12312001 Form 10-K Exhbit 10.159






                                            Exhibit 10.159



 

MASTER LOAN AND SECURITY AGREEMENT

______________________________

Dated as of March 21, 2002

______________________________

E-LOAN, INC.

as Borrower

and

GREENWICH CAPITAL FINANCIAL PRODUCTS, INC.

as Lender



MASTER LOAN AND SECURITY AGREEMENT

MASTER LOAN AND SECURITY AGREEMENT, dated as of March 21, 2002,
between E-LOAN, INC., a Delaware corporation (the "Borrower") and
GREENWICH CAPITAL FINANCIAL PRODUCTS, INC., a Delaware corporation (the
"Lender").

RECITALS

The Borrower wishes to obtain financing from time to time to provide interim
funding for the origination and acquisition of certain Mortgage Loans (as
defined herein), which Mortgage Loans are to be sold or contributed by the
Borrower to the Lender pursuant to a mortgage loan purchase agreement between
the Borrower and the Lender, to one or more trusts or other entities to be
sponsored by the Borrower or an Affiliate (as defined herein) thereof, or to
third-parties, which Mortgage Loans shall secure Advances (as defined herein) to
be made by the Lender hereunder.

The Lender has agreed, subject to the terms and conditions of this Loan
Agreement (as defined herein), to provide such financing to the Borrower, with a
portion of the proceeds of the sale of all mortgage-backed securities issued by
any such trust or other entity, together with a portion of the proceeds of any
permitted whole loan sales, together with other funds of the Borrower, if
necessary, being used to repay any Advances made hereunder as more particularly
described herein.

Accordingly, for good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto hereby agree as
follows:


	Definitions and Accounting
Matters.


	Certain Defined
Terms.  As used herein, the following temps shall have the following
meanings (all terms defined in this Section 1.01 or in other provisions of
this Loan Agreement in the singular to have the same meanings when used in the
plural and vice versa):

"Accepted Servicing Practices" shall mean, with respect to any
Mortgage Loan, accepted and prudent mortgage servicing practices of prudent
mortgage lending institutions which service mortgage loans of the same type as
such Mortgage Loans in the jurisdiction where the related Mortgaged Property is
located and in a manner at least equal in quality to the servicing the Borrower
or the Borrower's designee provides to mortgage loans which they own in their
own portfolio (as applicable).

"Advance" shall mean any Committed Advance or Uncommitted Advance, as
applicable, and collectively "Advances" shall mean the sum of all Committed
Advances and Uncommitted Advances.

"Affiliate" means, with respect to any Person, any other Person which,
directly or indirectly, controls, is controlled by, or is under common control
with, such Person, for purposes of this definition, "control" (together with the
correlative meanings of "controlled by" and "under common control with") means
possession, directly or indirectly, of the power (a) to vote 10% or more of
the securities (on a fully diluted basis) having ordinary voting power for the
directors or managing general partners (or their equivalent) of such Person, or
(b) to direct or cause the direction of the management or policies of such
Person, whether through the ownership of voting securities, by contract, or
otherwise

"Agency" means Fannie Mae, Freddie Mac or GNMA, as applicable.

"ALTA" means the American Land Title Association.

"Applicable Collateral Percentage" shall mean with respect to each
Advance:

(a)in the case of "A" credit Dry Loans (other than High LTV Loans) and
HELOCs:

(1) which are 0 to 29 days past due with respect to scheduled principal and
interest payments, 98%, and (2) which are 30 days or more past due with respect
to scheduled principal and interest payments, 0%;

(b)in the case of "B" or "C" credit Dry Loans and High LTV Loans:

(1) which are 0 to 29 days past due with respect to scheduled principal and
interest payments, 96%, and (2) which are 30 days or more past due with respect
to scheduled principal and interest payments, 0%; and

(c)in the case of Wet Loans:

(1) for which all Required Documents have not been delivered for 0 to 10
days, 98%, and (2) for which all Required Documents have not been delivered
within 10 days, 0%.

"Applicable Marlin" shall mean with respect to Advances that are
Tranche A Advances and Tranche B Advances respectively, and which are
secured by the Mortgage Loans, the applicable rate per annum set forth below for
each day that such Advances shall be so secured:

Tranche A Advances0.75%

Tranche B Advances1.25%

Tranche C Advances1.50%

"Appraised Value" shall mean the value set forth in an appraisal made
in connection with the origination of the related Mortgage Loan as the value of
the Mortgaged Property.

"Assignment of Mortgage" shall mean, with respect to any Mortgage, an
assignment of the Mortgage, notice of transfer or equivalent instrument in
recordable form, sufficient under the laws of the jurisdiction wherein the
related Mortgaged Property is located to reflect the assignment and pledge of
the Mortgage.

"Bankruptcy Code" shall mean the United States Bankruptcy Code of
1978, as amended from time to time.

"Best's" means Best's Key Rating Guide, as the same shall be amended
from time to time.

"Borrower" shall have the meaning provided in the heading hereof.

"Borrowing Base" shall mean the aggregate Collateral Value of all
Eligible Mortgage Loans that have been, and remain, pledged to the Lender
hereunder.

"Borrowing Base Certificate" shall mean the certificate prepared by
the Lender in such form as shall be mutually agreed to between the Borrower and
the Lender.

"Borrowing Base Deficiency" shall have the meaning provided in
Section 2.06 hereof.

"Business Day" shall mean any day other than (i) a Saturday or
Sunday, (ii) a day on which the New York Stock Exchange, the Federal
Reserve Bank of New York, the Custodian or banking and savings and loan
institutions in the State of New York or the City of New York or the city or
state in which the Custodian's offices are located are closed, or (iii) a
day on which trading in securities on the New York Stock Exchange or any other
major securities exchange in the United States is not conducted.

"Capital Lease Obligations" shall mean, for any Person, all
obligations of such Person to pay rent or other amounts under a lease of (or
other agreement conveying the right to use) Property to the extent such
obligations are required to be classified and accounted for as a capital lease
on a balance sheet of such Person under GAAP, and, for purposes of this Loan
Agreement, the amount of such obligations shall be the capitalized amount
thereof, determined in accordance with GAAP.

"Cash Equivalents" shall mean (a) securities with maturities of
90 days or less from the date of acquisition issued or filly guaranteed or
insured by the United States Government or any agency thereof,
(b) certificates of deposit and eurodollar time deposits with maturities of
90 days or less from the date of acquisition and overnight bank deposits of any
commercial bank having capital and surplus in excess of $500,000,000,
(c) repurchase obligations of any commercial bank satisfying the
requirements of clause (b) of this definition, having a term of not more
than seven days with respect to securities issued or filly guaranteed or insured
by the United States Government, (d) commercial paper of a domestic issuer
rated at least A-1 or the equivalent thereof by Standard and Poor's Ratings
Group ("S&P") or P-1 or the equivalent thereof by Moody's Investors
Service, Inc. ("Moody's") and in either case maturing within 90 days
after the day of acquisition, (e) securities with maturities of 90 days or
less from the date of acquisition issued or filly guaranteed by any state,
commonwealth or territory of the United States, by any political subdivision or
taxing authority of any such state, commonwealth or territory or by any foreign
government, the securities of which state, commonwealth, territory, political
subdivision, taxing authority or foreign government (as the case may be) are
rated at least A by S&P or A by Moody's, (f) securities with maturities
of 90 days or less from the date of acquisition backed by standby letters of
credit issued by any commercial bank satisfying the requirements of clause
(b) of this definition or (g) shares of money market mutual or similar
funds which invest exclusively in assets satisfying the requirements of
clauses (a) through (f) of this definition.

"Change of Control" means the acquisition by any Person, or two or
more Persons acting in concert, of beneficial ownership (within the meaning of
Rule 13d-3 of the Securities and Exchange Commission under the Securities
Exchange Act of 1934) of outstanding shares of voting stock of the Borrower at
any time if after giving effect to such acquisition (i) such Person or
Persons owns twenty percent (20%) or more of such outstanding voting stock or
(ii) the existing shareholders of the Borrower do not own more than fifty
(50%) of such outstanding shares of voting stock.

"Code" shall mean the Internal Revenue Code of 1986, as amended from
time to time.

"Collateral" shall have the meaning assigned to such term in
Section 4.01(b) hereof.

"Collateral Value" shall mean with respect to each Mortgage Loan, the
Applicable Collateral Percentage times the lesser of (x) the outstanding
principal balance of such Mortgage Loan, and (y) the Market Value thereof,
provided, that, the Collateral Value shall be deemed to be zero
with respect to each Mortgage Loan:

(1)in respect of which there is a material breach of a representation and
warranty set forth on Schedule 1 (assuming each representation and warranty is
made as of the date Collateral Value is determined) or there is a Material
Exception which was not otherwise waived by Lender;

(2)which the Lender determines, in its reasonable discretion, is not
eligible for sale in the secondary market or for securitization without
unreasonable credit enhancement;

(3)which has been released from the possession of the Custodian under
Section 5(a) of the Custodial Agreement to the Borrower or its bailee for a
period in excess of eighteen (18) calendar days (or if such 18th day is not a
Business Day, the preceding Business Day);

(4)which has been released from the possession of the Custodian
(i) under Section 5(b) of the Custodial Agreement under any
Transmittal Letter in excess of the time period stated in such Transmittal
Letter for release, or (ii) under Section 5(c) of the Custodial
Agreement under an Attorney Bailee Letter, from and after the date such
Attorney's Bailee Letter is terminated or ceases to be in full force and
effect;

(5)which has been subject to this Loan Agreement for greater than 45
days;

(6)in respect of which (a) the related Mortgaged Property is the
subject of a foreclosure proceeding or (b) the related Mortgage Note has
been extinguished under relevant state law in connection with a judgment of
foreclosure or foreclosure sale or otherwise;

(7)if (a) the related Mortgage Note or the related Mortgage is not
genuine or is not the legal, valid, binding and enforceable obligation of the
maker thereof, subject to no right of rescission, set-off, counterclaim or
defense, or (b) such Mortgage is not a valid, subsisting, enforceable and
perfected first lien on the Mortgaged Property;

(8)in respect of which the related Mortgagor is the subject of a
bankruptcy proceeding;

(9)if the Mortgagor does not make the first payment due on the related
Mortgage Loan within thirty (30) days of the due date therefor;

(10)that is a HELOC, High LTV Loan, Second Lien Mortgage Loan or "B" or
"C" credit Mortgage Loan that is not covered by a Takeout Commitment; or

(11)that was originated more than 30 days prior to the date such Mortgage
Loan was first subject to the terms of this Loan Agreement.

