT L         | - | FORM OF INTERCREDITOR AGREEMENT                                                                



WAREHOUSE CREDIT AGREEMENT

WAREHOUSE CREDIT AGREEMENT (as modified, supplemented or
amended from time to time, this "Agreement"), dated as of November 1, 2001,
between E-LOAN, INC., a Delaware corporation (the "Borrower") and GMAC Bank, a
federal savings bank (the "Lender").

W I T N E S S E T H :

WHEREAS, subject to and upon the terms and conditions herein
set forth, the Lender is willing to make available to the Borrower the credit
facilities provided for herein;

NOW, THEREFORE, IT IS AGREED:

1. Definitions and Principles of
Construction.
2. Defined Terms.
3. The original Mortgage Note executed with respect to such
Mortgage Loan by a third party in favor of the Borrower (or properly endorsed to
the Borrower if purchased or acquired by the Borrower) and endorsed in blank by
the Borrower;
4. The original recorded Mortgage securing such Mortgage
Note or a copy of the original Mortgage securing such Mortgage Note, certified
by the Borrower or a title company or escrow company reasonably satisfactory to
the Lender to be a true copy of the original instrument submitted for
recording;
5. If the Mortgage Note was purchased by the Borrower, an
original properly recorded assignment of the related Mortgage to the Borrower or
a copy of such assignment certified by the Borrower or a title or escrow company
reasonably satisfactory to the Lender to be a true copy of the original
instrument submitted for recording and a certified copy of each intervening
assignment of such Mortgage, if any;
6. An assignment of the Mortgage by the Borrower to the
Lender fully completed and in recordable form. If appropriate filing and
recording information regarding the Mortgage has not been inserted into the
assignment, the Borrower hereby authorizes the Lender to insert such
information, when available. Such assignment shall not be filed for recordation
unless the Lender shall in good faith deem such action necessary to further
secure any Advances, in which case the Lender may file of record any or all such
assignments. The Borrower shall immediately reimburse the Lender for any and all
costs and expenses incurred by the Lender in connection with such recordation;
7. A closing protection letter executed by an authorized
representative of a title insurance company or escrow company reasonably
satisfactory to the Lender stating that the closing agent with respect to such
Mortgage Loan is an authorized agent of such title insurance company or escrow
company;
8. Such other documents as the Lender may reasonably require
from time to time, including, without limitation, a copy of any Purchase
Commitment or Master Commitment relating to the Mortgage Loan.
9. Principles of Construction.
10. All references to sections, schedules and exhibits are to
sections, schedules and exhibits in or to this Agreement unless otherwise
specified. The words "hereof," "herein," "hereto" and "hereunder" and words of
similar import when used in this Agreement shall refer to this Agreement as a
whole and not to any particular provision of this Agreement.
11. All accounting terms not specifically defined herein
shall be construed in accordance with GAAP in conformity with those used in the
preparation of the financial statements referred to in Section
6.05(a).
12. Amount and Terms of Credit.
13. Commitment.
14. Minimum Borrowing Amount.
15. Pledge of Collateral.
16. Request for Advance.
17. Disbursement of Funds.
18. No later than 3:00 P.M. E.S.T. on the date specified in
the Request for Advance with respect to any Advance other than a Wet Advance,
the Lender may, at its option, make available to the Borrower the amount of such
Advance requested to be made on such date by wire transfer of funds to the
Borrower's Advance Account.
19. No later than 3:00 P.M. E.S.T. on the date specified in
the Request for Advance with respect to any Wet Advance, the Lender shall
disburse the amount of such Wet Advance directly to the appropriate title
company, escrow agent or closing agent, by cashier's check or wire transfer in
accordance with the instructions set forth in the related Request for Advance,
the Lender's customary practice and the requirements of applicable law.
20. In the event that a Wet Advance is disbursed by a
cashier's check sent by the Lender or the Lender's bank to the appropriate title
company, escrow agent or closing agent, the Lender shall disburse the amount of
such Wet Advance under cover of an instruction letter substantially in the form
of Exhibit B-1 (a "Wet Advance Disbursement Instruction"). In the event that a
Wet Advance is to be disbursed by wire transfer or by a cashier's check printed
at the Borrower's office and sent by the Borrower to the appropriate title
company, escrow agent or closing agent, the Borrower shall deliver to the
appropriate title company, escrow agent or closing agent an instruction letter
substantially in the form of Exhibit B-2 (a "Borrower's Wet Advance Disbursement
Instruction"). Upon the request of the Lender, the Borrower shall deliver to the
Lender a copy of any Borrower's Wet Advance Disbursement Instruction delivered
by the Borrower.
21. Note.
22. Interest.
23. 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, at a rate per annum equal to 2.00% in excess of the Monthly
Average LIBOR Rate in effect from time to time and (ii) with respect to Advances
secured by Eligible Nonconforming Mortgage Loans, at a rate per annum equal to
2.25% in excess of the Monthly Average LIBOR Rate in effect from time to time;
provided, however, that with respect to any Advance which is disbursed by
cashier's check, which Advance has been outstanding for less than sixteen days
(16), the applicable rate of interest, calculated in accordance with the
provisions of this Section 2.07(a), shall be reduced by .50%.
24. Overdue principal and, to the extent permitted by law,
overdue interest, and any other overdue amount payable by the Borrower
hereunder, shall bear interest at a rate per annum equal to 4% per annum in
excess of the rate specified in clause (a) above in effect from time to time;
provided, however, that no Advance shall bear interest at a rate in excess of
the maximum rate permitted by applicable law.
25. Accrued (and theretofore unpaid) interest shall be
payable in respect of the Advances (i) monthly in arrears on the fifth Business
Day of each calendar month with respect to interest accrued during the preceding
calendar month, (ii) on any prepayment which reduces the outstanding Advances to
zero, (iii) at maturity (whether by acceleration, demand or otherwise) and (iv)
after such maturity, on demand. The Lender shall provide the Borrower with a
notice setting forth the interest accrued with respect to each calendar month
not later than the third Business Day following the end of such calendar
month.
26. Fees.
27. Fees.
28. The Borrower shall pay the Lender an administration fee
(the "Administration Fee") with respect to each calendar month during the term
of this Agreement in an amount equal to the sum of $20.00 for each Mortgage Loan
pledged as Collateral for the first time during such calendar month. In
addition, the Borrower shall pay all administrative costs of the Lender in
connection with the making of an Advance and the handling of Collateral,
including, but not limited to, the costs of overnight and express delivery,
cashier's checks and wire transfers. The Administration Fee and administrative
costs with respect to each calendar month will be due and payable on the fifth
Business Day following the end of such calendar month.
29. The Lender shall provide the Borrower with a notice
setting forth the Administration Fee accrued and the administrative costs with
respect to each calendar month not later than the third Business Day following
the end of such calendar month.
30. Prepayments; Payments.
31. Voluntary Prepayments.
32. Mandatory Prepayments.
33. 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) the Borrowing Base, as then in
effect, the Borrower shall immediately prepay the principal of Advances in an
aggregate amount equal to such excess;
34. if on any date the aggregate principal amount outstanding
of Advances secured by Mortgage backed Securities exceeds 0% of the Commitment,
the Borrower shall immediately prepay the principal of Advances secured by
Mortgage backed Securities in an aggregate amount equal to such excess;
35. if on any date the aggregate principal amount outstanding
of Wet Advances exceeds 30% of the Commitment, the Borrower shall immediately
prepay the principal of Wet Advances in an aggregate amount equal to such
excess;
36. if on any date the aggregate principal amount outstanding
of Advances secured by Jumbo Loans exceeds 75% of the Commitment, the Borrower
shall immediately prepay the principal of Advances secured by Jumbo Loans in an
aggregate amount equal to such excess;
37. if (i) 60 calendar days shall have elapsed from the date
of first issuance of a Mortgage backed Security in respect of which an Advance
has been made hereunder, and (ii) such Mortgage backed Security has not been
sold by the Borrower and paid for by an Investor and (iii) the Advances secured
by such Mortgage backed Security have not been prepaid pursuant to any other
clause of this Section 4.02, the Borrower shall immediately prepay the principal
of Advances in an aggregate amount equal to the Collateral Value of such
Mortgage backed Security;
38. if the Lender shall have notified the Borrower or the
Borrower otherwise becomes aware that any Mortgage Loan or Mortgage backed
Security originally included as an Eligible Mortgage Loan or an Eligible
Nonconforming Mortgage Loan no longer constitutes an Eligible Mortgage Loan or
an Eligible Nonconforming Mortgage Loan pursuant to the terms and standards set
forth herein and in the Warehouse Security Agreement, the Borrower shall
immediately prepay the principal of Advances in an aggregate amount equal to the
Collateral Value of such Mortgage Loan or Mortgage backed Security;
39. if a Mortgage Loan or a Mortgage backed Security in
respect of which an Advance has been made hereunder is sold, the Borrower shall
on the date of settlement for such sale prepay the principal of Advances in an
aggregate amount equal to the Collateral Value of such Mortgage Loan or Mortgage
backed Security;
40. if 21 calendar days shall have elapsed from the date a
Mortgage Loan is sent from the Lender to an Investor or the Custodian for an
Investor as provided in Section 4.04 and in the Warehouse Security Agreement and
such Mortgage Loan has neither been redelivered to the Lender nor purchased
pursuant to the letter of transmittal delivered therewith, the form of which
shall be that customarily used by the Lender or, if appropriate, the form
required by FNMA or FHLMC, the Borrower shall immediately prepay the principal
of Advances in an aggregate amount equal to the Collateral Value of such
Mortgage Loan;
41. if 14 calendar days shall have elapsed from the date on
which the Borrower is requested by the Lender to obtain a substantially
corrected or completed copy of any material document in connection with any
Mortgage Loan or Mortgage backed Security and the same shall not have been
delivered to the Lender with the appropriate completion or correction, the
Borrower shall immediately prepay the principal of Advances in an aggregate
amount equal to the Collateral Value of such Mortgage Loan or Mortgage backed
Security;
42. if (1) there shall be a default in the payment of
principal or interest by the obligor under (x) an Eligible Mortgage Loan in
respect of which an Advance has been made hereunder and such default shall be
continuing for 60 days or more or (y) a Mortgage backed Security in respect of
which an Advance has been made hereunder and such default shall be continuing
for 3 Business Days or more or (z) an Eligible Nonconforming Mortgage Loan in
respect of which an Advance has been made hereunder and such default shall be
continuing for 60 days or more, (2) an Insolvency Event shall occur in respect
of an obligor on any Mortgage Loan in respect of which an Advance has been made
hereunder or (3) foreclosure or similar proceedings shall be commenced in
respect of the premises which secure any Mortgage Loan in respect of which an
Advance has been made hereunder, the Borrower shall immediately prepay the
principal of Advances in an aggregate amount equal to the Collateral Value of
such Mortgage Loan or Mortgage backed Security;
43. if the Mortgage Loan to be funded with the proceeds of
any Wet Advance is not funded on the date of such Wet Advance, the Borrower
shall immediately prepay the full principal amount of such Wet Advance;
44. if the Mortgage Note in respect of any Mortgage Loan
securing a Wet Advance is not delivered to the Lender within five Business Days
following the date on which such Wet Advance was made, the Borrower shall
immediately prepay the full principal amount of such Wet Advance;
45. if on any date the aggregate principal amount of Advances
outstanding at any time secured by Eligible Nonconforming Mortgage Loans exceeds
the Nonconforming Commitment then in effect, the Borrower shall immediately
prepay the principal of Advances in an aggregate amount equal to such
excess;
46. if on any date the aggregate principal amount of Advances
secured by Credit A- Loans exceeds 100% of the Nonconforming Commitment, the
Borrower shall immediately prepay the principal of Advances secured by Credit A-
Loans in an aggregate amount equal to such excess;
47. if on any date the aggregate principal amount of Advances
secured by Credit B Loans exceeds 100% of the Nonconforming Commitment, the
Borrower shall immediately prepay the principal of Advances secured by Credit B
Loans in an aggregate amount equal to such excess;
48. if on any date the aggregate principal amount of Advances
secured by Credit C Loans exceeds 50% of the Nonconforming Commitment, the
Borrower shall immediately prepay the principal of Advances secured by Credit C
Loans in an aggregate amount equal to such excess; and
49. if on any date the aggregate principal amount of Advances
secured by Credit D Loans exceeds 0% of the Nonconforming Commitment, the
Borrower shall immediately prepay the principal of Advances secured by Credit D
Loans in an aggregate amount equal to such excess.
50. Release of Collateral; Substitution.
51. 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 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) and a deposit by the Borrower of such amount as the Lender
shall reasonably 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
Securit(ies) and (ii) the Collateral Documents pertaining thereto.
52. So long as no Default or Event of Default has occurred
and is continuing in lieu of any required pre-payment of principal pursuant to
Section 4.02, the Borrower may, subject to the terms and conditions hereof and
the prior consent of the Lender, substitute and pledge additional Eligible
Mortgage Loans and/or Eligible Nonconforming Mortgage Loans (together with all
required Collateral Documents with respect thereto) having an aggregate
