WAREHOUSE SECURITY AGREEMENT

WAREHOUSE SECURITY AGREEMENT, dated as of November 1,
2001, between E-LOAN, INC., a Delaware corporation (the "Assignor"), and GMAC
Bank, a federal savings bank (the "Lender") under the Warehouse Credit
Agreement, dated as of November 1, 2001, between the Assignor and the Lender,
(as the same may from time to time be amended or supplemented, the "Warehouse
Credit Agreement"). Capitalized terms used herein and not defined herein shall
have the meanings specified in the Warehouse Credit Agreement.

W I T N E S S E T H :

WHEREAS, the Assignor desires to receive Advances under
the Warehouse Credit Agreement;

WHEREAS, the Lender has agreed to provide the Advances to the
Assignor on the terms and conditions specified in the Warehouse Credit
Agreement; and

WHEREAS, it is a condition precedent to the effectiveness of
the Warehouse Credit Agreement and the making of the Advances that the Assignor
shall have executed and delivered this Warehouse Security Agreement to the
Lender;

NOW, THEREFORE, in consideration of the benefits to the
Assignor the receipt and sufficiency of which are hereby acknowledged, the
Assignor hereby makes the following representations and warranties to the Lender
and hereby covenants and agrees with the Lender as follows:

1. Security Interests. As security for the prompt and
complete payment and performance when due of all of the Obligations, the
Assignor does hereby sell, pledge, assign, hypothecate, transfer and grant unto
the Lender, a continuing security interest of first priority in all of the
right, title and interest of the Assignor in, to and under all of the following,
whether now existing or hereafter from time to time acquired (all of the
following, collectively, the "Collateral"):
2. all Mortgage Loans which from time to time are, or are
required to be, pledged or delivered to the Lender hereunder or pursuant to the
Warehouse Credit Agreement, and all Mortgage Loans as to which any Collateral
Document is, or is required to be, pledged or delivered to the Lender hereunder
or pursuant to the Warehouse Credit Agreement, in each case including, without
limitation, each Mortgage Note evidencing each such Mortgage Loan and each
Mortgage securing each such Mortgage Note;
3. all Mortgage-backed Securities which from time to time
are, or are required to be, pledged or delivered to, or registered by book-entry
in the name of, the Lender or any designee thereof or agent therefor hereunder
or pursuant to the Warehouse Credit Agreement;
4. all Liquid Assets which are from time to time pledged or
delivered to, or registered by book-entry in the name of, the Lender or any
designee thereof or agent therefor hereunder and pursuant to the Warehouse
Credit Agreement and all instruments or certificates evidencing any such Liquid
Assets;
5. all General Intangibles, Instruments, Documents and
Chattel Paper evidencing, securing, supporting or relating to Mortgage Loans or
Mortgage-backed Securities described in clause (i) or (ii) above, including,
without limitation, causes of action, foreclosure suits and any judgments
therein, relating thereto;
6. all Receivables, Contracts, and Contract Rights relating
to Mortgage Loans or Mortgage-backed Securities described in clause (i) or (ii)
above and pursuant to the Warehouse Credit Agreement, including, without
limitation, (A) all Purchase Commitments, (B) all Master Commitments, (C) all
commitments to insure or guarantee and all guarantees, (D) all insurance
policies and any claims thereunder, (E) rights to maintain any escrows, (F)
rights under any agreement pursuant to which any Mortgage Loan or Mortgage-
backed Security described in clauses (i) or (ii) above was purchased or issued,
as the case may be, and (G) all escrow accounts and all monies, securities and
instruments deposited or required to be deposited in the escrow accounts;
7. all rights of the Assignor to service any Mortgage Loan
described in clause (i) above and to receive any payment or compensation for the
servicing of any such Mortgage Loan, and all rights to receive from any
mortgagor on whose behalf the Assignor has advanced funds, and whose Mortgage
Loan is described in clause (i) above or whose Mortgage Loan secures a Mortgage-
backed Security described in clause (ii) above, payment or reimbursement of the
amount so advanced;
8. all Collateral Documents and all other documents,
instruments, certificates, forms, statements, surveys, appraisals,
correspondence, files, tapes, discs, cards, computer programs, accounting
records and other information and data relating to any or all of the
foregoing;
9. all Interest Rate Hedging Contracts with respect to the
Mortgage Loans described in clause (i) above; and
10. any Proceeds of any and all of the foregoing.
11. Power of Attorney. The Assignor hereby constitutes
and appoints the Lender its true and lawful attorney, irrevocably, with full
power after the occurrence of a Default (in the name of such Assignor or
otherwise) to act, require, demand, receive, compound and give acquittance for
any and all monies and claims for monies due or to become due to the Assignor
under or arising out of the Collateral, to execute and deliver any consents,
approvals, powers of attorney, assignments of mortgages, purchase contracts or
any other documents related to the Collateral, to endorse any checks or other
instruments or orders in connection therewith and to file any claims or take any
action or institute any proceedings which the Lender may deem to be necessary or
advisable in the premises, which appointment as attorney is coupled with an
interest.
12. Payments on the Collateral. If, while this
Security Agreement is in effect, the Assignor shall become entitled to receive
or shall receive any principal or interest or any other payment in respect of
the Collateral, the Assignor agrees to accept the same as the Lender's agent and
to hold the same in trust on behalf of the Lender, and, if required to do so
pursuant to the terms of the Warehouse Credit Agreement, to deliver the same
forthwith to the Lender. All sums of money so paid in respect of the Collateral
which are received by the Assignor and paid to the Lender shall be credited
against the Obligations. So long as no Default or Event of Default has occurred
and is continuing, any amounts received by the Lender in respect of the stated
interest on any Collateral in excess of the amounts then owing to the Lender
pursuant to the Warehouse Credit Agreement and the Note shall, upon request of
the Assignor, be remitted to the Assignor subject to the deduction therefrom by
the Lender of such amount as the Lender shall reasonably designate as a reserve
for application to any fees or accrued interest payable by the Assignor with
respect to the calendar month in which such amounts are received by the
Lender.
13. Release of Collateral; Substitution.