"Collection Account" shall mean the segregated account established at
the direction of the Borrower, and maintained in the name of the Lender and
subject to a security interest in favor of the Lender into which all Collections
received by the Servicer or a Subservicer shall be remitted by such Servicer or
Subservicer.  The Borrower shall have the right to direct that withdrawals from
such account be made until such time as the Lender, in its sole discretion,
provides notice to the Collection Bank terminating such right of the
Borrower.

"Collection Account Agreement" shall mean an agreement between the
Borrower, the Collection Bank, and the Lender, substantially in the form of
Exhibit G hereto, as the same may be amended, supplemented or
otherwise modified from time to time, in which the Borrower and Collection Bank
acknowledge the Lender's lien on the Collection Account (which lien is hereby
consented to by the Borrower), and the Borrower hereby grants to the Lender the
right to assume at any time during the occurrence of an Event of Default
hereunder exclusive dominion and control over the distribution of all movies in
the account, which control may be exercised by the Borrower prior to such
assumption of control by the Lender.

"Collection Bank" shall be mutually determined by the Lender and the
Borrower.

"Collections" shall mean, collectively, all collections and proceeds
on or in respect of the Mortgage Loans excluding collections required to be paid
to the Servicer or a mortgagor on the Mortgage Loans.

"Commitment Fee" shall have the meaning assigned to such term in
Section 3.04 hereof.

"Committed Advance" shall have the meaning assigned to such term in
Section 2.01(a) hereof.

"Contractual Obligation" shall mean as to any Person, any material
provision of any agreement, instrument or other undertaking to which such Person
is a party or by which it or any of its property is bound or any material
provision of any security issued by such Person.

"Cooperative Corporation" shall mean with respect to any Cooperative
Loan, the cooperative apartment corporation that holds legal title to the
related Cooperative Project and grants occupancy rights to units therein to
stockholders through Proprietary Leases or similar arrangements.

"Cooperative Loan" shall mean a Mortgage Loan that is secured by a
first lien on and a perfected security interest in Cooperative Shares and the
related Proprietary Lease granting exclusive rights to occupy the related
Cooperative Unit in the building owned by the related Cooperative
Corporation.

"Cooperative Project" shall mean with respect to any Cooperative Loan,
all real property and improvements thereto and rights therein and thereto owned
by a Cooperative Corporation including without limitation the land, separate
dwelling units and all common elements.

"Cooperative Shares" shall mean with respect to any Cooperative Loan,
the shares of stock issued by a Cooperative Corporation and allocated to a
Cooperative Unit and represented by a stock certificate.

"Cooperative Unit" shall mean with respect to any Cooperative Loan, a
specific unit in a Cooperative Project.

"Custodial Agreement" shall mean the Custodial Agreement, dated as of
the date hereof, among the Borrower, the Custodian and the Lender, substantially
in the form of Exhibit B hereto, as the same shall be modified and
supplemented and in effect from time to time.

"Custodian" shall mean Bankers Trust Company of California, N.A., its
successors and permitted assigns.

"Custodian Loan Transmission" shall have the meaning assigned thereto
in the Custodial Agreement.

"Default" shall mean an Event of Default or an event that with notice
or lapse of time or both would become an Event of Default.

"Disbursement Account" shall have the meaning assigned to such term in
the Custodial Agreement.

"Dollars" and "$" shall mean lawful money of the United States
of America.

"Dry Loan" shall mean a first or second lien Mortgage Loan which is
underwritten in accordance with the Underwriting Guidelines which Mortgage File
contains all required Mortgage Loan Documents.

"Due Date" means the day of the month on which the Monthly Payment is
due on a Mortgage Loan, exclusive of any days of grace.

"Due Diligence Review" shall mean the performance by the Lender of any
or all of the reviews permitted under Section 11.16 hereof with respect to
any or all of the Mortgage Loans or the Borrower or related parties, as desired
by the Lender from time to time.

"Effective Date" shall mean the date upon which the conditions
precedent set forth in Section 5.01 shall have been satisfied.

"Eligible Mortgage Loan" shall mean a Mortgage Loan secured by a first
or second mortgage lien (as reflected on the Mortgage Loan Data Transmission) on
a residential property and as to which (i) the representations and
warranties in Section 6.12 and 6.23 and Schedule 1 hereof are correct,
(ii) was originated or acquired by the Borrower in accordance with the
applicable Underwriting Guidelines and (iii) such other customary criteria
for eligibility determined by the Lender shall have been satisfied.

"ERISA" shall mean the Employee Retirement Income Security Act of
1974, as amended from time to time.

"ERISA Affiliate" shall mean any corporation or trade or business that
is a member of any group of organizations (i) described in
Section 414(b) or (c) of the Code of which the Borrower is a member
and (ii) solely for purposes of potential liability under
Section 302(c)(11) of ERISA and Section 412(c)(11) of the Code and the
lien created under Section 302(f) of ERISA and Section 412(n) of the
Code, described in Section 414(m) or (o) of the Code of which the
Borrower is a member.

"Escrow Payments" means with respect to any Mortgage Loan, the amounts
constituting ground rents, taxes, assessments, water rates, sewer rents,
municipal charges, mortgage insurance premiums, fire and hazard insurance
premiums, condominium charges, and any other payments required to be escrowed by
the Mortgagor with the Mortgagee pursuant to the Mortgage or any other
document.

"Event of Default" shall have the meaning provided in Section 8
hereof.

"Exception Report" shall mean the exception report prepared by the
Custodian pursuant to the Custodial Agreement.

"Fannie Mae" means Fannie Mae, formerly the Federal National Mortgage
Association, or any successor thereto.

"First Lien" shall mean with respect to each Mortgaged Property, the
lien of the mortgage, deed of trust or other instrument securing a mortgage note
which creates a first lien on the Mortgaged Property.

"First Lien Mortgage Loan" shall mean an Eligible Mortgage Loan
secured by a first priority lien on the related Mortgaged Property, subject to
Permitted Exceptions.

"Freddie Mac" means Freddie Mac, formerly the Federal Home Loan
Mortgage Corporation, or any successor thereto.

"Funding Date" shall mean the date on which an Advance is made
hereunder.

"GAAP" shall mean generally accepted accounting principles as in
effect from time to time in the United States of America.

"GNMA" means the Government National Mortgage Association, or any
successor thereto.

"Governmental Authority" shall mean any nation or government, any
state or other political subdivision thereof, any entity exercising executive,
legislative, judicial, regulatory or administrative functions of or pertaining
to government and any court or arbitrator having jurisdiction over the Borrower,
any of its Subsidiaries or any of its properties.

"Gross Margin" means with respect to each adjustable rate Mortgage
Loan, the fixed percentage amount set forth in the related Mortgage Note.

"Guarantee" shall mean, as to any Person, any obligation of such
Person directly or indirectly guaranteeing any Indebtedness of any other Person
or in any manner providing for the payment of any Indebtedness of any other
Person or otherwise protecting the holder of such Indebtedness against loss
(whether by virtue of partnership arrangements, by agreement to keep-well, to
purchase assets, goods, securities or services, or to take-or-pay or otherwise),
provided that the term "Guarantee" shall not include (i) endorsements for
collection or deposit in the ordinary course of business, or
(ii) obligations to make servicing advances for delinquent taxes and
insurance, or other obligations in respect of a Mortgaged Property, to the
extent required by the Lender.  The amount of any Guarantee of a Person shall be
deemed to be an amount equal to the stated or determinable amount of the primary
obligation in respect of which such Guarantee is made or, if not stated or
determinable, the maximum reasonably anticipated liability in respect thereof as
determined by such Person in good faith.  The terms "Guarantee" and
"Guaranteed" used as verbs shall have correlative meanings.

"HELOC" shall mean an open end home equity line of credit secured by a
second mortgage lien and underwritten in accordance with the Underwriting
Guidelines of either Residential Funding Corporation or Wells Fargo Home
Mortgage Inc.

"High LTV Loan" shall mean a Mortgage Loan which had a Loan-to-Value
Ratio at origination in excess of 80%, but not greater than 125%, and was
underwritten in accordance with the applicable Underwriting Guidelines.

"Indebtedness" shall mean, for any Person:  (a) obligations
created, issued or incurred by such Person for borrowed money (whether by loan,
the issuance and sale of debt securities or the sale of Property to another
Person subject to an understanding or agreement, contingent or otherwise, to
repurchase such Property from such Person); (b) obligations of such Person
to pay the deferred purchase or acquisition price of Property or services, other
than trade accounts payable (other than for borrowed money) arising, and accrued
expenses incurred, in the ordinary course of business so long as such trade
accounts payable are payable within 90 days of the date the respective goods are
delivered or the respective services are rendered; (c) Indebtedness of
others secured by a Lien on the Property of such Person, whether or not the
respective Indebtedness so secured has been assumed by such Person;
(d) obligations (contingent or otherwise) of such Person in respect of
letters of credit or similar instruments issued or accepted by banks and other
financial institutions for account of such Person; (e) Capital Lease
Obligations of such Person; (f) obligations of such Person under repurchase
agreements or like arrangements; (g) Indebtedness of others Guaranteed by
such Person; (h) all obligations of such Person incurred in connection with
the acquisition or carrying of fixed assets by such Person;
(i) Indebtedness of general partnerships of which such Person is a general
partner; and (j) any other indebtedness of such Person by a note, bond,
debenture or similar instrument.