Collateral Value in an amount such that immediately after giving effect to such
substitution or addition, such prepayment is no longer required.
53. Sale of Collateral to Investors.
54. The Lender shall arrange, in accordance with the
provisions of the Warehouse Security Agreement, for the delivery of Mortgage
Loans pledged to the Lender to an Investor (or such Investor's Custodian)
pursuant to a Purchase Commitment for examination and purchase thereof by such
Investor; provided, however, that prior thereto the Lender shall have received
from the Borrower one Business Day's prior written notice describing the
Mortgage Loan(s) to be delivered and the shipping or wiring instructions
therefor, such notice executed by an authorized employee of the Borrower and
identifying the Investor and the price which such Investor has agreed to pay for
such Collateral and/or the Mortgage backed Security that is to be issued against
the delivery and release of such Collateral.
55. The Lender shall release Collateral consisting of
Mortgage-backed Securities to the Investor under the related Purchase Commitment
on the settlement date specified in such Purchase Commitment by book-entry
transfer of such Mortgage-backed Securities to the account of such Investor
against the wire transfer to the account of the Lender of the full purchase
price specified in such Purchase Commitment; provided that (i) the Lender
shall have received from the Investor or the Borrower appropriate instructions
with respect to such delivery, transfer and payment and (ii) the Borrower shall
have made all deposits (if any) required in connection therewith pursuant to
Section 4.04(c) below.
56. The Borrower shall make a deposit in immediately
available funds into the Warehouse Payment Account by 4:00 p.m. E.S.T. 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 the
Borrowing Base (calculated without reference to any such Mortgage Loan or
Mortgage backed Security).
57. Each delivery of Collateral pursuant to this Section 4.04
shall be accompanied by a bailee letter in accordance with the requirements of
the Warehouse Security Agreement. All payments in respect of such Collateral so
purchased shall not be deemed received by the Lender until such funds constitute
"immediately available" funds in the Warehouse Payment Account or such Mortgage
backed Securities have been credited to the account of the Lender. For purposes
hereof, confirmation of receipt of wired funds shall constitute "immediately
available" funds.
58. In the event that the Borrower has entered into an
agreement which provides for the sale by the Borrower to an Investor of the
rights to service any Mortgage Loan (which sale is separate from the sale of
such Mortgage Loan) pledged to the Lender pursuant to the terms of this
Agreement and the Warehouse Security Agreement, the Borrower shall provide such
Investor with written notice (in a form satisfactory to the Lender) that the
payment for such servicing rights shall be made directly to the Lender for the
account of the Lender.
59. The Borrower shall deliver to the Lender, on or prior to
10:30 a.m. on the Business Day following receipt by the Lender of payment from
an Investor for Mortgage Loans (or the right to service Mortgage Loans) or
Mortgage backed Securities, notice designating the Mortgage Loans or Mortgage
backed Securities to which such payment applies. An amount equal to the funds
transferred to the Lender in respect of Mortgage Loans (or the right to service
Mortgage Loans) or Mortgage backed Securities purchased by an Investor (whether
such funds were transferred by the Borrower pursuant to Section 4.04(c) or by
the Investor pursuant to Sections 4.04(b), 4.04(d) or 4.04(e)) shall be applied
by the Lender as a prepayment of Advances.
60. Method and Place of Payment.
61. Net Payments.
62. Conditions Precedent.
63. Execution of Agreement; Note.
64. No Default; Representations and
Warranties.
65. Request for Advance.
66. Opinion of Counsel.
67. Diligence.
68. Corporate Documents; Proceedings.
69. On the Initial Borrowing Date, the Lender shall have
received a certificate, dated the Initial Borrowing Date, signed by the
President or any Vice President of the Borrower, and attested to by the
Secretary or any Assistant Secretary of the Borrower, substantially in the form
of Exhibit F-1 and with appropriate insertions, together with copies of the
Certificate of Incorporation and By-Laws of the Borrower, the resolutions of the
Borrower referred to in such certificate and a good-standing certificate from
the Secretary of State of the jurisdiction of incorporation of the
Borrower.
70. All corporate and legal proceedings and all instruments
and agreements in connection with the transactions contemplated in this
Agreement and the other Credit Documents shall be reasonably satisfactory in
form and substance to the Lender, and the Lender shall have received all
information and copies of all documents and papers, including records of
corporate proceedings and governmental approvals, if any, which the Lender
reasonably may have requested in connection therewith, such documents and papers
where appropriate to be certified by proper corporate or governmental
authorities.
71. Financial Statements.
72. Mandatory Prepayment.
73. Warehouse Security Agreement.
74. acknowledgment copies of proper financing statements
(Form UCC-1) duly filed under the UCC of each jurisdiction as may be necessary
or, in the opinion of the Lender, desirable to perfect the security interests
purported to be created by the Warehouse Security Agreement;
75. certified copies of "Requests for Information or Copies"
(Form UCC-11), or equivalent reports, listing the financing statements referred
to in clause (a) above and all other effective financing statements that name
the Borrower as debtor and that are filed in the jurisdictions referred to in
said clause (a), together with copies of such other financing statements (none
of which shall cover the Collateral, except to the extent evidencing Liens
permitted pursuant to Section 8.01); and
76. evidence of the completion of all other recordings and
filings of, or with respect to, the Warehouse Security Agreement and the taking
of all other actions as may be necessary or, in the opinion of the Lender,
desirable to perfect the security interests purported to be created by the
Warehouse Security Agreement.
77. No Adverse Change.
78. Insurance.
79. [Intentionally omitted]
80. Delivery of the
Collateral.
81. Fees.
82. No Litigation.
83. Legal or Regulatory Proceedings.
84. [Intentionally omitted]
85. [Intentionally omitted]
86. [Intentionally omitted].
87. [Intentionally omitted].
88. Representations, Warranties and
Agreements.
89. Corporate Status.
90. Corporate Power and Authority.
91. No Violation.
92. Governmental Approvals.
93. Financial Statements; Financial Condition; Undisclosed
Liabilities; etc.
94. The consolidated and consolidating balance sheet of the
Borrower and its Consolidated Subsidiaries and the related consolidated and
consolidating statements of income and retained earnings and statements of cash
flows of the Borrower and its Consolidated Subsidiaries furnished to the Lender
in accordance with Section 5.07 hereof present fairly the consolidated and
consolidating financial condition of the Borrower and its Consolidated
Subsidiaries at the dates of such balance sheets and the consolidated and
consolidating results of the operations of the Borrower and its Consolidated
Subsidiaries for the fiscal periods covered by such statements of income and
retained earnings and statements of cash flows. All such financial statements
have been prepared in accordance with GAAP consistently applied. Since April 30, 1998there has not been any material adverse
change in the business, operations, property, assets, condition (financial or
otherwise) or prospects of the Borrower.
95. Except as fully reflected on the financial statements
referred to in Section 6.05(a), there will be as of the Effective Date no
liabilities or obligations with respect to the Borrower or any of its
Subsidiaries of any nature whatsoever (whether absolute, accrued, contingent or
otherwise and whether or not due) which, either individually or in the
aggregate, would be material to the Borrower or to the Borrower and its
Subsidiaries taken as a whole.
96. Litigation.
97. True and Complete Disclosure.
98. Use of Proceeds; Margin Regulations.
99. Tax Returns and Payments.
100. Compliance with ERISA.
101. Capitalization.
102. Subsidiaries.
103. Compliance with Statutes, etc.
104. Investment Company Act.
105. No Burdensome Agreement.
106. Security Interests.
107. Registration.
108. Representations Relating to the Mortgage
Loans.
109. At all times during which a Mortgage Loan is pledged as
Collateral for Advances hereunder, such Mortgage Loan will (i) be an FHA Loan, a
VA Loan, a Conforming Loan, a Jumbo Loan, a State Loan, a Credit A- Loan, a
Credit B Loan, a Credit C Loan or a Credit D Loan; (ii) be an Eligible Mortgage
Loan or an Eligible Nonconforming Mortgage Loan and be free of any default and
the Borrower will have had no notice of any event which has occurred which may,
with the passage of time or the giving of notice, or both, become a default;
(iii) comply with the terms of this Agreement and with the relevant Purchase
Commitment and/or Master Commitment, if any; (iv) be a legal, valid and binding
obligation of the mortgagor and the mortgagee thereunder enforceable in
accordance with its terms and subject to no offset, defense or counterclaim,
obligating such mortgagor to make the payments specified therein, and each FHA
Loan and each VA Loan will be fully eligible for, and the Borrower will have
complied with all applicable requirements of law, rule or regulation in respect
of, FHA insurance or VA guaranty, respectively; (v) if such Mortgage Loan is an
Eligible Nonconforming Mortgage Loan, be subject to a Purchase Commitment, or if
such Mortgage Loan is an Eligible Mortgage Loan, be subject to a Purchase
Commitment or Hedging Contract or, if it is a Mortgage Loan that bears interest
at an adjustable rate, a Master Commitment which Purchase Commitment or Master
Commitment is a legal, valid and binding obligation of the Investor party
thereto, is enforceable against such Investor in accordance with its terms
(subject to the effect of applicable bankruptcy and other similar laws affecting
the rights of creditors generally and the effect of equitable principles whether
applied in an action at law or a suit in equity), and, except as is otherwise
notified in writing by the Borrower to the Lender, permits the assignment
thereof to the Lender; (vi) be owned by the Borrower and be subject to no Lien
or claim whatsoever, either legal or equitable, other than that granted to the
Lender; (vii) be fully disbursed, the final disbursement to the mortgagor in
connection therewith having been made no more than 30 days prior to the date of
pledge if such disbursement was made by the Borrower (unless such Mortgage Loan
is delivered as Collateral securing the initial Advance made to the Borrower
hereunder); (viii) not be modified (except as to correction of clerical or
scrivener errors), amended, superseded or otherwise subject to any other
agreement or contract of any kind with the relevant mortgagor under such
Mortgage Loan except to the extent such amendment, modification or other
agreement or contract has been disclosed in writing to the Lender by the
Borrower at the time of the pledge and does not affect the salability of such
Mortgage Loan pursuant to any applicable Master Commitment or Purchase
Commitment; (ix) be a valid first or second lien on the mortgaged premises
subject thereto; (x) if required by the Investor, have a title insurance policy
or binder, in ALTA form satisfactory to the Lender insuring the priority of the
Borrower's first or second lien therein subject only to (1) the lien of the
related first mortgage, if any, (2) the lien of current real property taxes and
assessments, (3) covenants, conditions and restrictions, rights of way,
easements and other matters of public record as of the date of recording of the
related mortgage or deed of trust, such exceptions appearing of record being
acceptable to mortgage lending institutions generally in the area wherein the
property subject thereto is located and (4) other matters to which like
properties are commonly subject which do not materially interfere with the
benefits of the security intended to be provided by the related mortgage or deed
of trust and (xi) not have been selected for pledge hereunder utilizing
procedures, other than those necessary to comply with the representations and
warranties set forth herein, which are adverse to the interests of the
Lender.
110. At the time of the pledge of each Mortgage Loan, the
Borrower will have received with respect to each such Mortgage Loan (i) a hazard
insurance policy with a standard mortgagee clause in a form satisfactory to the
Lender and with extended coverage in an amount which is at least equal to the
maximum insurable value of the improvements securing such Mortgage Loan from
time to time or the principal balance owing on such Mortgage Loan, whichever is
less and (ii) a policy, or other satisfactory evidence, of flood insurance or
satisfactory documentation to demonstrate that the mortgaged premises are not
located in a special flood hazard area. Such documentation will be retained in
the Borrower's files relating to such Mortgage Loan.
111. With respect to each Mortgage Loan pledged to the Lender,
the Borrower has fully complied with, and will fully comply with, or the
original mortgagee thereof has fully complied with and will fully comply with,
(A) all applicable state and federal laws and regulations, including but not
limited to (i) the Real Estate Settlement Procedures Act of 1974, (ii) the Equal
Credit Opportunity Act, (iii) the Federal Truth in Lending Act and Regulation Z
of the Board of Governors of the Federal Reserve System, (iv) any laws requiring
persons providing appraisals of property values to be properly licensed, and (v)
all other usury, disclosure, consumer credit protection or truth-in-lending laws
which may apply, and in each such case with all regulations promulgated in
connection therewith as the same may be from time to time amended and will
maintain sufficient documentary evidence in its file to substantiate such
compliance (including, without limitation, delivery of all necessary disclosure
statements) and (B) all of the terms and provisions of such Mortgage Loan and of
any contractual escrow arrangements applicable thereto.
112. Representations Relating to the Mortgage backed
Securities.
113. Insurance.
114. Title to Property.
115. No Recourse Sales.
116. Fictitious Names.
117. Affirmative Covenants.
118. Information Covenants.
119. Monthly Financial Statements. Within 30 days after
the close of each monthly accounting period of the Borrower, the consolidated
statements of financial condition of the Borrower and its Consolidated
Subsidiaries as at the end of such period, and the related consolidated
statements of income and retained earnings and statements of cash flows for such