So long as no
Default or Event of Default has occurred and is continuing or would result
therefrom, upon the Assignor's request therefor and a prepayment by the Assignor
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 Assignor requests be released from the Lien granted
pursuant hereto) and a deposit by the Assignor of such amount as the Lender
shall reasonably designate as a reserve for application to any fees or accrued
interest payable under the Warehouse Credit Agreement 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 hereto and deliver to the
Assignor (i) the Collateral corresponding to such Mortgage Loan(s) or Mortgage-backed
Security(ies) and (ii) the Collateral Documents pertaining
thereto.

So long as no Default or Event of Default has occurred
and is continuing, in lieu of any required prepayment of principal pursuant to
Section 4.02 of the Warehouse Credit Agreement, the Assignor may, subject to the
terms and conditions of the Warehouse Credit Agreement and the 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 a Collateral Value in an amount such that
immediately after giving effect to such substitution or addition, such
prepayment is no longer required.
In the event that the Lender shall be required to release
any Collateral pursuant to the provisions of Sections 4.03 or 4.04 of the
Warehouse Credit Agreement, the Lender shall release any such Collateral
consisting of Mortgage Loans under the following circumstances:

To an Investor (or its custodian) under a bailee
agreement in the form of either Schedule I or Schedule II attached hereto (a
"Bailee Agreement"), as and to the extent required hereunder, for its
examination and purchase, which Bailee Agreement shall provide instructions to
such Investor (or its custodian) to remit payment directly to the Lender (but in
no event shall such amounts be paid to the Lender later than the date of
settlement) or to return the Collateral to the Lender within 21 days, in
accordance with the Lender's instructions, and subject to the
following:such delivery may be made upon the receipt by the Lender
of a written request from the Assignor at least one Business Day before such
delivery is to be made, provided that such delivery is in compliance with the
terms of the applicable Purchase Commitment;
before the Lender shall deliver any Collateral to GNMA,
FHLMC, FNMA or any other Investor or to any custodian for such Investor, the
Assignor shall have delivered to the Lender copies of all necessary or
appropriate forms, schedules and/or other documents requested by the Lender to
effect delivery and payment thereof in accordance with instructions to be
provided by Lender; and
the forms described in the preceding clause (B) shall be
delivered to GNMA, FNMA, FHLMC or such other Investor, or to a custodian for any
thereof, as the case may be, in connection with the delivery of the
Collateral.If a pledged Collateral Document requires
correction, to the Assignor under cover of a bailee letter requiring the
document to be returned to the Lender within 14 days as set forth
hereunder.In the event that the Lender shall be required to release
any Collateral pursuant to the provisions of Section 4.03 or 4.04 of the
Warehouse Credit Agreement, the Lender shall release any such 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 the Lender
shall have received from the Investor or the Assignor appropriate instructions
with respect to such delivery, transfer and payment.
Notwithstanding anything in the foregoing to the
contrary, the Lender shall not be obligated to take any action in respect of any
release of any Collateral which would adversely affect any possessory lien in
favor of the Lender in such Collateral unless such release is for the purpose of
terminating such possessory lien.
14. So long as no
Default or Event of Default has occurred and is continuing or would result
therefrom, upon the Assignor's request therefor and a prepayment by the Assignor
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 Assignor requests be released from the Lien granted
pursuant hereto) and a deposit by the Assignor of such amount as the Lender
shall reasonably designate as a reserve for application to any fees or accrued
interest payable under the Warehouse Credit Agreement 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 hereto and deliver to the
Assignor (i) the Collateral corresponding to such Mortgage Loan(s) or Mortgage-backed
Security(ies) and (ii) the Collateral Documents pertaining
thereto.
15. So long as no Default or Event of Default has occurred
and is continuing, in lieu of any required prepayment of principal pursuant to
Section 4.02 of the Warehouse Credit Agreement, the Assignor may, subject to the
terms and conditions of the Warehouse Credit Agreement and the 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 a Collateral Value in an amount such that
immediately after giving effect to such substitution or addition, such
prepayment is no longer required.
16. In the event that the Lender shall be required to release
any Collateral pursuant to the provisions of Sections 4.03 or 4.04 of the
Warehouse Credit Agreement, the Lender shall release any such Collateral
consisting of Mortgage Loans under the following circumstances:
17. To an Investor (or its custodian) under a bailee
agreement in the form of either Schedule I or Schedule II attached hereto (a
"Bailee Agreement"), as and to the extent required hereunder, for its
examination and purchase, which Bailee Agreement shall provide instructions to
such Investor (or its custodian) to remit payment directly to the Lender (but in
no event shall such amounts be paid to the Lender later than the date of
settlement) or to return the Collateral to the Lender within 21 days, in
accordance with the Lender's instructions, and subject to the
following:
18. such delivery may be made upon the receipt by the Lender
of a written request from the Assignor at least one Business Day before such
delivery is to be made, provided that such delivery is in compliance with the
terms of the applicable Purchase Commitment;
19. before the Lender shall deliver any Collateral to GNMA,
FHLMC, FNMA or any other Investor or to any custodian for such Investor, the
Assignor shall have delivered to the Lender copies of all necessary or
appropriate forms, schedules and/or other documents requested by the Lender to
effect delivery and payment thereof in accordance with instructions to be
provided by Lender; and
20. the forms described in the preceding clause (B) shall be
delivered to GNMA, FNMA, FHLMC or such other Investor, or to a custodian for any
thereof, as the case may be, in connection with the delivery of the
Collateral.
21. If a pledged Collateral Document requires
correction, to the Assignor under cover of a bailee letter requiring the
document to be returned to the Lender within 14 days as set forth
hereunder.
22. In the event that the Lender shall be required to release
any Collateral pursuant to the provisions of Section 4.03 or 4.04 of the
Warehouse Credit Agreement, the Lender shall release any such 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 the Lender
shall have received from the Investor or the Assignor appropriate instructions
with respect to such delivery, transfer and payment.
23. Notwithstanding anything in the foregoing to the
contrary, the Lender shall not be obligated to take any action in respect of any
release of any Collateral which would adversely affect any possessory lien in
favor of the Lender in such Collateral unless such release is for the purpose of
terminating such possessory lien.
24. Rights of the Lender. The Lender shall not be
liable for failure to collect under or realize upon any Collateral or any part
thereof, or for any delay in so doing nor shall it be under any obligation to
take any action whatsoever with regard thereto. If an Event of Default or
Default has occurred and is continuing, the Lender may thereafter, without
notice, exercise all rights, privileges or options pertaining to any Collateral
as if it were the absolute owner thereof, upon such terms and conditions as it
may determine, all without liability except to account for property actually