"Index" means with respect to each adjustable rate Mortgage Loan, the
index set forth in the related Mortgage Note for the purpose of calculating the
interest rate thereon.

"Insurance Proceeds" means with respect to each Mortgage Loan,
proceeds of insurance policies insuring the Mortgage Loan or the related
Mortgaged Property.

"Insured Closing Letter" shall have the meaning assigned to such term
in the Custodial Agreement.

"Interest Period" shall mean, with respect to any Advance,
(i) initially, the period commencing on the Funding Date with respect to
such Advance and ending on the calendar day prior to the next succeeding Reset
Date, and (ii) thereafter, each period commencing on the Reset Date of a
month and ending on the calendar day prior to the Reset Date of the next
succeeding month.  Notwithstanding the foregoing, no Interest Period may end
after the Termination Date.

"Interest Rate Adjustment Date" means with respect to each adjustable
rate Mortgage Loan, the date, specified in the related Mortgage Note and the
Mortgage Loan Schedule, on which the Mortgage Interest Rate is adjusted.

"Interest Rate Protection Agreement" shall mean with respect to any or
all of the Mortgage Loans and/or Advances, any interest rate swap, cap or collar
agreement or any other applicable hedging arrangements providing for protection
against fluctuations in interest rates or the exchange of nominal interest
obligations, either generally or under specific contingencies entered into by
the Borrower and reasonably acceptable to the Lender.

"Lender" shall have the meaning assigned thereto in the heading
hereto.

"LIBO Base Rate" shall mean with respect to each day an Advance is
outstanding (or if such day is not a Business Day, the next succeeding Business
Day), the rate per annum equal to the rate published by Bloomberg or if such
rate is not available, the rate appearing at page 3750 of the Telerate Screen as
one-month LIBOR on such date, and if such rate shall not be so quoted, the rate
per annum at which the Lender is offered Dollar deposits at or about
11:00 a.m., eastern time, on such date by prime banks in the interbank
eurodollar market where the eurodollar and foreign currency and exchange
operations in respect of its Advances are then being conducted for delivery on
such day for a period of one month and in an amount comparable to the amount of
the Advances to be outstanding on such day.

"LIBO Rate" shall mean with respect to each Interest Period pertaining
to an Advance, a rate per annum determined by the Lender in its sole discretion
in accordance with the following formula (rounded upwards to the nearest 1/100th
of one percent), which rate as determined by the Lender shall be conclusive
absent manifest error by the Lender:


	
LIBO Base Rate

	
1.00 - LIBO Reserve Requirements





The LIBO Rate shall be calculated each Funding Date and Reset Date commencing
with the first Funding Date.

"LIBO Reserve Requirements" shall mean for any Interest Period for any
Advance, the aggregate (without duplication) of the rates (expressed as a
decimal fraction) of reserve requirements applicable to the Lender in effect on
such day (including, without limitation, basic, supplemental, marginal and
emergency reserves under any regulations of the Board of Governors of the
Federal Reserve System or other Governmental Authority having jurisdiction with
respect thereto), dealing with reserve requirements prescribed for eurocurrency
funding (currently referred to as "Eurocurrency Liabilities" in Regulation D of
such Board) maintained by a member bank of such Governmental Authority.  As of
the Effective Date, the LIBO Reserve Requirements shall be deemed to be
zero.

"Lien" shall mean any mortgage, lien, pledge, charge, security
interest or similar encumbrance.

"Loan Agreement" shall mean this Master Loan and Security Agreement,
as may be

amended, supplemented or otherwise modified from time to time as mutually
agreed by the parties in writing.

"Loan Documents" shall mean collectively, this Loan Agreement, the
Note, the Custodial Agreement and the Collection Account Agreement.

"Loan-to-Value Ratio" or "LTV" means with respect to any
Mortgage Loan, the ratio of the original outstanding principal amount of the
Mortgage Loan to the lesser of (a) the Appraised Value of the Mortgaged
Property at origination or (b) if the Mortgaged Property was purchased
within 12 months of the origination of the Mortgage Loan, the purchase price of
the Mortgaged Property.

"Market Value" shall mean the value, determined by the Lender in its
sole reasonable discretion, of the Mortgage Loans if sold in their entirety to a
single third-party purchaser.  The Lender's determination of Market Value shall
be conclusive upon the parties, absent manifest error on the part of the Lender.
The Lender shall have the right to mark to market the Mortgage Loans on a daily
basis which Market Value may be determined to be zero.  The Borrower
acknowledges that the Lender's determination of Market Value is for the limited
purpose of determining Collateral Value for lending purposes hereunder without
the ability to perform customary purchaser's due diligence and is not
necessarily equivalent to a determination of the fair market value of the
Mortgage Loans achieved by obtaining competing bids in an orderly market in
which the Borrower is not in default and the bidders have adequate opportunity
to perform customary loan and servicing due diligence.

"Material Adverse Effect" shall mean a material adverse effect on
(a) the property, business, operations, financial condition or prospects of
the Borrower, (b) the ability of the Borrower to perform in all material
respects its obligations under any of the Loan Documents or any other gestation,
financing or repurchase documents entered into between Lender and Borrower to
which it is a party, (c) the validity or enforceability in all material
respects of any of the Loan Documents, (d) the rights and remedies of the
Lender under any of the Loan Documents, (e) the timely payment of the
principal of or interest on the Advances or other amounts payable in connection
therewith or (f) the Collateral (other than changes in Market Value due to
market conditions).

"Material Exception" shall have the meaning assigned thereto in the
Custodial Agreement.

"Maximum Committed Amount" shall mean $150 million.

"Maximum Credit" shall mean the sum of the Maximum Committed Amount
and the Maximum Uncommitted Amount (reduced by the amount outstanding under any
other gestation, financing or repurchase documents entered into between Lender
and Borrower); provided, however, the following limitations on Maximum Credit
shall apply:

(1)the Maximum Credit for Mortgage Loans which are Wet Loans may not
exceed, at any time, the lesser of (A) $25 million on any day which occurs
during the period from the seventh to last Business Day of each calendar month
through and including the sixth Business Day of the next succeeding calendar
month or (D) $15 million on any other date;

(2)the Maximum Credit for Mortgage Loans which are Second Lien Mortgage
Loans may not exceed $5 million at any time.

(3)the Maximum Credit for Mortgage Loans which are HELOCs may not exceed
$40 million at any time;

(4)the Maximum Credit for "B" and "C" credit Mortgage Loans may not
exceed $15 million at any time;

(5)the Maximum Credit for all High LTV Loans may not exceed $5 million at
any time; and

(6)the Maximum Credit for all Mortgage Loans that are not covered by a
Takeout Commitment may not exceed $80 million at any time.

"Maximum Uncommitted Amount" shall mean $150 million.

"Monthly Payment" means the scheduled monthly payment of principal and
interest on a Mortgage Loan as adjusted in accordance with changes in the
Mortgage Interest Rate pursuant to the provisions of the Mortgage Note for an
adjustable rate Loan other than a Cooperative Loan, Mortgage Loan.

"Mortgage" shall mean the mortgage, deed of dust or other instrument,
which creates a first or second lien (as indicated on the Mortgage Loan Data
Transmission) on either (i) with respect to a Mortgage Loan other than a
Cooperative Loan, the fee simple or leasehold estate in such real property or
(ii) with respect to a Cooperative Loan, the Proprietary Lease and related
Cooperative Shares, which in either case secures the Mortgage Note.

"Mortgage File" shall have the meaning assigned thereto in the
Custodial Agreement.

"Mortgage Interest Rate" means the annual rate of interest home on a
Mortgage Note, which shall be adjusted from time to time with respect to
adjustable rate Mortgage Loans.

"Mortgage Interest Rate Cap" means with respect to an adjustable rate
Mortgage Loan, the limit on each Mortgage Interest Rate adjustment as set forth
in the related Mortgage Note.

"Mortgage Loan" shall mean a conforming mortgage loan (including jumbo
mortgage loans of "A", "B" or "C" credit quality), HELOC, High LTV Loan or
Cooperative Loan which the Custodian has been instructed to hold for the Lender
pursuant to the Custodial Agreement, and which Mortgage Loan includes, without
limitation, (i) a Mortgage Note, the related Mortgage and all other
Mortgage Loan Documents and (ii) all right, title and interest of the
Borrower in and to the Mortgaged Property covered by such Mortgage.

"Mortgage Loan Data Transmission" shall mean a computer-readable
magnetic or other electronic format incorporating the fields identified on
Exhibit F.

"Mortgage Loan Documents" shall mean, with respect to a Mortgage Loan,
the documents comprising the Mortgage File for such Mortgage Loan.

"Mortgage Loan List" shall mean the hard copy report provided by the
Borrower which shall include with respect to each Mortgage Loan to be included
as Collateral the items set forth on Exhibit D-1 hereto.

"Mortgage Note" shall mean the original executed promissory note or
other evidence of the indebtedness of a mortgagor/borrower with respect to a
Mortgage Loan.

"Mortgaged Property" means the real property (including all
improvements, buildings, fixtures, building equipment and personal property
thereon and all additions, alterations and replacements made at any time with
respect to the foregoing) and all other collateral securing repayment of the
debt evidenced by a Mortgage Note.

"Mortgage "means either the Borrower or any subsequent holder of a
Mortgage Loan.

"Mortgagor" means the obligor on a Mortgage Note.