period and for the elapsed portion of the fiscal year ended with the last day of
such period, setting forth comparative figures for the related periods in the
prior fiscal year, all of which shall be in form and substance satisfactory to
the Lender and certified as to fairness of presentation by the Chief Financial
Officer of the Borrower, subject to normal year-end audit adjustments and
accompanied by a certificate from such financial officer to the effect that no
Default or Event of Default has occurred and is continuing, and a statement as
to the beneficial ownership of all of the issued and outstanding capital stock
of the Borrower as at the end of such period, certified as accurate by such
financial officer.
120. Annual Financial Statements. Within 90 days after
the close of each fiscal year of the Borrower, the consolidated and
consolidating statements of financial condition of the Borrower and its
Consolidated Subsidiaries as at the end of such fiscal year, and the related
consolidated and consolidating statements of income and retained earnings and
statements of cash flows for such fiscal year, in form and substance
satisfactory to the Lender and setting forth comparative figures for the
preceding fiscal year and certified, in the case of the consolidated financial
statements, by independent certified public accountants reasonably acceptable to
the Lender, together with a report of such accounting firm stating that its
regular audit of the financial statements of the Borrower was conducted in
accordance with generally accepted auditing standards.
121. Management Letters. Promptly, and in no event
later than five days, after receipt by the Borrower thereof, a copy of any
"management letter" received by the Borrower from its certified public
accountants detailing any "material weaknesses in internal control" noted by
such accountants (as defined by the Financial Accounting Standards
Board).
122. Officer's Certificates. At the time of the
delivery of the financial statements provided for in Section 7.01(a) and (b), a
certificate of the Chief Financial Officer of the Borrower to the effect that,
to the best of his knowledge, no Default or Event of Default has occurred and is
continuing or, if any Default or Event of Default has occurred and is
continuing, specifying the nature and extent thereof and any actions taken or
proposed to be taken to cure any such Default or Event of Default, which
certificate shall set forth the calculations required to establish whether the
Borrower was in compliance with the provisions of Sections 8.08 and 8.09, at the
end of such month or fiscal year, as the case may be.
123. Notice of Default. Promptly (and in no event later
than five days following the occurrence thereof), notice of (i) the occurrence
of any event which constitutes a Default or Event of Default, detailing the
nature of such Default or Event of Default and any actions taken or proposed to
be taken to cure such Default or Event of Default, (ii) the commencement of any
action, suit or proceeding against the Borrower or any of its Subsidiaries
before any court, arbitrator or governmental department, commission, board,
bureau, agency or instrumentality which (A) could result in liability or loss of
$250,000 or more, in excess of any applicable insurance coverage to the Borrower
or such Subsidiary, as the case may be, or (B) would otherwise materially
adversely affect the management or the condition or operations (financial or
otherwise) of the Borrower or any of its Subsidiaries, (iii) any change in any
of the President, Chief Executive Officer, Chief Financial Officer or Director
of Mortgage Banking Operations of the Borrower, or (iv) any loss or any
threatened loss known to the Borrower of any authorization, qualification,
license or permit issued by any governmental or regulatory authority to the
Borrower or any of its Subsidiaries the loss of which could have a material
adverse effect upon the financial condition or business of the Borrower or any
of its Subsidiaries.
124. Reports Relating to Collateral. In respect of the
Collateral, bi-weekly or more frequently as Lender may, from time to time,
request a position valuation report from the Borrower in a form acceptable to
the Lender (the "Position Valuation Report").
125. Monthly Servicing Reports. Within 30 days after
the close of each calendar month in which the Borrower owns a Servicing
Portfolio, a consolidated report of the Borrower providing a summary, for all
Mortgage Loans the servicing rights to which are owned by the Borrower,
regardless of whether such Mortgage Loans are pledged to the Lender, of (i) the
entities that own such Mortgage Loans, (ii) the original terms of such Mortgage
Loans and whether such Mortgage Loans bear interest at a fixed rate or an
adjustable rate, (iii) the weighted average interest rate and the weighted
average net servicing fee with respect to such Mortgage Loans, (iv) whether any
such Mortgage Loans were sold by the Borrower with recourse and the nature of
such recourse, (v) which of such Mortgage Loans (A) are current and in good
standing, (B) are more than 30, 60 or 90 days past due, respectively, (C) are
the subject of pending litigation, bankruptcy or foreclosure proceedings, and
(D) have been converted (through foreclosure or other proceedings in lieu
thereof) by the Borrower into real estate owned by the Borrower, and (vi) any
reserves established by the Borrower for losses in respect of delinquent
Mortgage Loans or real estate owned by the Borrower.
126. Other Reports and Filings. Promptly, and in any
event within 10 days following the filing thereof, copies of all financial
information, proxy materials and other information and reports, if any, which
the Borrower shall file with the Securities and Exchange Commission or any
governmental agencies substituted therefor.
127. Servicing Transactions. (i) Promptly, and in any
event within 10 days following the execution thereof, copies of any agreements
executed by the Borrower which provide for the sale by the Borrower to an
Investor of the rights to service any Mortgage Loan, which sale is separate from
the sale of the related Mortgage Loan, pledged to the Lender pursuant to the
terms of this Agreement and the Warehouse Security Agreement and (ii) written
notice not less than 10 days prior to any purchase or sale of mortgage servicing
rights or any other transaction which would result in greater than a 10 percent
increase or decrease in the aggregate unpaid principal balance of all Mortgage
Loans included in the Servicing Portfolio of the Borrower.
128. Leases. Written notice not less than 10 days prior
to any agreement to rent or lease any real or personal property which would
result in aggregate payments thereunder by the Borrower (including, without
limitation, any property taxes paid as additional rent or lease payments) in
excess of $250,000.
129. Capital Expenditures. Written notice not less than
10 days prior to any agreement by the Borrower pursuant to which the Borrower
intends to make any expenditure for fixed or capital assets (including, without
limitation, expenditures for maintenance and repairs which should be capitalized
in accordance with GAAP and including capitalized lease obligations) which will
exceed $250,000.
130. [Intentionally omitted]
131. Commitment Default. Notice within two (2) Business
Days of any default under, or of the termination, invalidation or cancellation
of, any Purchase Commitment or Master Commitment relating to any Mortgage Loan
or Mortgage backed Security constituting Collateral.
132. Collateral Servicing Report. Within five (5)
Business Days after the end of each calendar month, a report detailing the
identities of the entities other than the Borrower, if any, servicing any
Mortgage Loans pledged as Collateral hereunder or which secure a Mortgage backed
Security pledged as Collateral hereunder.
133. Other Information. Promptly, and in any event
within five (5) Business Days after the Borrower's receipt or filing thereof,
(i) copies of any notices or information given to or received from the holders
of any Indebtedness of the Borrower relating to any actual or alleged default,
demand for payment or acceleration of payment, or from the PBGC or the United
States Department of Labor in connection with any matter arising with respect to
ERISA, (ii) copies of all audits completed by HUD, GNMA, FNMA, FHLMC or any
other governmental agency or Investor with respect to the Borrower, (iii) all
Mortgage Bankers' Financial Reporting Form Statement of Condition (designated as
FHLMC Form 1055 and FNMA Form 1002, respectively, and any successor thereto or
replacement thereof) (the "Mortgage Bankers' Reporting Forms") filed by the
Borrower with FHLMC or FNMA, (iv) copies of any uniform single audit reports
required or requested by FNMA or FHLMC, (v) copies of any performance and
feedback reports received by the Borrower from an Investor, and (vi) such other
information or documents (financial or otherwise) as the Lender may reasonably
request.
134. Credit Package Documents. Promptly upon the
written request by the Lender, to the extent available, each of the documents
listed in Schedule 7.01(p) (collectively, the "Credit Package Documents"), as
applicable.
135. Books, Records and Inspections.
136. Maintenance of Property, Insurance.
137. Corporate Franchises.
138. Compliance with Statutes, etc.
139. ERISA.
140. Performance of Obligations.
141. Mortgage Loans.
142. The Borrower will not modify or waive any term of any
pledged Mortgage Loan or release any security or obligor, if as a result thereof
such Mortgage Loan would become, nor cause, through any activity or inactivity,
a Mortgage Loan to become, ineligible for FHA insurance or VA guaranty, if
applicable, or for purchase in accordance with the relevant Master Commitment or
Purchase Commitment. The Borrower will notify the Lender of (i) any payment
default in respect of any pledged Collateral which has continued for 30 days, 60
days or 90 days, respectively, (ii) the occurrence of an Insolvency Event of
which the Borrower has knowledge in respect of an obligor on any Mortgage Loan
pledged as Collateral, (iii) the commencement of foreclosure or similar
proceedings in respect of the premises which secure any Mortgage Loan pledged as
Collateral and (iv) any other material default in any other term of any pledged
Collateral, such notice to be delivered not later than three (3) Business Days
following the occurrence thereof in the case of an event specified in clauses
(i) or (iii) and promptly upon the Borrower's receiving notice or otherwise
becoming aware thereof in the case of an event specified in clauses (ii) or
(iv).
143. All FHA Loans, and VA Loans will comply in all respects
with all applicable requirements for purchase under the applicable GNMA or FNMA
standard form of selling contract for FHA insured and VA guaranteed loans and
any supplement thereto then in effect. All Conforming Mortgage Loans will comply
in all respects with all applicable requirements for purchase under the
applicable FNMA or FHLMC selling contract for Mortgage Loans of such type and
any supplement thereto then in effect. All Jumbo Loans will comply in all
respects with all applicable requirements for purchase under any Purchase
Commitment relating thereto. All State Loans will comply in all respects with
all applicable requirements for purchase by the state agency or instrumentality
that issued a Purchase Commitment in respect thereof. All Eligible Nonconforming
Mortgage Loans will comply in all respects with all applicable requirements for
purchase under any Purchase Commitment relating thereto. All Mortgage Loans will
be serviced and administered in accordance with all requirements of any Investor
that has issued a Purchase Commitment or a Master Commitment applicable
thereto.
144. Payment of Taxes.
145. Corporate Separateness.
146. Collateral.
147. Portfolio Hedging Arrangements.
148. Borrowing Base Valuation Reports.
149. Negative Covenants.
150. Liens.
151. Liens for taxes not yet due, or Liens for taxes being
contested in good faith and by appropriate proceedings for which adequate
reserves have been established;
152. Liens created pursuant to the Warehouse Security
Agreement; and
153. Liens in favor of FNMA, GNMA or FHLMC on the right of the
Borrower to service Mortgage Loans sold to such agencies.
154. [Intentionally omitted].
155. Dividends.
156. Upon the occurrence and during the continuance of any
Default or Event of Default (determined after giving effect to any proposed
action of the Borrower), the Borrower will not, and will not permit any of its
Subsidiaries to, declare or pay any dividends, or return any capital, to its
stockholders or authorize or make any other distribution, payment or delivery of
property or cash to its stockholders as such, or redeem, retire, purchase or
otherwise acquire, directly or indirectly, for a consideration, any shares of
any class of its capital stock now or hereafter outstanding (or any options or
warrants issued by the Borrower or by such Subsidiary with respect to its
capital stock), or set aside any funds for any of the foregoing purposes, or
permit any of its Subsidiaries to purchase or otherwise acquire for a
consideration any shares of any class of the capital stock of the Borrower or
such Subsidiary now or hereafter outstanding (or any options or warrants issued
by the Borrower or such Subsidiary with respect to its capital stock), except
that any Subsidiary may pay dividends to the Borrower or to any Wholly-Owned
Subsidiary of the Borrower.
157. The Borrower will not at any time declare or pay any
dividends, or return any capital, to its stockholders or authorize or make any
other distribution, payment or delivery of property or cash to its stockholders
as such, or redeem, retire, purchase or otherwise acquire, directly or
indirectly, for a consideration, any shares of any class of its capital stock
now or hereafter outstanding (or any options or warrants issued by the Borrower
with respect to its capital stock), or set aside any funds for any of the
foregoing purposes, or permit any of its Subsidiaries to purchase or otherwise
acquire for a consideration any shares of any class of the capital stock of the
Borrower now or hereafter outstanding (or any options or warrants issued by the
Borrower with respect to its capital stock), or pay any special distributions or
bonuses not in the ordinary course of business to any officer or employee that
owns capital stock of the Borrower, if after giving effect thereto the Adjusted
Tangible Net Worth of the Borrower would be less than the amount required by
Section 8.09 hereof.
158. [Intentionally omitted]
159. Advances, Investments and Loans.
160. Mortgage Loans or other loans extended in the ordinary
course of the Borrower's or any Subsidiary's mortgage banking business;
or
161. cash, Cash Equivalents and Mortgage backed
Securities.
162. Transactions with Affiliates.
163. use, furnish, or rely upon an insurance policy (including
but not limited to title insurance and hazard insurance) underwritten by or
issued by any Affiliate of the Borrower;