received by it, but the Lender shall have no duty to exercise any of the
aforesaid rights, privileges or options and shall not be responsible for any
failure to do so or delay in so doing.
25. Remedies. The Assignor agrees that, if any Event
of Default shall have occurred and be continuing, then and in every such case,
subject only to any mandatory requirements of applicable law then in effect, the
Lender, in addition to any rights now or hereafter existing under applicable
law, shall have all rights of a secured creditor under the Uniform Commercial
Code in all relevant jurisdictions and may:
26. Instruct the obligor or obligors on any agreement,
instrument or other obligation constituting the Collateral to make any payment
required by the terms of such instrument, agreement or obligation directly to
the Lender and, in connection therewith, complete and deliver to such obligors
the notification letters from the Assignor delivered to the Lender pursuant to
Section 10(e) hereof; and
27. Sell, assign or otherwise liquidate, or direct the
Assignor to sell, assign or otherwise liquidate, any or all of the Collateral or
any part thereof, on a servicing released basis or otherwise, and take
possession of the proceeds of any such sale, assignment or liquidation. Any
Collateral may be sold, assigned, or otherwise disposed of under one or more
contracts or as an entirety, and without the necessity of gathering at the place
of sale the property to be sold, and in general in such manner, at such time or
times, at such place or places and on such terms as the Lender may, in
compliance with any mandatory requirements of applicable law, determine to be
commercially reasonable. To the extent permitted by any such requirement of law,
the Lender on behalf of the Lender and/or the holder of the Note may bid for and
become the purchaser of the Collateral or any item thereof, offered for sale in
accordance with this Section 6 without accountability to the Assignor (except to
the extent of surplus money received as provided in Section 8). The Lender need
give the Assignor only such notice of disposition as shall be required under the
provisions of applicable law.
28. Waiver of Claims. Except as otherwise provided in
this Agreement, THE ASSIGNOR HEREBY WAIVES, TO THE EXTENT PERMITTED BY
APPLICABLE LAW, NOTICE AND JUDICIAL HEARING IN CONNECTION WITH THE LENDER'S
DISPOSITION OF ANY OF THE COLLATERAL, INCLUDING, WITHOUT LIMITATION, ANY AND ALL
PRIOR NOTICE AND HEARING FOR ANY PREJUDGMENT REMEDY OR REMEDIES AND ANY SUCH
RIGHT WHICH THE ASSIGNOR WOULD OTHERWISE HAVE UNDER THE CONSTITUTION OR ANY
STATUTE OF THE UNITED STATES OR OF ANY STATE, and the Assignor hereby further
waives, to the extent permitted by law:
29. All requirements as to the time, place and terms of sale
or other requirements with respect to the enforcement of the Lender's rights
hereunder; and
30. All rights of redemption, appraisement,
valuation, stay, extension or moratorium now or hereafter in force under any
applicable law in order to prevent or delay the enforcement of this Agreement or
the absolute sale of the Collateral or any portion thereof, and the Assignor,
for itself and all who may claim under it, insofar as it now or hereafter
lawfully may, hereby waives the benefit of all such laws.
31. In the event that a dispute should arise over whether
any item of the Collateral is subject to the rights of a third party, the Lender
or its designee shall hold such Collateral, and the Assignor agrees to hold the
Lender harmless in respect of claims of such third parties arising from such
possession.
32. Application of Proceeds. The proceeds of any
Collateral disposed of pursuant to Section 6 shall be applied as
follows:
33. To the payment of any and all expenses and fees
(including reasonable attorneys' fees) incurred by the Lender in disposing of
Collateral and any and all amounts incurred by the Lender in connection
therewith;
34. Next, any surplus then remaining to the payment of the
Obligations in the following order of priority:
35. all interest accrued and unpaid on the Advances
made;
36. the principal amount owing on the Advances made;
37. the Fees then owing to the Lender; and
38. all other Obligations then owing.
39. If the Commitment is then terminated, and no other
Obligation is outstanding, any surplus then remaining shall be paid to the
Assignor, subject, however, to the rights of the holder of any then existing
Lien of which the Lender has actual notice (without
investigation);
40. Discontinuance of Proceedings. In case the Lender
shall have instituted any proceeding to enforce any right, power or remedy under
this Agreement by foreclosure, sale, entry or otherwise, and such proceeding
shall have been discontinued or abandoned for any reason or shall have been
determined adversely to the Lender, then and in every such case the Assignor,
the Lender and each holder of any of the Obligations shall be restored to their
former positions and rights hereunder with respect to the Collateral subject to
the security interest created under this Agreement, and all rights, remedies and
powers of the Lender shall continue as if no such proceeding had been
instituted.
41. Representations, Warranties and Covenants of the
Assignor. The Assignor represents and warrants on the date hereof, on each
date on which any Advance is made and on each date on which any Mortgage Loans
or Mortgage-backed Securities are delivered to the Lender for the purposes of
pledge hereunder, and covenants that:
42. Necessary Filings. All filings, registrations and
recordings necessary or appropriate to create, preserve, protect and perfect the
security interest granted by the Assignor hereby in respect of the Collateral
have been accomplished and the security interest granted pursuant to this
Agreement in and to the Collateral constitutes a valid and enforceable perfected
security interest therein superior and prior to the rights of all other Persons
therein and subject to no other Liens (except that the Collateral may be subject
to Liens permitted pursuant to Section 8.01 of the Warehouse Credit Agreement)
and is entitled to all the rights, priorities and benefits afforded by the
Uniform Commercial Code or other relevant law as enacted in any relevant
jurisdiction to perfected security interests.
43. No Liens. The Assignor is, and as to Collateral
acquired by it from time to time after the date hereof the Assignor will be, the
owner of all the Collateral free from any Lien or other right, title or interest
of any Person (other than Liens permitted pursuant to Section 8.01 of the
Warehouse Credit Agreement), and the Assignor shall defend the Collateral
against all claims and demands of all Persons at any time claiming the same or
any interest therein adverse to the Lender.
44. Other Financing Statements. There is no financing
statement (or similar statement or instrument of registration under the law of
any jurisdiction) covering or purporting to cover any interest of any kind in
the Collateral and so long as the Commitment has not been terminated, the Note
is outstanding or any of the Obligations remain unpaid, the Assignor will not
execute or authorize to be filed in any public office any financing statement
(or similar statement or instrument of registration under the law of any
jurisdiction) or statements relating to the Collateral, except financing
statements filed or to be filed in respect of and covering the security
interests granted hereby by the Assignor.
45. Chief Executive Offices; Records. The chief
executive office of the Assignor is located at the address set forth opposite
its signature hereto. The Assignor will not move such office except to such new
location as the Assignor may establish in accordance with the last sentence of
this Section 10(d). Except as provided in the Warehouse Credit Agreement, the
originals of all documents evidencing the Collateral and the only original books
of account and records of the Assignor relating thereto are, and will continue
to be, kept at such chief executive office, or at such new locations as the
Assignor may establish in accordance with the last sentence of this Section
10(d). Except as provided in the Warehouse Credit Agreement, all of the