"Multiemployer Plan" shall mean a multiemployer plan defined as such
in Section 3(37) of ERISA to which contributions have been or are required
to be made by the Borrower or any ERISA Affiliate and that is covered by Title
IV of ERISA.

"Net Income" shall mean, for any period, the net income of the
Borrower for such period as determined in accordance with GAAP.

"Net Worth" shall mean, with respect to any Person, the excess of
total assets of such Person, over total liabilities of such Person, determined
in accordance with GAAP.

"Note" shall mean the promissory note provided for by
Section 2.02(a) hereof for Advances and any promissory note delivered in
substitution or exchange therefor, in each case as the same shall be modified
and supplemented and in effect from time to time.

"Notice of Borrowing and Pledge" shall have the meaning assigned to
such term in Section 2.03(a).

"PBGC" shall mean the Pension Benefit Guaranty Corporation or any
entity succeeding to any or all of its functions under ERISA.

"Permitted Exceptions" shall mean tire exceptions to lien priority
including but not limited to:  (i) the lien of current real property taxes
and assessments not yet due and payable; (ii) covenants, conditions and
restrictions, rights of way, easements and other matters of the public record as
of the date of recording acceptable to mortgage lending institutions generally
and specifically referred to in the lender's title insurance policy delivered to
the originator of the Mortgage Loan and (A) referred to or otherwise
considered in the appraisal (if any) made for the originator of the Mortgage
Loan or (B) which do not adversely affect the appraised value of the
Mortgaged Property set forth in such appraisal; (iii) 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 Mortgage or the
use, enjoyment, value or marketability of the related Mortgaged Property; and
(iv) in the case of a Second Lien Mortgage Loan, a First Lien on the
related Mortgaged Property.

"Person" shall mean any individual, corporation, company, voluntary
association, partnership, joint venture, ]invited liability company, trust,
unincorporated association or government (or any agency, instrumentality or
political subdivision thereof).

"Plan" shall mean an employee benefit or other plan established or maintained
by either the Borrower or any ERISA Affiliate and that is covered by Title IV of
ERISA, other than a Multiemployer Plan.

"PMI Policy" or "Primary Insurance Policy" means a policy of
primary mortgage guaranty insurance issued by a Qualified Insurer.

"Post-Default Rate" shall mean, in respect of any principal of any
Advance or any other amount under this Loan Agreement, the Note or any other
Loan Document that is not paid when due to the Lender (whether at stated
maturity, by acceleration or mandatory prepayment or otherwise), a rate per
annum during the period from and including the due date to but excluding the
date on which such amount is paid in full equal to 3% per annum, plus
(a)(i) the interest rate otherwise applicable to such Advance or other
amount, or (ii) if no interest rate is otherwise applicable, the LIBO Rate
plus (b) the Applicable Margin.

"Trope" shall mean any right or interest in or to property of any kind
whatsoever, whether real, personal or mixed and whether tangible or
intangible.

"Proprietary Lease" shall mean the lease on a Cooperative Unit
evidencing the possessory interest of the owner of the Cooperative Shares in
such Cooperative Unit.

"Qualified Insures" means an insurance company duly qualified as such
under the laws of the states in which the Mortgaged Property is located, duly
authorized and licensed in such states to transact the applicable insurance
business and to write the insurance provided, and approved as an insurer by
Fannie Mae and Freddie Mac and whose claims paying ability is rated in the two
highest rating categories by any of the rating agencies with respect to primary
mortgage insurance and in the two highest rating categories by Best's with
respect to hazard and flood insurance.

"Qualified Originator" shall mean (a) the Borrower and
(b) any other originator of Mortgage Loans as may be approved by the Lender
in writing from time to time.

"Regulations G, T, U and X" shall mean Regulations G, T, U and X of
the Board of Governors of the Federal Reserve System (or any successor), as the
same may be modified and supplemented and in effect from time to time.

"Requirement of Law" shall mean as to any Person, the certificate of
incorporation and bylaws or other organizational or governing documents of such
Person, and any law, treaty, rule or regulation or determination of an
arbitrator or a court or other Governmental Authority, in each case applicable
to or binding upon such Person or any of its property or to which such Person or
any of its property is subject.

"Required Documents" shall mean those documents identified in
Section 2(I) of the Custodial Agreement.

"Rescission" shall mean the right of a Mortgagor to rescind the
related Mortgage Note and related documents pursuant to applicable law and
applicable Agency guides.

"Reset Date" shall mean the first day of each calendar month, or if
such day is not a Business Day, the next succeeding Business Day.

"Responsible Officer" shall mean, as to any Person, the chief
executive officer or, with respect to financial matters, the chief financial
officer of such Person; provided, that in the event any such officer is
unavailable at any time he or she is required to take any action hereunder,
Responsible Officer shall mean any officer authorized to act on such officer's
behalf as demonstrated by a certificate of corporate resolution.

"Restricted Payments" shall mean with respect to any Person,
collectively, all dividends or other distributions of any nature (cash,
securities, assets or otherwise), and all payments, by virtue of redemption or
otherwise, on any class of equity securities (including, without limitation,
warrants, options or rights therefor) issued by such Person, whether such
securities are now or may hereafter be authorized or outstanding and any
distribution in respect of any of the foregoing, whether directly or
indirectly.

"Second Lien" shall mean with respect to each Mortgaged Property, the
lien of the mortgage, deed of trust or other instrument securing a mortgage note
which creates a second lien on the Mortgaged Property.

"Second Lien Mortgage Loan" shall mean an Eligible Mortgage Loan
secured by the lien on the Mortgaged Property, subject to one prior lien on such
Mortgaged Property securing financing obtained by the related Mortgagor and to
Permitted Exceptions.

"Secured Obligations" shall have the meaning assigned thereto in
Section 4.01(c) hereof.

"Securitization Letter" shall mean that certain letter agreement by
and between the Borrower and the Lender dated the date hereof, outlining rights
and obligations with respect to securitizations and whole loan sales of mortgage
loans and home equity lines of credit that are similar to the Mortgage Loans and
HELOCs subject to this Loan Agreement.

"Servicer" shall mean the Borrower in its capacity as servicer or
master servicer of the Mortgage Loans.

"Servicing Agreement" shall have the meaning provided in
Section 11.15(c) hereof.

"Servicing File" means with respect to each Mortgage Loan, the file
retained by the Borrower consisting of originals of all material documents in
the Mortgage File which are not delivered to the Custodian and copies of the
Mortgage Loan Documents set forth in Section 2 of the Custodial
Agreement.

"Servicing Records" shall have the meaning assigned thereto in
Section 11.15(b) hereof.

"Servicing Transmission" shall mean a computer-readable magnetic or
other electronic format mutually acceptable to the parties.

"Settlement Agent" shall have the meaning provided in the Custodial
Agreement.

"Subservicer" shall have the meaning provided in Section 11.15(c)
hereof.

"Subsidiary" shall mean, with respect to any Person, any corporation,
partnership or other entity of which at least a majority of the securities or
other ownership interests having by the terms thereof ordinary voting power to
elect a majority of the board of directors or other persons performing similar
functions of such corporation, partnership or other entity (irrespective of
whether or not at the time securities or other ownership interests of any other
class or classes of such corporation, partnership or other entity shall have or
might have voting power by reason of the happening of any contingency) is at the
time directly or indirectly owned or controlled by such Person or one or more
Subsidiaries of such Person or by such Person and one or more Subsidiaries of
such Person.

"Takeout Commitment" shall mean, with respect to any Mortgage Loan, an
irrevocable commitment issued by a Takeout Investor in favor of the Borrower
pursuant to which such Takeout Investor agrees to purchase such Mortgage Loan at
a specific price on a forward delivery basis acceptable to the Lender in its
sole discretion.

"Takeout Investor" shall mean a third party which has agreed to
purchase Mortgage Loans pursuant to a Takeout Commitment.

"Tangible Net Worth" shall mean, with respect to any Person, as of any
date of determination, the consolidated Net Worth of such Person and its
Subsidiaries, less the consolidated net book value of all assets of such Person
and its Subsidiaries (to the extent reflected as an asset in the balance sheet
of such Person or any Subsidiary at such date) which will be treated as
intangibles under GAAP, including, without ]imitation, such items as deferred
financing expenses, net leasehold improvements, good will, trademarks, trade
names, service marks, copyrights, patents, licenses and unamortized debt
discount and expense; provided, that residual securities issued by such Person
or its Subsidiaries shall not be treated as intangibles for purposes of this
definition.

"Termination Date" shall mean 364 days following the Effective Date of
this Agreement, or such earlier date on which this Loan Agreement shall
terminate in accordance with the provisions hereof or by operation of law.

"Total Indebtedness" shall mean with respect to any Person, for any
period, the aggregate Indebtedness of such Person and its Subsidiaries during
such period, less the amount of any nonspecific consolidated balance sheet
reserves maintained in accordance with GAAP.

"Tranche A Advances" shall mean Advances so long as, and to the
extent that, they are secured by "A" credit first lien Mortgage Loans which are
not Wet Loans or High LTV Loans.

"Tranche B Advances" shall mean Advances so long as, and to the
extent that, they are secured by "A" credit first lien Wet Loans.

"Tranche C Advances" shall mean Advances so long as, and to the
extent that, they are secured by "B" or "C" credit Mortgage Loans, HELOCs or
High LTV Loans.

"Trust Status" shall mean the determination by the Custodian and
confirmed by the Lender whether a Mortgage Loan delivered as a Wet Loan has
become a Dry Loan.

"Uncommitted Advance" shall have the meaning assigned to such term in
Section 2.01(b) hereof.