164. use, furnish, or rely upon an appraisal issued by any
Affiliate or by any Person controlled by any Affiliate of the Borrower except
with respect to FHA Loans, VA Loans or State Loans; or
165. pledge any Mortgage Loan to the Lender under which the
Borrower or any Affiliate thereof is a mortgagor or guarantor for such Mortgage
Loan.
166. Capital Expenditures.
167. Maximum Adjusted Leverage Ratio.
168. Minimum Adjusted Tangible Net Worth.
169. [Intentionally omitted]
170. Modifications of Certificate of Incorporation, By-Laws,
Certain Other Agreements and Collateral.
171. Limitation on Restrictions on Subsidiary Dividends and
Other Distributions.
172. Limitation on Issuances of Capital Stock by
Subsidiaries.
173. Business.
174. Portfolio Aging.
175. Minimum Current Ratio.
176. Events of Default.
177. Payments.
178. Representations, etc.
179. Covenants.
180. Default Under Other Agreements.
181. The Borrower or any of its Subsidiaries shall (i) default
in any payment of any Indebtedness pursuant to which the Borrower is obligated
in any manner in an amount in excess of $250,000 (other than the Obligations)
beyond the period of grace (not to exceed 30 days), if any, provided in the
instrument or agreement under which such Indebtedness was created or (ii)
default in the observance or performance of any agreement or condition relating
to any such Indebtedness (other than the Obligations) or contained in any
instrument or agreement evidencing, securing or relating thereto, or any other
event shall occur or condition exist, the effect of which default or other event
or condition is to cause, or to permit the holder or holders of such
Indebtedness (or a trustee or agent on behalf of such holder or holders) to
cause (determined without regard to whether any notice is required), any such
Indebtedness to become due prior to its stated maturity; or (b) any Indebtedness
(other than the Obligations) of the Borrower or any Indebtedness of its
Subsidiaries pursuant to which the Borrower is obligated in any manner shall be
declared to be due and payable, or required to be prepaid other than by a
regularly scheduled required prepayment or as a mandatory prepayment (unless
such required prepayment or mandatory prepayment results from a default
thereunder or an event of the type that constitutes an Event of Default), prior
to the stated maturity thereof; or
182. Default Under Agreements With Lender.
183. Bankruptcy, etc.
184. ERISA.
185. Warehouse Security Agreement.
186. [Intentionally omitted]
187. Management.
188. Judgments.
189. Material Adverse Change.
190. Default Not a Condition of a 120-Day
Demand.
191. INTENTIONALLY OMITTED.
192. Miscellaneous.
193. Payment of Expenses; Indemnity.
194. Whether or not the transactions contemplated hereby are
consummated, in addition to the rights of indemnification granted to the
Indemnified Parties under Section 11.01(c) hereof, the Borrower agrees to pay on
demand all costs and expenses in connection with the preparation, execution,
delivery, modification, amendment, administration and monitoring of the Credit
Documents and the other documents to be delivered thereunder (including the
costs in respect of the perfection and maintenance of the security interests and
conducting due diligence with respect to the Borrower and its business),
including, without limitation, the fees and out-of-pocket expenses of counsel
for the Lender, and of local counsel who may be retained by the Lender, with
respect thereto and with respect to advising the Lender as to their rights and
remedies under the Credit Documents, and including all reasonable costs and
expenses in connection with the servicing and liquidation of the Collateral. The
Borrower further agrees to pay on demand all costs and expenses, if any
(including, without limitation, reasonable counsel fees and expenses), in
connection with the enforcement (whether through negotiations, workout, legal
proceedings or otherwise) of the Credit Documents and the other documents to be
delivered thereunder, including, without limitation, reasonable counsel fees and
expenses in connection with the enforcement of rights under this Section
11.01(a).
195. Intentionally Omitted.
196. Without limiting any other rights which the Lender or any
Affiliate of any thereof, as well as their respective directors, officers,
employees and agents (each, an "Indemnified Party") may have hereunder or under
applicable law, the Borrower hereby agrees to indemnify each Indemnified Party
from and against any and all claims, losses, damages, expenses and liabilities
(including reasonable attorneys' fees) (all of the foregoing being collectively
referred to as "Indemnified Amounts") arising out of, relating to or resulting
from this Agreement or any Credit Documents, any Mortgage Loan, Mortgage backed
Security or other Collateral or the use of any proceeds of Advances, excluding,
however, Indemnified Amounts to the extent (i) resulting from gross negligence
or willful misconduct (as determined by a final judgment of a court of competent
jurisdiction) on the part of such Indemnified Party or any Affiliate of such
Indemnified Party which directly or indirectly controls, is controlled by or is
under common control with such Indemnified Party or is a director or officer of
such Indemnified Party or of an Affiliate of such Indemnified Party or (ii)
resulting from negligence (as determined by a final judgment of a court of
competent jurisdiction) on the part of such Indemnified Party or any Affiliate
of such Indemnified Party which directly or indirectly controls, is controlled
by or is under common control with such Indemnified Party or is a director or
officer of such Indemnified Party or of an Affiliate of such Indemnified Party,
which negligence directly and proximately results in the loss of a Mortgage
Note, the receipt of which Mortgage Note was previously acknowledged in writing
by such Indemnified Party and the loss of which Mortgage Note cannot be
mitigated by the cooperative efforts of the Borrower and the Indemnified Party.
Without limiting or being limited by the foregoing, the Borrower shall pay on
demand to each Indemnified Party any and all amounts necessary to indemnify such
Indemnified Party from and against any and all Indemnified Amounts relating to
or resulting from:
197. the making of an Advance secured by a pledge of a
Mortgage Loan or Mortgage backed Security which is not at the date of the
creation of such security interest an Eligible Mortgage Loan or an Eligible
Nonconforming Mortgage Loan or which thereafter ceases to be an Eligible
Mortgage Loan or an Eligible Nonconforming Mortgage Loan;
198. reliance on any representation or warranty or statement
made or deemed made by the Borrower (or any of its officers) under or in
connection with any Credit Document which shall have been incorrect when
made;
199. the failure by the Borrower to comply with any applicable
law, rule or regulation with respect to any Collateral, or the nonconformity of
any Collateral with any such applicable law, rule or regulation;
200. the failure to vest in the Lender under the Warehouse
Security Agreement a valid first priority security interest in the Mortgage
Loans, the Mortgage backed Securities and the other Collateral, except as
otherwise permitted by this Agreement;
201. the failure to have filed, or any delay in filing,
financing statements or other similar instruments or documents under the UCC of
any applicable jurisdiction or other applicable laws with respect to any
Collateral, whether at the time of any Advance or at any subsequent time;
202. any breach or violation, or alleged violation, of federal
or state securities laws;
203. any investigation, litigation or proceeding related to
this Agreement or, any other Credit Document or the use of proceeds of Advances
or in respect of any Mortgage Loan or other Collateral;
204. the loss, misplacement or destruction of any cashier's
check issued by the Lender in respect of any Advance after receipt of such check
by the closing agent, escrow agent, title company, attorney or any other
authorized party identified in the Request for Advance relating to such Advance,
it being understood and agreed that, notwithstanding the indemnity under this
Section 11.01(c)(viii) or any such loss, misplacement or destruction, the funds
represented by any such lost, misplaced or destroyed cashier's check shall
constitute an Advance hereunder; and
205. the making of any wire transfer to an incorrect account
or in an incorrect amount in accordance with instructions received from the
Borrower, it being understood and agreed that, notwithstanding the indemnity
under this Section 11.01(c)(ix), the funds represented by any such wire shall
constitute an Advance hereunder.
206. If after the date hereof due to either (i) the
effectiveness or introduction of, or any change in, or any change in the
interpretation of, any law or regulation by any court or administrative or
governmental authority charged with administration thereof or (ii) compliance
with any guideline or request from any central bank or other governmental
authority or official (whether or not having the force of law and including, in
any event, any law, regulation or interpretation with respect to capital
adequacy or request in connection with any of the foregoing), there shall be an
increase in the cost to the Lender of making, funding or maintaining any Advance
or the Commitment hereunder or the Lender shall be required to make a payment
calculated by reference to the principal of, or interest on, any Advance made by
it or the Commitment (other than any such increased cost, reduction in the
amount receivable, or payment required to be made resulting from the imposition
or an increase in the rate of any Taxes unless such Taxes are payable by the
Borrower under Section 11.01(e) or there shall be an increase in the amount of
capital required or expected to be maintained by the Lender or any corporation
controlling the Lender and the Lender reasonably determines that the amount of
such capital is increased by or based upon the existence of the Lender's
agreement, in its discretion, to make or maintain Advances hereunder and other
similar agreements and facilities), then the Borrower shall, from time to time,
upon demand by the Lender, immediately pay to the Lender additional amounts
sufficient to compensate the Lender for any such increased cost or increase in
capital (to the extent the Lender reasonably determines such increase in capital
to be allocable to the existence of the Lender's agreements hereunder). A
certificate of an officer of the Lender as to such amounts (and the calculation
thereof) submitted to the Borrower shall be conclusive and binding for all
purposes, absent manifest error.
207. Promptly upon (and in no event later than ten (10) days
following) notice from the Lender to the Borrower, the Borrower agrees to pay,
prior to the date on which penalties attach thereto, all present and future
income, stamp and other taxes, levies, or costs and charges whatsoever imposed,
assessed, levied or collected on or in respect of an Advance and/or the
recording, registration, notarization or other formalization of an Advance or
the execution and delivery or otherwise with respect to the Agreement or the
other Credit Documents and/or any payments of principal, interest or other
amounts made on or in respect of an Advance (all such taxes, levies, costs and
charges being herein collectively called "Taxes"); provided that Taxes shall not
include taxes imposed on or measured by the overall net income or receipts of
the Lender by the United States of America or any political subdivision or
taxing authority thereof or therein. The Borrower agrees to also pay such
additional amounts equal to increases in taxes payable by the Lender described
in the foregoing proviso, which increases arise solely from the receipt by the
Lender of payments made by the Borrower described in the immediately preceding
sentence of this Section 11.01(e). Promptly (and in no event later than 10 days)
after the date on which payment of any such Tax is due pursuant to applicable
law, the Borrower will, at the request of the Lender, furnish to the Lender
evidence, in form and substance satisfactory to the Lender, that the Borrower
has met its obligation under this Section 11.01(e). The Borrower agrees to
indemnify the Lender against, and reimburse the Lender on demand for, any Taxes,
as reasonably determined by the Lender in good faith. The Lender shall provide
the Borrower with appropriate receipts for any payments or reimbursements made
by the Borrower pursuant to this Section 11.01(e).
208. Notwithstanding anything to the contrary provided herein,
the maximum aggregate amount that the Borrower shall be obligated to pay to the
Lender or to any Indemnified Party pursuant to the provisions of Sections
11.01(b), (d) and (e) shall be $250,000.
209. Notices.
210. Benefit of Agreement.
211. Remedies Cumulative.
212. Calculations; Computations.
213. The financial statements to be furnished to the Lender
pursuant hereto shall be made and prepared in accordance with GAAP consistently
applied throughout the periods involved (except as set forth in the notes
thereto or as otherwise disclosed in writing by the Borrower to the Lender);
provided that, except as otherwise specifically provided herein, all
computations determining compliance with Section 8 shall utilize accounting
principles and policies in conformity with those used to prepare the historical
financial statements referred to in Section 6.05(a).
214. All computations of interest and the Fees hereunder shall
be made on the basis of a year of 360 days for the actual number of days
occurring in the period for which such interest or fees are
payable.
215. Governing Law; Submission to Jurisdiction;
Venue.
216. This Agreement and the other Credit Documents and the
rights and obligation of the parties hereunder and thereunder shall be construed
in accordance with and be governed by the law of the State of Delaware, without
regard to principles of conflicts of laws. Any legal action or proceeding
against the Borrower with respect to this Agreement or any other Credit Document
may be brought in the courts of the State of Delaware located in New Castle
County or in the United States Federal courts located in New Castle County, and,
by execution and delivery of this Agreement, the Borrower hereby irrevocably
accepts for itself and in respect of its property, generally and
unconditionally, the jurisdiction of the aforesaid courts.
217. The Borrower hereby irrevocably waives any objection
which it may now or hereafter have to the laying of venue of any of the
aforesaid actions or proceedings arising out of or in connection with this
Agreement or any other Credit Document brought in the courts referred to in
clause (a) above and hereby further irrevocably waives and agrees not to plead
or claim in any such court that any such action or proceeding brought in any
such court has been brought in an inconvenient forum.
218. No Proceedings.
219. Counterparts.
220. Effectiveness.
221. Headings Descriptive.
222. Amendment or Waiver.
223. Survival.
224. Waiver of Jury Trial.