Collateral is, and will continue to be, maintained at, and controlled and
directed (including, without limitation, for general accounting purposes) from,
such office locations shown above, or such new locations as the Assignor may
establish in accordance with the last sentence of this Section 10(d). The
Assignor shall not establish a new location for such offices until (i) it shall
have given to the Lender not less than 45 days' prior written notice of its
intention so to do, clearly describing such new location and providing such
other information in connection therewith as the Lender may reasonably request,
and (ii) with respect to such new location, it shall have taken all action,
satisfactory to the Lender, to maintain the security interest of the Lender in
the Collateral intended to be granted hereby at all times fully perfected and in
full force and effect.
46. Obligor Notices. The Assignor shall deliver to the
Lender at the time of the initial pledge of Collateral to the Lender hereunder,
and at such times thereafter as the Lender shall request, such number of form
letters to obligors on Mortgage Loans as the Lender shall reasonably request,
such letters to be on the Assignor's letterhead, addressed in blank, signed by
the Assignor and instructing such obligors that, commencing with the payment
date following receipt thereof, all payments to be made by such obligor on such
obligor's Mortgage Loan shall henceforth be made to the Lender or its designee.
The Lender agrees that it will only complete and/or deliver any such letter to
an obligor on a Mortgage Loan if an Event of Default shall have occurred and be
continuing and any cure period provided in the Warehouse Credit Agreement shall
have expired. The Lender shall give the Assignor notice of its delivery of any
such letters.
47. Protection of Security. The Assignor will do
nothing to impair the rights of the Lender or Lender in the Collateral.
48. No Disposition, etc. Without the prior written
consent of the Lender, the Assignor agrees that it will not sell, assign,
transfer, exchange, or otherwise dispose of, or grant any option with respect
to, the Collateral, nor will it create, incur or permit to exist any pledge,
lien, mortgage, hypothecation, security interest, charge, option or any other
encumbrance with respect to any of the Collateral, or any interest therein, or
any proceeds thereof, except for Liens permitted pursuant to Section 8.01 of the
Warehouse Credit Agreement and the Lien and security interest provided for by
this Agreement and except for any sale or other disposition as permitted under
Sections 4(c)(i) and 4(d) of this Agreement.
49. Further Actions. The Assignor will, at its own
expense, make, execute, endorse, acknowledge, file and/or deliver to the Lender
from time to time such lists, descriptions and designations of the Collateral,
confirmatory assignments, conveyances, financing statements, transfer
endorsements, powers of attorney, certificates, reports and other assurances or
instruments and take such further steps relating to the Collateral and other
property or rights covered by the security interest hereby granted, which the
Lender deems reasonably appropriate or advisable to perfect, preserve or protect
its security interest in the Collateral. The Assignor will pay any applicable
filing fees and related expenses. The Assignor authorizes the Lender to file any
such financing statement without the signature of the Assignor to the extent
permitted by applicable law.
50. Mortgage Files and Related Records. The Assignor,
if it is servicing any Mortgage Loans pledged as Collateral or any Mortgage
Loans which secure a Mortgage-backed Security pledged as Collateral, will
maintain (or will cause any subservicer thereof to maintain) satisfactory and
complete records with respect to such Mortgage Loans (including but not limited
to any applicable credit/origination files) sufficient to permit the proper
servicing and efficient sale thereof. Upon the occurrence of an Event of
Default, the Assignor will (i) deliver and turn over to the Lender, or at the
option of the Lender shall provide the Lender with access to, at any time on
demand of the Lender, the mortgage files maintained by the Assignor with respect
to, and all books, records and computer software, tapes or disks relating to,
the Mortgage Loans pledged as Collateral hereunder and/or (ii) allow the Lender
to occupy the premises of the Assignor where such mortgage files, books, records
and computer tapes are located and utilize such premises and the equipment
located thereon to service, administer and collect the Collateral.
51. Mortgage Notes. The Assignor shall notify the
Lender (x) of (i) any payment default in respect of any pledged Collateral which
has continued for 30 days, 60 days or 90 days, respectively, and any other
material default in any other term of any pledged Collateral, (ii) the
occurrence of an Insolvency Event (of which the Borrower has knowledge) in
respect of any obligor on any Mortgage Loan pledged as Collateral and (iii) the
commencement of foreclosure or similar proceedings in respect of the premises
which secure any Mortgage Loan pledged as Collateral, such notice to be
delivered not later than three (3) Business Days following the occurrence
thereof in the case of clauses (i) and (iii) and promptly upon the Assignor's
receiving notice or otherwise becoming aware thereof in the case of clause (ii)
and (y) immediately upon the payment by any mortgagor of principal under any
Mortgage Note then held by the Lender hereunder in an amount of $1,000 or more
in excess of the regularly scheduled installment thereon, identifying the loan
number of such Mortgage Loan and the amount so paid.
52. Recourse. This Agreement is made with full
recourse to the Assignor and pursuant to and upon all the warranties,
representations, covenants and agreements on the part of the Assignor contained
herein, in the Warehouse Credit Agreement and otherwise in writing in connection
herewith or therewith.
53. Severability. Any provision of this Security
Agreement which is prohibited or unenforceable in any jurisdiction shall, as to
such jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof, and any
such prohibition or unenforceability in any jurisdiction shall not invalidate or
render unenforceable such provision in any other jurisdiction.
54. No Waiver; Remedies Cumulative. The Lender shall
not by any act, delay, omission or otherwise be deemed to have waived any of its
rights or remedies hereunder and no waiver shall be valid unless in writing,
signed by the Lender, and then only to the extent therein set forth. A waiver by
the Lender of any right or remedy hereunder on any one occasion shall not be
construed as a bar to any right or remedy which the Lender would otherwise have
on any future occasion. No failure or delay on the part of the Lender or any
holder of the Note in exercising any right, power or privilege hereunder or
under any other Credit Document and no course of dealing between the Assignor
and the Lender or the holder of the Note shall operate as a waiver thereof; nor
shall any single or partial exercise of any right, power or privilege hereunder
or under any other Credit Document preclude any other or further exercise
thereof or the exercise of any other right, power or privilege hereunder or
thereunder. The rights, powers and remedies herein or in any other Credit
Document provided are cumulative and may be exercised singly or concurrently,
and are not exclusive of any rights, powers or remedies which the Lender or the
holder of the Note would otherwise have. No notice to or demand on the Assignor
in any case shall entitle the Assignor to any other or further notice or demand
in similar or other circumstances or constitute a waiver of the rights of the
Lender or the holder of the Note to any other or further action in any
circumstances without notice or demand. In the event that the Lender shall bring
any suit to enforce any of its rights hereunder and shall be entitled to
judgment, then the Lender may recover the reasonable expenses, including
attorneys' fees incurred in such suit and the amounts thereof shall be included
in such judgment.
55. Indemnity; Reimbursement.