"Underwriting Guidelines" shall mean (i) with respect to Eligible
Mortgage Loans that are agency conforming mortgage loans except with respect to
outstanding principal balance, the underwriting guidelines of the Borrower,
which shall be subject to the prior written approval of the Lender (such
approval not to be unreasonably withheld) and which shall delivered to the
Lender prior to making any Advances to be secured by Mortgage Loans underwritten
pursuant to such underwriting guidelines and/or the applicable Takeout
Investor's underwriting requirements; (ii) with respect to agency
conforming Eligible & Mortgage Loans, the underwriting guidelines of Fannie
Mae; and (iii) with respect to any HELOC, the underwriting guidelines of
the related Takeout Investor which shall be either Residential Funding
Corporation or Wells Fargo Home Mortgage Inc.

"Uniform Commercial Code" shall mean the Uniform Commercial Code as in
effect on the date hereof in the State of New York; provided that if by reason
of mandatory provisions of law, the perfection or the effect of perfection or
non-perfection of the security interest in any Collateral is governed by the
Uniform Commercial Code as in effect in a jurisdiction other than New York,
"Uniform Commercial Code" shall mean the Uniform Commercial Code as in effect in
such other jurisdiction for purposes of the provisions hereof relating to such
perfection or effect of perfection or non-perfection.

"Wet Loan" shall mean a wet-funded first lien "A" credit Mortgage Loan
or HELOC which is underwritten in accordance with the Underwriting Guidelines
and does not contain all the required Mortgage Loan Documents in the Mortgage
File, which in order to be deemed an Eligible Mortgage Loan shall have the
following additional characteristics:

(a)the proceeds thereof have been funded (or, on the date of the Advance
supported by a Notice of Borrowing and Pledge are being funded) by wire transfer
or cashier's check, cleared check or draft or other form of immediately
available funds to the Settlement Agent for such Wet Loan;

(b)the Borrower expects such Wet Loan to close and become a valid first
lien securing actual indebtedness by funding to the order of the Mortgagor
thereunder;

(c)the proceeds thereof have not been returned to the Lender from the
Settlement Agent for such Wet Loan;

(d)the Borrower has not learned that such Wet Loan will not be closed and
funded to the order of the Mortgagor; and

(e)upon recordation such Mortgage Loan will constitute a first lien on
the premises described therein.

"Wire Instruction Data" as defined in the Custodial Agreement.

	Accounting Terms and
Determinations.  Except as otherwise expressly provided herein, all
accounting terms used herein shall be interpreted, and all financial statements
and certificates and reports as to financial matters required to be delivered to
the Lender hereunder shall be prepared, in accordance with GAAP.

	Advances, Note and
Prepayments.


	Advances.


	Subject to fulfillment of the conditions precedent set
forth in Sections 5.01 and 5.02 hereof, and provided that no Default shall
have occurred and be continuing hereunder, the Lender agrees from time to time,
on the terms and conditions of this Loan Agreement, to make loans (individually,
a "Committed Advance"; collectively, the "Committed Advances") to
the Borrower in Dollars, on any Business Day from and including the Effective
Date to but excluding the Termination Date in an aggregate principal amount at
any one time outstanding up to but not exceeding the lesser of (i) the
Maximum Committed Amount (which shall be further subject to the limitations in
the definition of Collateral Value and Maximum Credit) and (ii) the
Borrowing Base as in effect from time to time.
	In addition to the foregoing, the Lender may from time to time in its sole
discretion, on the terms and conditions of this Loan Agreement, make loans
(individually, an "Uncommitted Advance"; collectively, the
"Uncommitted Advances") to the Borrower in Dollars, on any Business Day
from and including the Effective Date to but excluding the Termination Date in
an aggregate principal amount at any one time outstanding up to but not
exceeding the lesser of (i) the Maximum Uncommitted Amount (which shall be
further subject to the ]imitations in the definition of Collateral Value) and
(ii) the Borrowing Base as in effect from time to time.  Unless otherwise
agreed by the parties, in determining whether Advances secured by
Eligible Mortgage Loans are Committed Advances or Uncommitted Advances, such
Advances shall first be deemed Committed Advances up to the Maximum Committed
Amount, and then the remainder shall be deemed Uncommitted Advances.
	Subject to the terms and conditions of this Loan Agreement, during such
period the Borrower may borrow, repay and reborrow hereunder.
	In no event shall an Advance be made when any Default or Event of Default
has occurred and is continuing.
	The minimum amount of any Advance made by the Lender hereunder shall be $
500,000.
	Note.


	The Advances made by the Lender shall be evidenced by
a single promissory note of the Borrower substantially in the form of
Exhibit A hereto (the "Note"), dated the date hereof, payable
to the Lender in a principal amount equal to the amount of the Maximum Credit as
originally in effect and otherwise duly completed.  The Lender shall have the
right to have its Note subdivided, by exchange for promissory notes of lesser
denominations or otherwise.
	The date, amount and interest rate of each Advance made by the Lender to the
Borrower, and each payment made on account of the principal thereof, shall be
recorded by the Lender on its books and, prior to any transfer of the Note,
noted by the Lender m the grid attached to the Note or any continuation thereof;
provided, that the failure of the Lender to make any such recordation or
notation shall not affect the obligations of the Borrower to make a payment when
due of any amount owing hereunder or under the Note in respect of the
Advances.
	Procedure for Borrowing.


	Borrowing Procedure for Requesting an Advance.
The Borrower may request a bon-owing to be secured by any Mortgage Loans
hereunder, on any Business Day during the period from and including the
Effective Date to the Termination Date, by delivering to the Lender, with a copy
to the Custodian, a Mortgage Loan Data Transmission, an irrevocable Notice of
Borrowing and Pledge substantially in the form of Exhibit D hereto (a "Notice
of Borrowing and Pledge"), appropriately completed and Wire Instruction
Data, each of which must be received no later than 6:00 p.m. (eastern time)
one Business Day prior to the requested Funding Date for any Advance to be made
by 9:00 a.m. on the Funding Date and no later than 3:00 p.m. on the
requested Funding Date with respect to an Advance to be made by 4:00 p.m.
on the Funding Date.  Such Notice of Borrowing and Pledge shall clearly indicate
those Mortgage Loans that are intended to be Wet Loans and Dry Loans and include
a Mortgage Loan List in respect of the Eligible Mortgage Loans that the Borrower
proposes to pledge to the Lender and to be included in the Borrowing Base in
connection with such borrowing; provided, however, to the extent
that any such requested borrowing shall constitute an Uncommitted Advance, the
Lender may, at its sole option, elect not to make such Uncommitted Advance.
Upon the Lender's request, the Borrower will deliver to the Lender a Takeout
Commitment confirmation and assignment acknowledged by the Takeout Investor for
each Mortgage Loan to be pledged to the Lender hereunder.  The Borrower agrees
to immediately report to the Custodian and the Lender by facsimile transmission
within one Business Day of discovery that any Wet Loans that were previously
pledged to the Borrower do not close for any reason including, but not limited
to, a Rescission.  The Custodian will deliver a notice of intent to issue a
Trust Receipt to Lender after the Custodian has reviewed the documents contained
in Section 2(a)II of the Custodial Agreement.
	Pursuant to the Custodial Agreement, the Custodian shall review any Required
Documents delivered by 2:00 p.m. (eastern time) as specified in the
Custodial Agreement on any Business Day in time to include the related Mortgage
Loans in such Borrowing Base determination on the same day.  Not later than
4:00 p.m. (eastern time) on each Business Day, the Custodian shall deliver
to the Lender, via electronic transmission acceptable to the Lender, the
Custodian Loan Transmission showing the status of all Mortgage Loans then held
by the Custodian, including but not limited to the Wet Loans and Dry Loans which
are subject to document exceptions, and the time the related Mortgage Loan
Documents have been released pursuant to Section 5(a) or 5(b) of the
Custodial Agreement.  Not later than 4:30 p.m. (eastern time) on each
Business Day, the Lender shall calculate the Borrowing Base of all Mortgage
Loans that are held by the Custodian and forward to the Borrower by facsimile
transmission a copy of the Borrowing Base Certificate.  In addition, the
Custodian shall deliver to the Lender no later than 4:30 p.m. (eastern
time) by facsimile transmission on each Funding Date, one or more Trust Receipts
(as defined in the Custodial Agreement) relating to either Wet Loans or Dry
Loans.  The original copies of such Trust Receipts shall be delivered to Chase
Manhattan Bank at Four New York Plaza, Ground Floor, Outsourcing Department, New
York, New York 10004, Attention:  Jennifer John for the account of Greenwich
Capital Financial Products, Inc. (telephone number (212) 623-5953), as agent for
the Lender by overnight delivery using a nationally recognized insured overnight
delivery service.
	Upon the Borrower's request for a borrowing pursuant to Section 2.03(a)
above, the Lender shall, assuming all conditions precedent set forth in this
Section 2.03 and in Section 5.01 and 5.02 have been met, and provided
no Default shall have occurred and be continuing (in accordance with
Section 2.01), make an Advance to the Disbursement Account (as determined
by Lender) not later than 9:00 a.m. on the requested Funding date whir
respect to an Advance requested in a Notice of Borrowing and Pledge delivered to
the Lender by 6:00 p.m. on the day immediately preceding the Funding Date
and not later than 4:00 p.m. for Advances requested in a Notice of
Borrowing and Pledge delivered to the Lender by 2:00 p.m. on the requested
Funding Date in an amount which would not cause the aggregate amount of Advances
then outstanding to exceed the lesser of (i) the Maximum Credit or
(ii) the Borrowing Base shown on the latest Borrowing Base Certificate of
the Lender.  Subject to the foregoing, such borrowing will be made available to
the Borrower by the Lender transferring to the Disbursement Account, via wire
transfer, in the aggregate amount of such borrowing for remittance by the
Custodian to the Settlement Agent in accordance with Section 3(c) of the
Custodial Agreement.  The Borrower hereby agrees to deposit into the
Disbursement Account any shortfall created to the extent that any Advance made
by the Lender is less than the amount of the payments required to be made to
Settlement Agents.
	Limitation on Tunes of Advances;
Illegality.  Anything herein to the contrary notwithstanding, if, on
or prior to the determination of any LIBO Base Rate:


	the Lender determines, which determination shall be
conclusive, that quotations of interest rates for the relevant deposits referred
to in the definition of "LIBO Base Rate" in Section 1.01 hereof are not
being provided in the relevant amounts or for the relevant maturities for
purposes of determining rates of interest for Advances as provided herein;
or
	it becomes unlawful for the Lender to honor its obligation to make or
maintain Advances hereunder using a LIBO Rate; then the Lender shall give the
Borrower prompt notice thereof and, so long as such condition remains in effect,
the Lender shall be under no obligation to make additional Advances, and the
Borrower shall, at its option, either prepay such Advances or pay interest on
such Advances at a rate per annum as determined by the Lender taking into
account the cost to the Lender of making the Advances and the expected return to
the Lender from using a LIBO Rate.
	Repayment of Advances;
Interest.