THE LENDER AND THE BORROWER EACH HEREBY KNOWINGLY,
VOLUNTARILY AND INTENTIONALLY WAIVES THE RIGHT EACH OF THEM MAY HAVE TO A TRIAL
BY JURY OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT, THE NOTE AND ANY
AGREEMENT CONTEMPLATED TO BE EXECUTED IN CONJUNCTION HEREWITH, OR ANY COURSE OF
CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF
ANY PARTY RELATING HERETO OR THERETO. THIS PROVISION IS A MATERIAL INDUCEMENT
FOR THE LENDER TO ENTER INTO THIS AGREEMENT

IN WITNESS WHEREOF, the parties hereto have caused their duly
authorized officers to execute and deliver this Agreement as of the date first
above written.

|Address:                      | E-LOAN, INC.                  
|----------------------------- | ------------------------------
|5875 Arnold Road              |                               
|Dublin, CA 94568              |                               
|Attention: Steven M. Majerus  | By:___________________________
|Facsimile No.: (925) 556-2614 | Title:                        
|                              |                               
|                              |                               
|GMAC Bank                     | GMAC Bank                     
|100 Witmer Road               |                               
|Horsham, PA 19044             |                               
|Attn: Legal Department        | By:___________________________
|                              | Title:                        
|                              |                               
|                              |                               