The Assignor agrees to
indemnify, reimburse and hold the Lender, the holder of the Note, and their
respective officers, directors, employees, representatives, agents and assigns
(hereinafter in this Section 13 referred to individually as an "Indemnitee" and
collectively as the "Indemnitees") harmless from any and all liabilities,
obligations, losses, damages, penalties, claims, actions, judgments, suits,
costs, expenses or disbursements (including reasonable attorneys' fees and
expenses) (for the purposes of this Section 13 the foregoing are collectively
called "expenses") of whatsoever kind or nature which may be imposed on,
asserted against or incurred by any of the Indemnitees in any way relating to or
arising out of this Agreement, any other Credit Document or the documents
executed in connection herewith and therewith or in any other way connected with
the administration of the transactions contemplated hereby and thereby or the
enforcement of any of the terms of or the preservation of any rights under any
thereof, or in any way relating to or arising out of the ownership, ordering,
purchase, delivery, control, acceptance, financing, possession, condition, sale,
return or other disposition or use of the Collateral (including, without
limitation, latent or other defects, whether or not discoverable), the violation
of the laws of any country, state or other governmental body or unit, any tort
(including, without limitation, claims arising or imposed under the doctrine of
strict liability, or for or on account of injury to or the death of any Person
(including any Indemnitee), or for property damage) or any contract claim;
provided that no Indemnitee shall be indemnified pursuant to this Section 13(a)
for expenses to the extent caused by the gross negligence or willful misconduct
of such Indemnitee. The Assignor agrees that upon written notice by any
Indemnitee of any assertion that could give rise to an expense, it shall assume
full responsibility for the defense thereof. Each Indemnitee agrees to use its
best efforts to promptly notify the Assignor of any such assertion of which such
Indemnitee has knowledge.