	The Borrower shall repay in full on the Termination
Date the then aggregate outstanding principal amount of the Advances (as
evidenced by the Note).  The Lender and the Borrower acknowledge that it is the
intent of each such party that, not later than 1:00 p.m. on each Business
Day, the Lender may buy eligible mortgage loans pursuant to the separate
gestation program entered into between the Borrower and the Lender.  The
Borrower shall sell to the Lender pursuant to such gestation program any Dry
Mortgage Loan as identified/authorized by the Borrower and approved by the
Lender.
	No later than the Business Day prior to each Reset Date, the Lender shall
provide to the Borrower a report which shall state the interest amount due for
the current interest period on the Advance.
	The Borrower shall pay to the Lender interest on the unpaid principal amount
of each Advance for the period from and including the date of such Advance to
but excluding the date such Advance shall be paid in full, at a rate per annum
equal to the LIBO Rate plus the Applicable Margin.  Notwithstanding the
foregoing, the Borrower shall pay to the Lender interest at the applicable Post-
Default late on any principal of any Advance and on any other amount payable by
the Borrower hereunder or under the Note, that shall not be paid in full when
due (whether at stated maturity, by acceleration or by mandatory prepayment or
otherwise), for the period from and including the due date thereof to but
excluding the date the same is paid in full.  Accrued interest on each Advance
as calculated in Section 2.05(b) above shall be payable monthly on each
Reset Date (except to the extent the Lender, in its sole discretion, consents to
a later date) and on the Termination Date, except that interest payable at the
Post-Default Rate shall accrue daily and shall be payable promptly upon receipt
of invoice.  Promptly after the determination of any interest rate provided for
herein or any change therein, the Lender shall give written notice thereof to
the Borrower.
	The Borrower and the Lender acknowledge that the proceeds of Collateral may
be held in the Collection Account pursuant to the Collection Account Agreement.
The Lender agrees that if no Event of Default shall have occurred and be
continuing, on each Reset Date, the Collection Bank shall be permitted to remit
such amounts then held in such Collection Account at the direction of the
Borrower anti] notified to the contrary by the Lender.
	Mandatory Prepayments or
Pledge.

On each Advance Date or other date on which there is a change in the Mortgage
Loans held by the Custodian, the Custodian shall deliver to the Lender and the
Borrower the Custodian Loan Transmission.  The Lender shall deliver to the
Borrower a Borrowing Base Certificate by 4:30 p.m. (eastern time), the
calculation in such certificate to be based on the delinquency status and
principal balance of the Eligible Mortgage Loans as of the later of the funding
date balance or the last calendar day of the prior month.  Such information
shall be ascertained from the Servicing Transmission which shall be delivered or
caused to be delivered by the Borrower in accordance with Section 7.20 and
shall include all Mortgage Loans which were funded on or prior to the last date
of any Advance.  In the event that such Borrowing Base Certificate indicates or
if at any time the aggregate outstanding principal amount of Advances exceeds
the Borrowing Base (a "Borrowing Base Deficiency"), as determined by the
Lender and notified to the Borrower on any Business Day, the Borrower shall no
later than one Business Day after receipt of such written notice, either prepay
the Advances in part or in whole or pledge additional Eligible Mortgage Loans
(which Collateral shall be in al] respects acceptable to the Lender) to the
Lender, such that after giving effect to such prepayment or pledge the aggregate
outstanding principal amount of the Advances does not exceed the Borrowing
Base.

	Optional
Prepayments.


	The Advances are prepayable without premium or
penalty, in whole or in part, after providing not less than one (1) Business
Days prior notice (except as specified in Section 2.05(a)).  The Advances
are prepayable at any other time, in whole or in part, in accordance herewith
and subject to clause (b) below.  Any amounts prepaid shall be applied to
repay the outstanding principal amount of any Advances (together with interest
thereon) until paid in full.  Amounts repaid may be reborrowed in accordance
with the terms of this Loan Agreement.  If such notice is given, the amount
specified in such notice shall be due and payable on the date specified therein,
together with accrued interest to such date on the amount prepaid.  Partial
prepayments shall be in an aggregate principal amount of at least $100,000.
	If the Borrower makes a prepayment of the Advances other than as provided in
Section 2.07(a) above, the Borrower shall indemnify the Lender and hold the
Lender harmless from any actual loss or expense which the Lender may sustain or
incur arising from (a) the reemployment of funds obtained by the Lender to
maintain the Advances hereunder or from (b) fees payable to terminate the
deposits from which such funds were obtained, in either case, which actual loss
or expense shall be equal to an amount equal to the excess, as reasonably
determined by the Lender, of (i) its cost of obtaining funds for such
Advances for the period from the date of such payment through the following
Reset Date over (ii) the amount of interest likely to be realized by such
Lender in redeploying the funds not utilized by reason of such payment for such
period.  This Section 2.07 shall survive termination of this Loan Agreement
and payment of the Note.
	Requirements of Law.


	If any Requirement of Law (other than with respect to
any amendment made to the Lender's certificate of incorporation and by laws or
other organizational or governing documents) or any change in the interpretation
or application thereof or compliance by the Lender with any request or directive
(whether or not having the force of law) from any central bank or other
Governmental Authority made subsequent to the date hereof

	shall subject the Lender to any tax of any kind whatsoever with respect to
this Loan Agreement, the Note or any Advance made by it (excluding net income
taxes) or change the basis of taxation of payments to the Lender in respect
thereof;
	shall impose, modify or hold applicable any reserve, special deposit,
compulsory Advance or similar requirement against assets held by deposits or
other liabilities in or for the account of Advances or other extensions of
credit by, or any other acquisition of funds by any office of the Lender which
is not otherwise included in the determination of the LIBO Base Rate
hereunder;
	shall impose on the Lender any other condition;



and the result of any of the foregoing is to increase the cost to the
Lender, by an amount which the Lender deems to be material, of making,
continuing or maintaining any Advance or to reduce any amount receivable
hereunder in respect thereof, then, in any such case, the Borrower shall
promptly pay the Lender such additional amount or amounts as will compensate the
Lender for such increased cost or reduced amount receivable thereafter
incurred.

	If the Lender shall have determined that the adoption
of or any change in any Requirement of Law (other than with respect to any
amendment made to the Lender's certificate of incorporation and by-laws or other
organizational or governing documents) regarding capital adequacy or in the
interpretation or application thereof or compliance by the Lender or any
corporation controlling the Lender with any request or directive regarding
capital adequacy (whether or not having the force of law) from any Governmental
Authority made subsequent to the date hereof shall have the effect of reducing
the rate of return on the Lender's or such corporation's capital as a
consequence of its obligations hereunder to a level below that which the Lender
or such corporation (taking into consideration the Lender's or such
corporation's policies with respect to capital adequacy) by an amount deemed by
the Lender to be material, then from time to time, the Borrower shall promptly
pay to the Lender such additional amount or amounts as will thereafter
compensate the Lender for such reduction.
	If the Lender becomes entitled to claim any additional amounts pursuant to
this subsection, it shall promptly notify the Borrower of the event by reason of
which it has become so entitled.  A certificate as to any additional amounts
payable pursuant to this subsection submitted by the Lender to the Borrower
shall be conclusive in the absence of manifest error.
	Purpose of Advances.

Each Advance shall be used to finance the origination or purchase of Eligible
Mortgage Loans identified to the Lender in writing on each Mortgage Loan
Schedule as such Mortgage Loan Schedule may be amended from time to time.

	Payments; Computations;
Taxes; Commitment Fee.


	Payments.

Except to the extent otherwise provided herein, all payments of principal,
interest and other amounts to be made by the Borrower under this Loan Agreement
and the Note, shall be made in Dollars, in immediately available funds, without
deduction, set-off or counterclaim, to the Lender at the following account
maintained by the Lender at The Chase Manhattan Bank:  Account Number 140095961,
For the A/C of Greenwich Capital Financial Products, Inc., ABA# 021000021, Attn:
Brett Kibbe, not later than 1:00 p.m., eastern time, on the date on which
such payment shall become due (each such payment made after such time on such
due date to be deemed to have been made on the next succeeding Business Day).
The Borrower acknowledges that it has no rights of withdrawal from the foregoing
account.

	Computations.
Interest on the Advances shall be computed on the basis of a 3 60-day year for
the actual days elapsed (including the first day but excluding the last day)
occurring in the period for which payable.

	U.S.
Taxes.