SCHEDULE 6.11



Capitalization

[SCHEDULE 6.12]



[List of Subsidiaries]

None.



SCHEDULE 7.01(p)



Credit Package Documents

(List of Documents to be Delivered

With Respect to a Pledged Mortgage)



1. Original Mortgage Note, endorsed in blank.
2. Original of the security instrument securing the Mortgage
Note (Mortgage or Deed of Trust) or a copy thereof certified by the Borrower,
the title company or the escrow company to be a true copy of the original
instrument submitted for recording.
3. Copies of intermediate assignments (if any) with
photocopied or conformed signatures certified by the Borrower, the title company
or the escrow company to be a true copy of the original instrument.
4. Original assignment of security instrument in favor of
the Lender, in recordable form.
5. Title Binder containing either the original ALTA 1970 or
1987 loan policy of title insurance or a "marked-up" commitment to issue such a
policy or other evidence that such policy will be issued.
6. A copy of the Purchase Commitment or the Master
Commitment, as applicable.
7. Certificate of casualty or hazard insurance naming the
Borrower as the loss payee.
8. Certificate of flood insurance naming the Borrower as
loss payee, or written certification that flood insurance is not
required.
9. A copy of the mortgage insurance.
10. A copy of the credit report or credit information on the
maker of the Mortgage Note.
11. HUD-1 or other settlement or closing statements.
12. Truth in Lending (Regulation Z) Disclosure
Statement.
13. Appraisal of the real property.







*Documents currently required

SCHEDULE 8.04(ii)



Existing Indebtedness

[SCHEDULE 8.06]



[List of Affiliated Appraisers
or Title Agents]





---

EXHIBIT A-1



[FORM OF PLEDGE OF COLLATERAL]
Pledge of Collateral

|GMAC Bank
3710 Kennet Pike
Greenville, DE 18907                                                                                                                                                                                                                                   | FROM:	Borrower's Name
Borrower's Address
_________________________________________
_________________________________________
Attention:_________________________________
Phone:______________	Fax: _____________
Date: ____________________, 200 __
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Customer Number: 0000                                                                                                                                                                                                                                                             | Mortgage Loan Number: _____________                                                                                                                                                                                                                
|                                                                                                                                                                                                                                                                                 
|Mortgagor's
Name:	_________________________________________________________                                                                                                                                                                                                      
|Property
Address:	_________________________________________________________                                                                                                                                                                                                      
|Reference is made to the Warehouse Credit
Agreement, dated as of October __, 2001 (as amended from time to time, the
"Warehouse Credit Agreement", the terms defined therein being used herein as
therein defined), among the undersigned, as borrower, and GMAC Bank, as
Lender.
|Loan Type: (check appropriate boxes)                                                                                                                                                                                                                                             
|Dry                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                    
|Wet                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                    
|                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                    
|                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                    
|Refinance                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                    
|Purchase                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                    
|                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                    
|First Mortgage                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                    
|Second Mortgage                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                    
|Loan Information:                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                    
|Note Amount:                                                                                                                                                                                                                                                                      | _____________________                                                                                                                                                                                                                              
|Interest Rate:                                                                                                                                                                                                                                                                    | _____________________                                                                                                                                                                                                                              
|Discount/Premium:                                                                                                                                                                                                                                                                 | _____________________                                                                                                                                                                                                                              
|Mortgage Date:                                                                                                                                                                                                                                                                    | _____________________                                                                                                                                                                                                                              
|Term:                                                                                                                                                                                                                                                                             | _____________________                                                                                                                                                                                                                              
|Investor Name:                                                                                                                                                                                                                                                                    | __________________________________________                                                                                                                                                                                                         
|Takeout Price:                                                                                                                                                                                                                                                                    | _____________________                                                                                                                                                                                                                              
|Expiration Date:                                                                                                                                                                                                                                                                  | _____________________                                                                                                                                                                                                                              
|Commitment No.:                                                                                                                                                                                                                                                                   | _____________________                                                                                                                                                                                                                              







In connection with the above Mortgage Loan, enclosed herewith are the
required collateral documents that are being pledged to you, as Lender as set
forth below.

| | Original Assignment of Mortgage or deed of trust by the borrower
to GMAC Bank, as Lender, in recordable form
| | ------------------------------------------------------------------------------------------------------------
| | Closing protection letter                                                                                   
| | A copy of the Purchase Commitment/Master Commitment (if
applicable)                                         
| | Evidence of the Credit Score of the obligor of the Mortgage Note                                            
| | *Original executed Mortgage Note endorsed in blank (interim
endorsement, if applicable)                     
| | *True copy of Mortgage or deed of trust certified by closing
agent/title company                            
| | *Certified true copy of intervening assignment(s) (if
any)                                                  
| | *Marked up copy of title binder                                                                             

*These documents are not required for a Wet Advance
disbursement but must be received [directly from the settlement agent] within
five (5) business days after date of settlement.