Without limiting the application of Section 13(a), the
Assignor agrees to pay, or reimburse the Lender for, any and all fees, costs and
expenses of whatever kind or nature incurred by it in connection with (i) the
handling of the Collateral and its other obligations hereunder and the
enforcement of its rights hereunder and (ii) the creation, preservation or
protection of the Lender's Lien on, and security interest in, the Collateral,
including, without limitation, any fees, costs and expenses in connection with
the transmittal and delivery of any Mortgage Loan or related documents to any
third party, the delivery, storage, pledge, registration or sale of Mortgage-
backed Securities, all fees and taxes in connection with the recording or filing
of instruments and documents in public offices, payment or discharge of any
taxes or Liens upon or in respect of the Collateral, premiums for insurance with
respect to the Collateral and all other fees, costs and expenses (including,
without limitation, the reasonable fees and out-of-pocket expenses of any legal
counsel, public accountant and other expert or advisor retained by the Lender)
in connection with protecting, maintaining or preserving the Collateral and the
Lender's interest therein, whether through judicial proceedings or otherwise, or
in defending or prosecuting any actions, suits or proceedings arising out of or
relating to the Collateral.
Without limiting the application of Section 13(a) or (b),
the Assignor agrees to pay, indemnify and hold each Indemnitee harmless from and
against any expenses which such Indemnitee may suffer, expend or incur in
consequence of or growing out of any misrepresentation by the Assignor in this
Agreement or any of the other Credit Documents or in any statement or writing
contemplated by or made or delivered pursuant to or in connection with this
Agreement or any of the other Credit Documents.
If and to the extent that the obligations of the Assignor
under this Section 13 are unenforceable for any reason, the Assignor hereby
agrees to make the maximum contribution to the payment and satisfaction of such
obligations which is permissible under applicable law.
56. The Assignor agrees to
indemnify, reimburse and hold the Lender, the holder of the Note, and their
respective officers, directors, employees, representatives, agents and assigns
(hereinafter in this Section 13 referred to individually as an "Indemnitee" and
collectively as the "Indemnitees") harmless from any and all liabilities,
obligations, losses, damages, penalties, claims, actions, judgments, suits,
costs, expenses or disbursements (including reasonable attorneys' fees and
expenses) (for the purposes of this Section 13 the foregoing are collectively
called "expenses") of whatsoever kind or nature which may be imposed on,
asserted against or incurred by any of the Indemnitees in any way relating to or
arising out of this Agreement, any other Credit Document or the documents
executed in connection herewith and therewith or in any other way connected with
the administration of the transactions contemplated hereby and thereby or the
enforcement of any of the terms of or the preservation of any rights under any
thereof, or in any way relating to or arising out of the ownership, ordering,
purchase, delivery, control, acceptance, financing, possession, condition, sale,
return or other disposition or use of the Collateral (including, without
limitation, latent or other defects, whether or not discoverable), the violation
of the laws of any country, state or other governmental body or unit, any tort
(including, without limitation, claims arising or imposed under the doctrine of
strict liability, or for or on account of injury to or the death of any Person
(including any Indemnitee), or for property damage) or any contract claim;
provided that no Indemnitee shall be indemnified pursuant to this Section 13(a)
for expenses to the extent caused by the gross negligence or willful misconduct
of such Indemnitee. The Assignor agrees that upon written notice by any
Indemnitee of any assertion that could give rise to an expense, it shall assume
full responsibility for the defense thereof. Each Indemnitee agrees to use its
best efforts to promptly notify the Assignor of any such assertion of which such
Indemnitee has knowledge.
57. Without limiting the application of Section 13(a), the
Assignor agrees to pay, or reimburse the Lender for, any and all fees, costs and
expenses of whatever kind or nature incurred by it in connection with (i) the
handling of the Collateral and its other obligations hereunder and the
enforcement of its rights hereunder and (ii) the creation, preservation or
protection of the Lender's Lien on, and security interest in, the Collateral,
including, without limitation, any fees, costs and expenses in connection with
the transmittal and delivery of any Mortgage Loan or related documents to any
third party, the delivery, storage, pledge, registration or sale of Mortgage-
backed Securities, all fees and taxes in connection with the recording or filing
of instruments and documents in public offices, payment or discharge of any
taxes or Liens upon or in respect of the Collateral, premiums for insurance with
respect to the Collateral and all other fees, costs and expenses (including,
without limitation, the reasonable fees and out-of-pocket expenses of any legal
counsel, public accountant and other expert or advisor retained by the Lender)
in connection with protecting, maintaining or preserving the Collateral and the
Lender's interest therein, whether through judicial proceedings or otherwise, or
in defending or prosecuting any actions, suits or proceedings arising out of or
relating to the Collateral.
58. Without limiting the application of Section 13(a) or (b),
the Assignor agrees to pay, indemnify and hold each Indemnitee harmless from and
against any expenses which such Indemnitee may suffer, expend or incur in
consequence of or growing out of any misrepresentation by the Assignor in this
Agreement or any of the other Credit Documents or in any statement or writing
contemplated by or made or delivered pursuant to or in connection with this
Agreement or any of the other Credit Documents.
59. If and to the extent that the obligations of the Assignor
under this Section 13 are unenforceable for any reason, the Assignor hereby
agrees to make the maximum contribution to the payment and satisfaction of such
obligations which is permissible under applicable law.
60. Definitions. The following terms shall have the
meanings herein specified unless the context otherwise requires. Such
definitions shall be equally applicable to the singular and plural forms of the
terms defined.
61. Notices. All notices and other communications
hereunder shall be made at the addresses, in the manner and with the effect
provided in Section 11.02 of the Warehouse Credit Agreement.
62. Obligations Absolute. The obligations of the
Assignor under this Agreement shall be absolute and unconditional and shall
remain in full force and effect without regard to, and shall not be released,
suspended, discharged, terminated or otherwise affected by, any circumstance or
occurrence whatsoever, including, without limitation: (a) any renewal,
extension, amendment or modification of, or addition or supplement to or
deletion from, any of the Credit Documents or any other instrument or agreement
referred to therein, or any assignment or transfer of any thereof; (b) any
waiver, consent, extension, indulgence or other action or inaction under or in
respect of any such instrument or agreement or this Agreement or any exercise or
non-exercise of any right, remedy, power or privilege under or in respect of
this Agreement or any other Credit Document; (c) any furnishing of any
additional security to the Lender or any acceptance thereof or any sale,
exchange, release, surrender or realization of or upon any security by the
Lender; or (d) any invalidity, irregularity or unenforceability of all or part
of the Obligations or of any security therefor.
63. Successors and Assigns. This Agreement shall be
binding upon and inure to the benefit of and be enforceable by the respective
successors and assigns of the parties hereto; provided, however, that the
Assignor may not assign or transfer any of its rights or obligations hereunder
without the prior written consent of the Lender. All agreements, statements,
representations and warranties made by the Assignor herein or in any certificate
or other instrument delivered by the Assignor or on its behalf under this
Agreement or any Credit Document shall be considered to have been relied upon by
the Lender and shall survive the execution and delivery of this Agreement and
the other Credit Documents regardless of any investigation made by the Lender or
on its behalf.
64. Headings, Descriptive, etc. The headings of the
several sections and subsections of this Agreement are inserted for convenience
only and shall not in any way affect the meaning or construction of any
provision of this Agreement. All references to Sections are to Sections of 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.
65. Assignor's Duties. It is expressly agreed,
anything herein contained to the contrary notwithstanding, that the Assignor
shall remain liable to perform all of the obligations, if any, assumed by it
with respect to the Collateral and the Lender shall not have any obligations or
liabilities with respect to any Collateral by reason of or arising out of this
Agreement, nor shall the Lender be required or obligated in any manner to
perform or fulfill any of the obligations of the Assignor under or with respect
to any Collateral.
66. Termination; Release. After the termination of the
Commitment, and when all Obligations have been paid in full and the Note is no
longer outstanding, this Agreement shall terminate, and the Lender, at the
request and expense of the Assignor, will execute and deliver to the Assignor
the proper instruments acknowledging the termination of this Agreement, and will
duly assign, transfer and deliver or cause to be delivered to the Assignor
(without recourse and without any representation or warranty) such of the
Collateral as may be in possession of the Lender and has not theretofore been
sold or otherwise applied or released pursuant to this Agreement.
67. Counterparts. This Agreement may be executed in
any number of counterparts and by the different parties hereto on separate
counterparts, each of which when so executed and delivered shall be an original,
but all of which shall together constitute one and the same instrument.
68. Governing Law; Submission to Jurisdiction; Venue.