	The Borrower agrees to pay to the Lender such
additional amounts as are necessary in order that the net payment of any amount
due to the Lender hereunder after deduction for or withholding in respect of any
U.S. Tax (as defined below) imposed with respect to such payment (or in lieu
thereof, payment of such U.S. Tax by the Lender), will not be less than the
amount stated herein to be then due and payable; provided, that the
foregoing obligation to pay such additional amounts shall not apply:

	to any payment to the Lender hereunder unless the Lender is entitled to
submit a Form 1001 (relating to the Lender and entitling it to a complete
exemption from withholding on all interest to be received by it hereunder in
respect of the Advances) or Form 4224 (relating to all interest to be received
by the Lender hereunder in respect of the Advances), or
	to any U.S. Tax imposed solely by reason of the failure by the Lender to
comply with applicable certification, information, documentation or other
reporting requirements concerning the nationality, residence, identity or
connections with the United States of America of the Lender if such compliance
is required by statute or regulation of the United States of America as a
precondition to relief or exemption from such U.S. Tax.



For the purposes of this Section 3.03(a), (w) "Form
1001" shall mean Form 1001 (Ownership, Exemption, or Reduced Rate
Certificate) of the Department of the Treasury of the United States of America,
(x) "Form 4224" shall mean Form 4224 (Exemption from Withholding of
Tax on Income Effectively Connected with the Conduct of a Trade or Business in
the United States) of the Department of the Treasury of the United States of
America (or in relation to either such Form such successor and related forms as
may from time to time be adopted by the relevant taxing authorities of the
United States of America to document a claim to which such Form relates), and
(y) "U.S. Taxes" shall mean any present or future tax, assessment or
other charge or levy imposed by or on behalf of the United States of America or
any taxing authority thereof or therein.

	Within 30 days after paying any such amount to the
Lender, and within 30 days after it is required by law to remit such deduction
or withholding to any relevant taxing or other authority, the Borrower shall
deliver to the Lender evidence satisfactory to the Lender of such deduction,
withholding or payment (as the case may be).
	The Lender represents and warrants to the Borrower that on the date hereof
the Lender is either incorporated under the laws of the United States or a State
thereof or is entitled to submit a Form 1001 (relating to the Lender and
entitling it to a complete exemption from withholding on all interest to be
received by it hereunder in respect of the Advances) or Form 4224 (relating to
all interest to be received by the Lender hereunder in respect of the
Advances).
	Commitment Fee.  Subject to
Section 5.02(i) hereof, the Borrower agrees to pay to the Lender a
commitment fee equal to $750,000, such payment to be made in Dollars, in
immediately available funds, without deduction, set-off or counterclaim, to the
Lender.  The Commitment Fee shall be paid in two equal installments of $375,000,
the first installment to be paid on the Effective Date and the second
installment to be paid on the three month anniversary of the Effective
Date.

	Non-Utilization
Fee.  On a monthly basis, Lender shall determine the average monthly
utilization during such month by Borrower of the Maximum Committed Amount made
available hereunder by dividing (a) the sum of the Advances outstanding on
each day during such month divided by (b) the number days in such calendar
month.  If such average amount determined for any month as a percentage of the
then applicable Maximum Committed Amount (the "Utilization Percentage")
is less than 50%, Borrower shall pay to Lender, on the Payment Date in the next
following calendar month or on the Termination Date if such date is sooner, a
non-utilization fee equal to the product of (i) 0.25% (.0025) per annum,
times (ii) the Maximum Committed Amount, times (iii) 1 minus the
Utilization Percentage.  If the Utilization Percentage in any month is greater
than or equal to 50% Lender shall not be entitled to a non-utilization fee for
that month.  Lender may, in its sole discretion, net such non-utilization fee
from the proceeds of any Advance made to Borrower hereunder.

	Collateral
Security.


	Collateral; Security
Interest.


	Pursuant to the Custodial Agreement, the Custodian
shall hold the Mortgage Loan Documents as exclusive bailee and agent for the
Lender pursuant to the terms of the Custodial Agreement and shall deliver to the
Lender Trust Receipts with Exception Reports (as such terms are defined in the
Custodial Agreement) to the effect that it has reviewed such Mortgage Loan
Documents in the manner required by the Custodial Agreement and identifying any
deficiencies in such Mortgage Loan Documents as so reviewed.
	Each of the following items or types of property, whether now owned or
hereafter acquired, now existing or hereafter created and wherever located, is
hereinafter referred to as the "Collateral":

	all Mortgage Loans identified on a Notice of Borrowing and Pledge delivered
by the Borrower to the Lender and the Custodian from time to time;
	all Mortgage Loan Documents, including without limitation all promissory
notes, and all Servicing Records (as defined in Section 11.15(b) below),
and any other collateral pledged or otherwise relating to such Mortgage Loans,
together with all files, material documents, instruments, surveys (if
available), certificates, correspondence, appraisals, computer records, computer
storage media, Mortgage Loan accounting records and other books and records
relating thereto;
	all mortgage guaranties and insurance (issued by governmental agencies or
otherwise) and any mortgage insurance certificate or other document evidencing
such mortgage guaranties or insurance relating to any Mortgage Loans and all
claims and payments thereunder;
	all other insurance policies and insurance proceeds relating to any Mortgage
Loans or the related Mortgaged Property;
	all Interest Rate Protection Agreements relating to any or all of the
foregoing;
	any purchase agreements or other agreements or contracts relating to or
constituting any or all of the foregoing;
	all purchase or take-out commitments relating to or constituting any or all
of the foregoing;
	all "accounts", "chattel paper" and "genera] intangibles" as defined in the
Uniform Commercial Code relating to or constituting any or all of the foregoing;
and
	any and all replacements, substitutions, distributions on or proceeds of any
or all of the foregoing.



	The Borrower hereby assigns, pledges and grants a security interest to the
Lender in all of its right, title and interest in, to and under all the
Collateral, whether now owned or hereafter acquired, now existing or hereafter
created and wherever located, to secure the repayment of principal of and
interest on all Advances and all other amounts owing to the Lender hereunder,
under the Note and under the other Loan Documents (collectively, the "Secured
Obligations a~").  The Borrower agrees to mark their computer records and tapes
to evidence the security interests granted to the Lender hereunder.
	Further Documentation.  At any time and
from time to time, upon the written request of the Lender, and at the sole
expense of the Borrower, the Borrower will promptly and duly execute and
deliver, or will promptly cause to be executed and delivered, such further
instruments and documents and take such further action as the Lender may
reasonably request for the purpose of obtaining or preserving the full benefits
of this Loan Agreement and of the rights and powers herein granted, inching,
without limitation, the filing of any financing or continuation statements under
the Uniform Commercial Code in effect in any jurisdiction with respect to the
Liens created hereby.  The Borrower also hereby authorizes the Lender to file
any such financing or continuation statement without the signature of the
Borrower to the extent permitted by applicable law.  A carbon, photographic or
other reproduction of this Loan Agreement shall be sufficient as a financing
statement for filing in any jurisdiction.

	Changes in Locations, Name,
etc.  The Borrower shall not (i) change the location of its
chief executive office/chief place of business from that specified in
Section 6 hereof or (ii) change its name, identity or corporate
structure (or the equivalent) or change the location where it maintains its
records with respect to the Collateral unless it shall have given the Lender at
least 30 days prior written notice thereof and shall have delivered to the
Lender all Uniform Commercial Code financing statements and amendments thereto
as the Lender shall request and taken all other actions deemed reasonably
necessary by the Lender to continue its perfected status in the Collateral with
the same or better priority.

	Lender's Appointment as
Attorney in Fact.


	The Borrower hereby irrevocably constitutes and
appoints the Lender and any officer or agent thereof, with fill power of
substitution, as its true and lawful attorney in-fact with full irrevocable
power and authority in the place and stead of the Borrower and in the name of
the Borrower or in its own name, from time to time in the Lender's discretion,
for the purpose of carrying out the terms of this Loan Agreement, to take any
and all appropriate action and to execute any and all documents and instruments
which may be necessary or desirable to accomplish the purposes of this Loan
Agreement, and, without limiting the generality of the foregoing, the Borrower
hereby gives the Lender the power and right, on behalf of the Borrower, without
assent by, but with notice to, the Borrower, if an Event of Default shall have
occurred and be continuing, to do the following:

	in the name of the Borrower or its own name, or otherwise, to take
possession of and endorse and collect any checks, drafts, notes, acceptances or
other instruments for the payment of moneys due under any mortgage insurance or
with respect to any other Collateral and to file any claim or to take any other
action or proceeding in any court of law or equity or otherwise deemed
appropriate by the Lender for the purpose of collecting any and all such moneys
due under any such mortgage insurance or with respect to any other Collateral
whenever payable;
	to pay or discharge taxes and Liens levied or placed on or threatened
against the Collateral; and
	(A) to direct any party liable for any payment under any Collateral to
make payment of any and al] moneys due or to become due thereunder directly to
the Lender or as the Lender shall direct; (B) to ask or demand for,
collect, receive payment of and receipt for, any and all moneys, claims and
other amounts due or to become due at any time in respect of or arising out of
any Collateral; (C) to sign and endorse any invoices, assignments,
verifications, notices and other documents in connection with any of the
Collateral; (D) to commence and prosecute any suits, actions or proceedings
at law or in equity in any court of competent jurisdiction to collect the
Collateral or any thereof and to enforce any other right in respect of any
Collateral; (E) to defend any suit, action or proceeding brought against
the Borrower with respect to any Collateral; (F) to settle, compromise or
adjust any suit, action or proceeding described in clause (E) above and, in
connection therewith, to give such discharges or releases as the Lender may deem
appropriate; and (G) generally, to sell, transfer, pledge and make any
agreement with respect to or otherwise deal with any of the Collateral as fully
and completely as though the Lender were the absolute owner thereof for all
purposes, and to do, at the Lender's option and the Borrower's expense, at any
time, or from time to time, all acts and things which the Lender deems necessary
to protect, preserve or realize upon the Collateral and the Lender's Liens
thereon and to effect the intent of this Loan Agreement, all as fully and
effectively as the Borrower might do.