Additionally, we hereby certify that:

1. In connection with the Mortgage Loan described above, we
have caused or, in the case of a Wet Advance, will cause the security instrument
to be recorded in the official real property records of the county where the
property is located. The assignment of the security instrument, when required,
will be recorded immediately upon receipt of the recording information for the
security instrument.
2. We have caused or, in the case of a Wet Advance, will
cause to be issued a mortgage title insurance policy insuring a valid first or
second lien, as applicable.

[NAME OF BORROWER]



By:

Borrower's Authorized Signature



EXHIBIT A-2

[FORM OF REQUEST FOR ADVANCE]
Request for Advance by Check

|Borrower's Name:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | _________________________________ | Date: _______________, 200__                              
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------- | ----------------------------------------------------------
|Borrower's Address:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | _________________________________ |                                                           
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | _________________________________ |                                                           
|Ladies and Gentlemen:
The undersigned refers to the Warehouse Credit Agreement,
dated as of October __, 2001 (as amended from time to time, the "Warehouse
Credit Agreement", the terms defined therein being used herein as therein
defined), between the undersigned, as borrower, and GMAC Bank as Lender, and
hereby gives you notice, irrevocably, pursuant to Section 2.04 of the Warehouse
Credit Agreement, that the undersigned hereby requests an Advance under the
Warehouse Credit Agreement, and in that connection sets forth below the
information relating to such Advance as required by Section 2.04 of the
Warehouse Credit Agreement. The representations and warranties contained in the
Credit Documents (as such term is defined in the Warehouse Credit Agreement) are
true and correct, both before and after giving effect to the Advance requested
hereby as though made on and as of such date.
|Customer No.:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | _____________________             | Requested Advance Amount: _________________
(minimum $500)
|Purpose of Advance:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                   | Loan No._____________                                     
|Advance Date:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | ___________________              
|Method of Advance:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|Wire Transfer                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                   | Draft No. ________________________                        
|Cashier's Check                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                   |                                                           
|Disbursement Information(if advance is by cashier's
check):                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                  
|Payee Name (Title Co./Atty.):                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                  
|Address:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                  
|City/State/Zip:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                  
|Attention:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                  
|Phone:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                  
|Fax:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                  
|Disbursement Information (if advance is by
wire):                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                  
|Bank 1 Name:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                  
|City/State:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                  
|ABA#:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                  
|Attention:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                  
|Bank 2 Name:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                  
|City/State:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                  
|Account #:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                  
|Attention:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                  
|Beneficiary Acct. Title:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                  
|City/State:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                  
|Account #:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                  
|Reference Information:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                  
|Phone:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                  
|Fax:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                  

[NAME OF BORROWER]



By:

Borrower's Authorized Signature

EXHIBIT A-3

[FORM OF REQUEST FOR ADVANCE]
Request for Advance by Wire

|Borrower's Name:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | _________________________________ | Date: _______________, 200__                              
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------- | ----------------------------------------------------------
|Borrower's Address:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | _________________________________ |                                                           
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | _________________________________ |                                                           
|Ladies and Gentlemen:
The undersigned refers to the Warehouse Credit Agreement,
dated as of October __, 2001 (as amended from time to time, the "Warehouse
Credit Agreement", the terms defined therein being used herein as therein
defined), between the undersigned, as borrower, and GMAC Bank as Lender, and
hereby gives you notice, irrevocably, pursuant to Section 2.04 of the Warehouse
Credit Agreement, that the undersigned hereby requests an Advance under the
Warehouse Credit Agreement, and in that connection sets forth below the
information relating to such Advance as required by Section 2.04 of the
Warehouse Credit Agreement. The representations and warranties contained in the
Credit Documents (as such term is defined in the Warehouse Credit Agreement) are
true and correct, both before and after giving effect to the Advance requested
hereby as though made on and as of such date.
|Customer No.:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | _____________________             | Requested Advance Amount: _________________
(minimum $500)
|Purpose of Advance:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                   | Loan No._____________                                     
|Borrower's Name:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | _____________________________    
|Advance Date:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | _____________________________    
|Disbursement Information:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                  
|Bank One:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                  
|Name:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                  
|City/State:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                  
|ABA#:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                  
|Attention:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                  
|Bank Two: (if Applicable)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                  
|Name:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                  
|City/State:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                  
|Account #:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                  
|Attention:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                  
|Beneficiary Acct. Title:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                  
|City/State:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                  
|Account #:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                  
|Reference Information:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                  
|Phone:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                  
|Fax:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                  



[NAME OF BORROWER]



By:

Borrower's Authorized Signature

|                | GMAC Bank use only          |                                
|--------------- | --------------------------- | -------------------------------
|                |                            
|Approvals:      | ___________________________ | _______________________________
|                |                             |                                
|                | Treasury Desk use only      |                                
|                |                            
|Repetitive No.: | Wire No. & Date:           
|Initials:       |                            
|GL#             | Cost Center:               
|                |                            



EXHIBIT B-1



[FORM OF WET ADVANCE
DISBURSEMENT INSTRUCTION]

Date

Closing Agent/Title Company
Street
City, State, Zip

Re:	Name of Mortgagor
Address
City, State, Zip
Loan No.

Dear Settlement Agent/Attorney:

We have been informed by ____________________________ (the
"Mortgage Banker") that you will act as closing/settlement agent with respect to
the above referenced mortgage loan scheduled for settlement on
______________________________.

You have received a check (the "Funds") which represents the
proceeds of a warehouse advance against the above mortgage loan which has been
pledged as collateral to GMAC Bank, as Lender. You are hereby authorized to
disburse the Funds only if the following conditions are met:

1. The original mortgage note executed by the borrower must
be endorsed by the lender in blank.
2. The original mortgage note, together with the following
documents, must be returned by you directly to our office (and not
to the Mortgage Banker) for receipt no later than the third business day
following settlement:

Copy of security instrument (mortgage or deed of trust) certified by your
office

Copy of marked up title binder

Copy of intervening assignment of mortgage (if applicable) certified by your
office

Your disbursement of the Funds will indicate your acceptance
of these conditions and your agreement to act as our bailee and agent for the
documents related to the above referenced mortgage loan while they remain in
your possession.

Please forward all of the above-referenced documents via
Federal Express to the following address:

GMAC Bank
Warehouse Lending
100 Century Parkway
Mt. Laurel, NJ 08054
Attn: John Doulong

If you cannot comply with these conditions, you shall not
disburse the Funds and you shall return the Funds immediately to the above
address. Any questions or concerns should be referred to ___________________ at
(___) ____- _____.

Thank you for your assistance.

Sincerely,

GMAC BANK, as Lender



By: _____________________

Name:________________

Title: __________________



EXHIBIT B-2



[FORM OF BORROWER'S WET ADVANCE
DISBURSEMENT INSTRUCTION]

Date

Closing Agent/Title Company
Street
City, State, Zip

Re:	Name of Mortgagor
Address
City, State, Zip
Loan No.

Dear Closing Agent / Title Company:

We have informed GMAC Bank ("Lender") that you will act as
closing/settlement agent with respect to the above referenced mortgage loan
scheduled for settlement on ______________________________.

You will receive a wire transfer or a cashier's check (the
"Funds") which represents the proceeds of a warehouse advance against the above
mortgage loan which has been pledged as collateral to Lender under a warehouse
credit agreement. You are hereby authorized to disburse the Funds only if the
following conditions are met:

1. The original mortgage note executed by the borrower must
be endorsed by the lender in blank.
2. The original mortgage note, together with the following
documents, must be returned by you directly to Lender's office (and
not to our office) for receipt no later than the third business day
following settlement:
3. the Warehouse Credit Agreement, dated as of ___________
___, 200_ (the "Warehouse Credit Agreement"), among the Borrower and GMAC Bank,
a federal savings bank ("Lender");
4. the Note, dated _________, 200__, executed and delivered
by the Borrower;
5. the Warehouse Security Agreement, dated as
of_____________ ___, 200__, between the Borrower and Lender;
6. [the Guaranty and Surety Agreement dated as of
___________, 200__ (the "Guaranty") given by the Guarantor[s] for the benefit of
the Lender; and
7. the Support Agreement dated as of _________, 200__ (the
"Support Agreement") given by [the Guarantors] for the benefit of the
Lender].
8. Each of the Borrower and its Subsidiaries [and
each Guarantor] (i) is a duly organized and validly existing corporation in good
standing under the laws of the jurisdiction of its incorporation, (ii) has the
power and authority to own its property and assets and to transact the business
in which it is engaged and (iii) is duly qualified as a foreign corporation and
in good standing in each jurisdiction where the ownership, leasing or operation
of property or the conduct of its business requires such qualification.
9. The Borrower has the corporate power to execute, deliver
and perform the terms and provisions of each of the Credit Documents and has
taken all necessary corporate action to authorize the execution, delivery and
performance by it of each such Credit Document. The Borrower has duly executed
and delivered each of the Credit Documents, and each such Credit Document
constitutes its legal, valid and binding obligation enforceable in accordance
with its terms, except as the enforceability thereof may be limited by
applicable bankruptcy, insolvency, reorganization or other similar laws
affecting the enforcement of creditors' rights generally and by general
equitable principles (regardless of whether the issue of enforceability is
considered in a proceeding in equity or at law). [Each Guarantor has the
[corporate] power to execute, deliver and perform the terms and provisions of
the Guaranty and the Support Agreement and has taken all necessary [corporate]
action to authorize the execution, delivery and performance by it, him or her of
the Guaranty and the Support Agreement. Each Guarantor has duly executed and
delivered the Guaranty and the Support Agreement, and the Guaranty and the
Support Agreement constitute the legal, valid and binding obligation of each
Guarantor, enforceable in accordance with their terms, except as the
enforceability thereof may be limited by applicable bankruptcy, insolvency,
reorganization or other similar laws affecting the enforcement of creditors'
rights generally and by general equitable principles (regardless of whether the
issue of enforceability is considered in a proceeding in equity or at law).]
10. Neither the execution, delivery or performance by the
Borrower [or any Guarantor, as the case may be,] of the Credit Documents, nor
compliance by it [or him or her] with the terms and provisions thereof, (i) will
contravene any provision of law, statute, rule or regulation (including, without
limitation, Regulations G, T, U and X of the Board of Governors of the Federal
Reserve System) or, to the best of our knowledge after due inquiry, any order,
writ, injunction or decree of any court or governmental instrumentality, (ii)
will conflict or be inconsistent with or result in any breach of any of the
material terms, covenants, conditions or provisions of, or constitute a default
under, or result in the creation or imposition of (or the obligation to create
or impose) any Lien upon any of the property or assets of the Borrower [or such
Guarantor] pursuant to the terms of any indenture, mortgage, deed of trust,
credit agreement, loan agreement or any other agreement, contract or instrument
of which we are aware to which the Borrower [or such Guarantor] is a party or by
which it [or he or she] or any of its [or his or her] property or assets is
bound or to which it [or he or she] may be subject or (iii) will violate any
provision of the Certificate of Incorporation or By-Laws of the Borrower [or any
Guarantor].
11. No order, consent, approval, license, authorization or
validation of, or filing, recording or registration with (except as have been
obtained or made prior to the Effective Date), or exemption by, any governmental
or public body or authority, or any subdivision thereof, is required to
authorize, or is required in connection with, (i) the execution, delivery and
performance of any Credit Document or (ii) the legality, validity, binding
effect or enforceability of any such Credit Document.
12. To the best of our knowledge after due inquiry, there are
no actions, suits or proceedings pending or threatened (i) with respect to any
Credit Document or (ii) that could materially and adversely affect the business,
operations, property, assets, condition (financial or otherwise) or prospects of
the Borrower.
13. Neither the Borrower nor any of its Subsidiaries is an
"investment company" within the meaning of the Investment Company Act of 1940,
as amended.
14. The Borrower possesses all licenses, permits and other
governmental authorizations or approvals issued or granted by any federal, state
or local governmental body, or any agency thereof, necessary to permit the
Borrower to conduct its mortgage origination, acquisition, servicing and selling
business, as the case may be, as it is now being conducted, and all material
licenses, permits and authorizations otherwise relating to its business. Each
such license, permit or authorization is in good standing and there is no
proceeding pending or, to the best of our knowledge after due inquiry,
threatened to revoke or limit any of them or impose any penalty or other
disciplinary sanction in connection with any of them.
15. The execution and delivery of the Warehouse Security
Agreement by the Borrower is effective to create a valid and enforceable
security interest in favor of the Lender in the Collateral and the Proceeds
thereof.
16. The Lender will have a valid and duly perfected first
priority security interest, without further requirements for perfection or
preservation of such perfection, in (i) the Mortgage Notes pledged as Collateral
upon the delivery thereof to the Lender pursuant to the Warehouse Credit
Agreement and the Warehouse Security Agreement and (ii) all cash constituting
proceeds of the Collateral for not more than 10 days after the receipt of such
proceeds by the Borrower and thereafter if delivered to the Lender within such
period.
17. The Lender will have a valid and duly perfected first
priority security interest, without further requirements for perfection or
preservation of such perfection, in the Mortgage-backed Securities pledged as
Collateral upon (a) the registration of such Mortgage-backed Securities in the
name of Lender, and (b) the registration on the books of Lender of the interest
of the Lender in such Mortgage-backed Securities and confirmation to the Lender
of such registration.
18. The Lender on behalf of the Lender will have a valid and
duly perfected first priority security interest in the Collateral (other than
the Mortgage Notes and the Mortgage-backed Securities), including, without
limitation, the Purchase Commitments and the Master Commitments, without further
requirements for perfection or preservation of such perfection, upon the proper
filing of Form UCC-1 financing statements in the form attached hereto with the
following filing offices: ____________________ and ____________________.
19. This Certificate is furnished pursuant to Section
5.06 of the Warehouse Credit Agreement, dated as of __________ __, 200_, between
the Borrower and GMAC Bank, as Lender (such Warehouse Credit Agreement, as in
effect on the date of this Certificate, being herein called the "Warehouse
Credit Agreement"). Unless otherwise defined herein capitalized terms used in
this Certificate have the meanings assigned to those terms in the Warehouse
Credit Agreement.
20. The persons named below have been duly elected, have duly
qualified as and at all times since _____________ (to and including the date
hereof) have been officers of the Borrower, holding the respective offices below
set opposite their names, and the signatures below set opposite their names are
their genuine signatures.
21. Attached hereto as Exhibit A is a copy of the Certificate
of Incorporation of the Borrower as filed in the Office of _________________ on
________, 19__, together with all amendments thereto adopted through the date
hereof. No action has been taken by the Borrower, its shareholders, directors or
officers in contemplation of the liquidation or dissolution of the
Borrower.
22. Attached hereto as Exhibit B is a true and correct copy
of the By-Laws of the Borrower, together with all amendments thereto adopted
through the date hereof, which By-Laws as amended to date are in full force and
effect.
23. Attached hereto as Exhibit C is a true and correct copy
of resolutions duly adopted by the Board of Directors of the Borrower at a
meeting on ______________, at which a quorum was present and acting throughout,
which resolutions have not been revoked, modified, amended or rescinded and are
still in full force and effect. Except as attached hereto as Exhibit C, no
resolutions have been adopted by the Board of Directors of the Borrower which
deal with the execution, delivery or performance of any of the Credit
Documents.
24. Attached hereto as Exhibit D is a good standing
certificate from the Secretary of State of the jurisdiction of incorporation of
the Borrower.
25. On the date hereof, the representations and warranties
contained in Section 6 of the Warehouse Credit Agreement are true and correct,
both before and after giving effect to each Advance to be made on the date
hereof and the application of the proceeds thereof.
26. On the date hereof, no Default or Event of Default has
occurred and is continuing or would result from the Advances to be made on the
date hereof or from the application of the proceeds thereof.
27. I know of no proceeding for the dissolution or
liquidation of the Borrower or threatening its existence.
28. [Insert name of Person making the above
certifications] is the duly elected and qualified ___________ of the Borrower
and the signature above is [his] [her] genuine signature.
29. The certifications made by [name] in items 2, 3, 4, 5 and
6 above are true and correct.
30. I know of no proceeding for the dissolution or
liquidation of the Borrower or threatening its existence.
31. Except as set forth on Annex A attached
hereto, the undersigned certifies to the best of his or her knowledge and
belief, that (s)he or any entity, or any predecessor or successor in interest to
such entity, for which (s)he is or was a senior officer, stockholder or
partner:
32. Is not presently, or has not within a ten-year period
preceding this certification been, debarred, suspended, on probation, declared
ineligible, or voluntarily excluded (or proposed for any of the above) from, or
otherwise in any way limited in, participating in governmental programs by any
Federal department or agency or instrumentality;
33. Has not within a ten year period preceding this
Certification been convicted of, had a civil or administrative judgment rendered
against it, been subject to administrative sanctions, or otherwise entered into
a settlement agreement or consent decree, for (i) commission of fraud or a
criminal offense in connection with obtaining, attempting to obtain, or
performing a public (Federal, State or local) transaction or contract under a
public transaction; (ii) commission of embezzlement, theft, forgery, bribery,
falsification or destruction of records; (iii) making false statements; or (iv)
material violation of any statute, regulation or rule relating to the sale of
residential real property or the extension of credit; and
34. Is not presently indicted for or otherwise criminally,
civilly or administratively charged by a governmental entity (Federal, State or
local) with commission of any of the offenses enumerated in paragraph (1)(b) of
this certification.
35. Except as set forth on Annex A attached hereto, the
undersigned certifies to the best of his or her knowledge and belief, that no
license, permit, approval, qualification or registration to engage in the
business of mortgage origination or mortgage lending issued by any state or
federal regulatory authority or mortgage insurance company to any entity for
which (s)he is or was a senior officer, stockholder or partner, ever has been
revoked, suspended, denied or in any way impaired.

WITNESS MY HAND this ____ day of ________, 200_.





By:

Name:

Title:

ANNEX A

EXCEPTIONS TO CERTIFICATIONS





EXHIBIT G









CREDIT SCORES









TYPE OF MORTGAGE LOAN 		FICO SCORE

Credit A- Loan 				641 and above

Credit B Loan					590-640

Credit C Loan					550-589

Credit D Loan					500-549

Eligible HELOC				620 and above

EXHIBIT H



[INTENTIONALLY DELETED]





EXHIBIT I



FORM OF WAREHOUSE SECURITY AGREEMENT





EXHIBIT J





[INTENTIONALLY DELETED]





EXHIBIT K





[INTENTIONALLY DELETED]





EXHIBIT L





FORM OF INTERCREDITOR AGREEMENT

---