This Agreement and the rights and obligations of the parties hereunder 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 Assignor with respect to this Agreement 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 Assignor hereby irrevocably accepts for itself
and in respect of its property, generally and unconditionally, the jurisdiction
of the aforesaid courts.

The Assignor 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 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.
69. This Agreement and the rights and obligations of the parties hereunder 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 Assignor with respect to this Agreement 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 Assignor hereby irrevocably accepts for itself
and in respect of its property, generally and unconditionally, the jurisdiction
of the aforesaid courts.
70. The Assignor 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 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.
71. Waiver of Jury Trial. THE ASSIGNOR AND THE LENDER
HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT EITHER OF THEM
MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR
ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT 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 ON BEHALF OF THE LENDER.

IN WITNESS WHEREOF, the Assignor and the Lender have caused
this Security Agreement to be duly executed and delivered on the day and year
first above written.

|5875 Arnold Road
                   Dublin, CA 94568
                   Telephone No.: (925) 241-2407
                   Facsimile No.: (925) 556-2614 |  | E-LOAN, INC., as Assignor
By: ____________________
                   Name:	_________________
                   Title: __________________
|------------------------------------------------------------------------------------------------------------------------------------------------------ |  | ------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                       |  |                                                                                                                                           
|                                                                                                                                                       |  |                                                                                                                                           
|100 Century Parkway
                   Mt. Laurel, NJ 08054
                   Attention: John Doulong                                                 |  | GMAC Bank, as Lender

By: ____________________
                   Name:	_________________
                   Title: __________________    



SCHEDULE I



[FORM OF BAILEE AGREEMENT]
BAILEE AGREEMENT

Bailee Agreement, dated as of November __, 2001 (this
"Agreement"), by and between _________________________ [INSERT NAME OF THE
INVESTOR/PURCHASER] (the "Purchaser") and GMAC Bank, as Lender ("Lender").

W I T N E S S E T H:

WHEREAS, pursuant to the terms of that certain Warehouse
Credit Agreement, dated as of _________ __, 200_ (the "Warehouse Credit
Agreement"), by and among Lender _________________ [INSERT NAME OF THE BORROWER]
(the "Borrower"), the Lender may, from time to time, make warehouse loans to the
Borrower for the purposes of the Borrower to fund residential mortgage loans
(collectively, the "Mortgage Loans");

WHEREAS, the Borrower has granted to the Lender a security
interest in and to the mortgage notes and the other mortgage loan documentation
relating to the Mortgage Loans (collectively, the "Collateral") as security for
the Warehouse Loans;

WHEREAS, the Purchaser and the Borrower have entered into one
or more purchase commitments or purchase contracts (the "Purchase Contracts")
pursuant to which the Purchaser proposes to purchase from the Borrower, from
time to time, certain Mortgage Loans and the Collateral relating thereto;

WHEREAS, the Borrower may, from time to time, request the
Lender to deliver the Collateral relating to certain Mortgage Loans to the
Purchaser for the purposes of the Purchaser's inspection of such Collateral
prior to the purchase thereof by the Purchaser; and

WHEREAS, the Purchaser shall hold any Collateral received by
it as bailee for the benefit of the Lender until such time as the Purchaser
either purchases such Collateral or returns such Collateral to the Lender upon
the terms and conditions herein set forth;

NOW, THEREFORE, in consideration of the agreements herein set
forth and for other good and valuable consideration, the parties hereto agree as
follows:

1. Upon written request from the Borrower to the Lender
pursuant to the terms of the Warehouse Credit Agreement, the Lender will, from
time to time, deliver Collateral to the Purchaser to be held by the Purchaser as
bailee for the benefit of the Lender. The Collateral shall be delivered to the
Purchaser's address set forth opposite its signature below or any other address
the Purchaser may designate in writing to the Lender. Enclosed with each such
delivery of Collateral shall be a bailee letter (a "Bailee Letter")
substantially in the form of Exhibit A to this Agreement.
2. The Purchaser hereby acknowledges the security interest
of the Lender in and to any Collateral received by the Purchaser and hereby
agrees to hold such Collateral as bailee for the benefit of the Lender pursuant
to the applicable provisions of the Uniform Commercial Code and upon the terms
and conditions herein set forth.
3. The Purchaser's obligations as bailee with respect to any
Collateral received by the Purchaser shall terminate without further action by
any party at such time as the Purchaser has either (a) purchased such Collateral
by remitting in full the purchase price with respect to such Collateral
specified in the applicable Purchase Contract (the "Purchase Price") by wire
transfer in immediately available funds to the account of the Lender specified
below and such funds have been received in such account; or (b) delivered and
returned such Collateral to the Lender at the Lender's address set forth
opposite its signature below or any other address the Lender may designate in
writing to the Purchaser (the "Lender's Address").
4. Until such time as any Collateral received by the
Purchaser has been purchased by the Purchaser in accordance with the Purchase
Contract and the Purchase Price has been remitted or credited and received in
full by the Lender as set forth in paragraph 3 above, the Purchaser acknowledges
and agrees that (a) such Collateral shall remain subject to the liens and
security interests granted by the Borrower to the Lender for the benefit of the
Lender and (b) such Collateral shall be held by the Purchaser only for the
Purchaser's inspection and shall not be delivered or released to any party
(including, without limitation, the Borrower) other than the Lender or its
designee identified by the Lender to the Purchaser in writing.
5. Upon receipt by the Lender of the Purchase Price in full
with respect to any Collateral held by the Purchaser in immediately available
funds in the account specified in paragraph 3 above, the Lender's security
interest in such Collateral so purchased shall automatically terminate and be
cancelled and released without notice or demand. Upon the Purchaser's written
request to the Lender, the Lender shall provide the Purchaser with appropriate
filings, registrations or recordings necessary to effect such termination,
cancellation and release.
6. Until such time as the Purchaser has paid the Purchase
Price in full with respect to any Collateral held by the Purchaser, the Lender
shall have the right to require the Purchaser at any time, by written notice to
the Purchaser, to immediately deliver and return such Collateral to the Lender
at the Lender's Address. Anything to the contrary in this Agreement or any
related document notwithstanding, unless such Purchase Price shall have been
received by the Lender, the Purchaser agrees to deliver and return such
Collateral to the Lender by no later than the date which is [20] calendar days
after the date of the Bailee Letter with which such Collateral is delivered to
the Purchaser without any notice, demand or other action by the Lender.
7. The Purchaser agrees that the Purchase Price paid to the
Lender with respect to any particular Collateral shall not be reduced due to any
adjustments without the prior written approval of the Lender.
8. This Agreement may be executed in two counterparts, each
of which counterpart when executed and delivered shall be an original, but
together shall constitute one and the same instrument.
9. This Agreement and the rights and obligations of the
parties hereunder shall be construed in accordance with and governed by the laws
of the State of Delaware, without regard to principles of conflicts of
laws.

|Address:
100 Century Parkway
Mt. Laurel, NJ 08054
Attention: John Doulong |  | GMAC Bank

By: __________________
Name: ________________
Title: ___________________
|------------------------------------------------------------------------- |  | -----------------------------------------------------------------------------------



EXHIBIT A
toBAILEE AGREEMENT

GMAC Bank
3710 Kennet Pike
Greenville, DE 18907

[FORM BAILEE LETTER]

Re:	[INSERT NAME OF THE BORROWER]

Sirs:

Reference is made to the Bailee Agreement, dated as of
November __, 2001, between [INSERT NAME OF INVESTOR/PURCHASER] (the "Purchaser")
and GMAC Bank ("Lender").

Enclosed are the original mortgage note[s] and mortgage loan
documentation described in the attached Schedule (the "Collateral").

In accordance with the terms of the Bailee Agreement, by your
receipt of the Collateral: (a) you acknowledge that the Collateral is subject to
the Lender's security interest therein; (b) agree to hold the Collateral as
bailee for the benefit of the Lender subject to the terms of the Bailee
Agreement; and (c) agree to (i) remit in full the Purchase Price relating to the
Collateral as provided in paragraph 3 of the Bailee Agreement or (ii) in the
alternative, deliver and return the Collateral to the Lender to the address set
forth below for the Lender's receipt by no later than ______________, 200__
[INSERT THE DATE THAT IS 20 CALENDAR DAYS AFTER THE DATE OF THIS LETTER].

|Address:
100 Century Parkway
Mt. Laurel, NJ 08054
Attention: John Doulong |  | Sincerely yours,
GMAC Bank,

By: ______________
Name: _______________
Title:	Chief Operating Officer
|------------------------------------------------------------------------- |  | ----------------------------------------------------------------------------------------------------

SCHEDULE II

[ALTERNATE FORM OF BAILEE AGREEMENT]

GMAC Bank

3710 Kennet Pike

Greenville, DE 18907

______________, 200_



[INSERT NAME AND ADDRESS OF THE INVESTOR]







Attention:

BAILEE LETTER

Re:	[INSERT NAME OF THE BORROWER]

Sirs:

The undersigned, GMAC Bank (the "Lender"), has been requested
to deliver the enclosed original mortgage note[s] and mortgage loan documents
(collectively, the "Collateral") described in the attached Schedule for your
inspection prior to purchase of the Collateral by you pursuant to a certain
purchase contract (the "Purchase Contract") between you and the Borrower.

You have granted to us as Lender the Lender a security
interest in and to the Collateral. We hereby deliver the Collateral to you to be
held by you as Bailee, and by your receipt of the Collateral you agree to hold
the Collateral as bailee, for the benefit of us as Lender pursuant to the
applicable provisions of the Uniform Commercial Code and upon the terms and
conditions set forth below.

Your obligations as bailee with respect to the Collateral
shall terminate without further action by any party at such time as when you
have either (a) purchased the Collateral by remitting in full the purchase price
specified in the Purchase Contract (the "Purchase Price") by wire transfer in
immediately available funds to our account specified below and such funds have
been received in such account; or (b) delivered and returned the Collateral to
us at the address set forth below opposite our signature or such other address
notified by us to you in writing (the "Lender's Address").

INSTRUCTIONS FOR WIRE TRANSFER OF FUNDS:

To:	[INSERT NAME OF BANK]

ABA No.:Acct. No.:Attention:Reference:

INSTRUCTIONS FOR CREDIT TO SECURITIES
ACCOUNT FOR BOOK-ENTRY SECURITY ISSUANCE:



Until the Collateral has been purchased by you in
accordance with the Purchase Contract and the Purchase Price has been remitted
or credited and received in full by us, as set forth above, (a) the Collateral
shall remain subject to the liens and security interests granted by the Borrower
to us as Lender for the benefit of the Lender and (b) the Collateral shall be
held by you only for your inspection and shall not be delivered or released to
any party (including, without limitation, the Borrower) other than us or our
designee identified by us to you in writing.

Upon receipt by us of the Purchase Price in full [in
immediately available funds in the account specified above,] [by book-entry
transfer to the securities account specified above,] our security interest in
the Collateral so purchased shall automatically terminate and be cancelled and
released without notice or demand. Upon your written request to us, we shall
provide you with appropriate filings, registrations or recordings necessary to
effect such termination, cancellation and release.

Until such time as you have paid the Purchase Price, we as
Lender shall have the right to require you at any time, by written notice to
you, to immediately deliver and return the Collateral to us at the Lender's
Address. Notwithstanding the foregoing, unless the Purchase Price shall have
been received by us, you agree to deliver and return the Collateral to us for
our receipt at the Lender's Address by no later than the date which is 20
calendar days after the date of this letter without any notice, demand or other
action by us.

The Purchaser agrees that the Purchase Price paid to the
Lender with respect to any particular Collateral shall not be reduced due to any
adjustments without the prior written approval of the Lender.

If you are in agreement with the foregoing, please have the
enclosed copy of this letter duly executed by your authorized officer and return
it to us at the Lender's Address. In the event that the foregoing is not
acceptable to you please deliver and return to us immediately the Collateral at
the Lender's Address by same-day or overnight courier delivery. In the event we
do not receive a copy of this letter duly executed by you, then you shall be
deemed to have accepted possession of the Collateral as bailee for us as Lender,
effective the date first written above, subject to the security interest
described above and upon the terms described above.

This letter shall be governed and construed in accordance
with the laws of the State of Delaware, without regard to principles of
conflicts of laws.

|Address:
100 Century Parkway
Mt. Laurel, NJ 08054
Attention: John Doulong |  | GMAC BANK

By: _________________
Name: _______________
Title: __________________
|------------------------------------------------------------------------- |  | --------------------------------------------------------------------------------





Agreed to and accepted as of the

date first written above:

[INSERT NAME OF INVESTOR]



By:

Name:

Title:



Enclosures

---