The Borrower hereby ratifies all that said attorneys shall lawfully do
or cause to be done by virtue hereof.  This power of attorney is a power coupled
with an interest and shall be irrevocable.

	The Borrower also authorizes the Lender, at any time
and from time to time, to execute, in connection with the sale provided for in
Section 4.07 hereof, any endorsements, assignments or other instruments of
conveyance or transfer with respect to the Collateral.
	The powers conferred on the Lender are solely to protect the Lender's
interests in the Collateral and shall not impose any duty upon the Lender to
exercise any such powers.  The Lender shall be accountable only for amounts that
it actually receives as a result of the exercise of such powers, and neither the
Lender nor any of its officers, directors, or employees shall be responsible to
the Borrower for any act or failure to act hereunder, except for its own gross
negligence or willful misconduct.
	Performance by Lender of Borrower's
Obligations.  If the Borrower fails to perform or comply with any of
its material agreements contained in the Loan Documents and the Lender may
itself perform or comply, or otherwise cause performance or compliance, with
such agreement, the reasonable out-of-pocket expenses of the Lender incurred in
connection with such performance or compliance, together with interest thereon
at a rate per annum equal to the Post-Default Rate, shall be payable by the
Borrower to the Lender on demand and shall constitute Secured
Obligations.

	Proceeds.  If an
Event of Default shall occur and be continuing, (a) all proceeds of
Collateral received by the Borrower consisting of cash, checks and other near-
cash items shall be held by the Borrower in trust for the Lender, segregated
from other funds of the Borrower, and shall forthwith upon receipt by the
Borrower be fumed over to the Lender in the exact form received by the Borrower
(duly endorsed by the Borrower to the Lender, if required) and (b) any and
all such proceeds received by the Lender will be applied by the Lender against,
the Secured Obligations.  Any balance of such proceeds remaining after
the Secured Obligations shall have been paid in full and this Loan Agreement
shall have been terminated shall be promptly paid over to the Borrower or to
whomsoever may be lawfully entitled to receive the same.  For purposes hereof,
proceeds shall include, but not be limited to, all principal and interest
payments, all prepayments and payoffs, insurance claims, condemnation awards,
sale proceeds, real estate owned rents and any other income and all other
amounts received with respect to the Collateral.

	Remedies.  If an
Event of Default shall occur and be continuing, the Lender may exercise, in
addition to all other rights and remedies granted to it in this Loan Agreement
and in any other instrument or agreement securing, evidencing or relating to the
Secured Obligations, all rights and remedies of a secured party under the
Uniform Commercial Code.  Without limiting the generality of the foregoing, the
Lender without demand of performance or other demand, presentment, protest,
advertisement or notice of any kind (except any notice required by law referred
to below) to or upon the Borrower or any other Person (all and each of which
demands, defenses, advertisements and notices are hereby waived), may in such
circumstances forthwith collect, receive, appropriate and realize upon the
Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give
option or options to purchase, or otherwise dispose of and deliver the
Collateral or any part thereof (or contract to do any of the foregoing), in one
or more parcels or as an entirety at public or private sale or sales, at any
exchange, broker's board or office of the Lender or elsewhere upon such terms
and conditions and at prices that are consistent with the prevailing market for
similar collateral as it may deem advisable and at such prices as it may deem
best, for cash or on credit or for fixture delivery without assumption of any
credit risk.  The Lender shall act in good faith to obtain the best execution
possible under prevailing market conditions.  The Lender shall lave the right
upon any such public sale or sales, and, to the extent permitted by law, upon
any such private sale or sales, to purchase the whole or any part of the
Collateral so sold, free of any right or equity of redemption in the Borrower,
which right or equity is hereby waived or released.  The Borrower further
agrees, at the Lender's request, to assemble the Collateral and make it
available to the Lender at places which the Lender shall reasonably select,
whether at the Borrower's premises or elsewhere.  The Lender shall apply the net
proceeds of any such collection, recovery, receipt, appropriation, realization
or sale, after deducting all reasonable costs and expenses of every kind
incurred therein or incidental to the care or safekeeping of any of the
Collateral or in any way relating to the Collateral or the rights of the Lender
hereunder, including, without ]imitation, reasonable attorneys' fees and
disbursements, to the payment in whole or in part of the Secured Obligations, in
such order as the Lender may elect, and only after such application and after
the payment by the Lender of any other amount required or permitted by any
provision of law, including, without ]imitation, Section 9-504(1)(c) of the
Uniform Commercial Code, need the Lender account for the surplus, if any, to the
Borrower.  To the extent permitted by applicable law, the Borrower waives all
claims, damages and demands it may acquire against the Lender arising out of the
exercise by the Lender of any of its rights hereunder, other than those claims,
damages and demands arising from the gross negligence or willful misconduct of
the Lender.  If any notice of a proposed sale or other disposition of Collateral
shall be required by law, such notice shall be deemed reasonable and proper if
given at least 10 days before such sale or other disposition.  The Borrower
shall remain liable for any deficiency (plus accrued interest thereon as
contemplated pursuant to Section 2.05(b) hereof) if the proceeds of any
sale or other disposition of the Collateral are insufficient to pay the Secured
Obligations and the reasonable fees and disbursements of any attorneys employed
by the Lender to collect such deficiency.

	Limitation on Duties
Regarding Presentation of Collateral.   The Lender's duty with
respect to the custody, safekeeping and physical preservation of the Collateral
in its possession, under Section 9-207 of the Uniform Commercial Code or
otherwise, shall be to deal with it in the same manner as the Lender deals with
similar property for its own account.  Neither the Lender nor any of its
directors, officers or employees shall be liable for failure to demand, collect
or realize upon all or any part of the Collateral or for any delay in doing so
or shall be under any obligation to sell or otherwise dispose of any Collateral
upon the request of the Borrower or otherwise.

	Powers Coupled with an
Interest.  All authorizations and agencies herein contained with
respect to the Collateral are irrevocable and powers coupled with an
interest.

	Release of Security
Interest.  Upon termination of this Loan Agreement and repayment to
the Lender of all Secured Obligations and the performance of all obligations
under the Loan Documents the Lender shall release its security interest in any
remaining Collateral; provided that if any payment, or any part thereof, of any
of the Secured Obligations is rescinded or must otherwise be restored or
returned by the Lender upon the insolvency, bankruptcy, dissolution, liquidation
or reorganization of the Borrower, or upon or as a result of the appointment of
a receiver, intervenor or conservator of, or a trustee or similar officer for
the Borrower or any substantial part of its Property, or otherwise, this Loan
Agreement, all rights hereunder and the Liens created hereby shall continue to
be effective, or be reinstated, until such payments have been made.

	Establishment of the
Collection Amount.


	The Borrower shall establish and maintain the
Collection Account, which shall be entitled "Greenwich Capital Financial
Products, Inc." The Borrower shall not change the name of the account without
the prior written consent of the Lender.  Such Collection Account shall be
subject to a Collection Account Agreement.
	The Borrower shall and shall cause each Subservicer to deposit all
Collections in the Collection Account in accordance with the applicable
Servicing Agreement.
	Conditions Precedent.


	Initial Advance.
The obligation of the Lender to make its initial Advance hereunder is subject to
the satisfaction, immediately prior to or concurrently with the making of such
Advance, of the following conditions precedent:


	Loan Agreement.  The Lender shall have received
this Loan Agreement, executed and delivered by a duly authorized officer of the
Borrower.

	Loan Documents.  The Lender shall have received the following
documents, each of which shall be satisfactory to the Lender in form and
substance:


	Note.  The Note, duly completed and executed; and

	Custodial Agreement.  The Custodial Agreement, duly executed and
delivered by the Borrower and the Custodian.  In addition, the Borrower shall
have filed all Uniform Commercial Code and related filings and performed under
the Custodial Agreement and taken such other action as the Lender shall have
requested in order to perfect the security interests created pursuant to the
Loan Agreement.

	Organizational Documents.  A good standing certificate and certified
copies of the charter and by-laws (or equivalent documents) of the Borrower and
of all corporate or other authority for the Borrower with respect to the
execution, delivery and performance of the Loan Documents and each other
document to be delivered by the Borrower from time to time in connection
herewith (and the Lender may conclusively rely on such certificate until it
receives notice in writing from the Borrower to the contrary).

	Legal Opinion A legal opinion of counsel to the Borrower,
substantially in the form attached hereto as Exhibit C.

	Collection Account Agreement.  The Lender shall have received a
Collection Account Agreement substantially in the form of Exhibit G
hereof executed by duly authorized officers of the Borrower and the
Collection Bank.

	Filings, Registrations, Recordings.  Any documents (including,
without limitation, financing statements) required to be filed, registered or
recorded in order to create, in favor of the Lender, a perfected, first-priority
security interest in ale Collateral, subject to no Liens other than those
created hereunder, shall have been properly prepared and executed for filing
(including the applicable county(ies) if the Lender determines such filings are
necessary in its reasonable discretion), registration or recording in each
office in each jurisdiction in which such filings, registrations and
recordations are required to perfect such first-priority security interest.

	Fees and Expenses.  The Lender shall have received all fees and
expenses required to be paid by the Borrower on or prior to the initial Funding
Date pursuant to Section 11.03(b) and such fees and expenses may be netted
out of any Advance made by the Lender hereunder.

	Financial Statements.  The Lender shall have received the financial
statements referenced in Section 7.01(a).

	Underwriting Guidelines.  The Lender and the Borrower shall have
agreed upon the Underwriting Guidelines for Mortgage Loans and the Lender shall
have received a copy thereof.

	Consents, Licenses, Approvals, etc.  The Lender shall have received
copies certified by the Borrower of all consents, licenses and approvals, if
any, required in connection with the execution, delivery and performance by the
Borrower of, and the validity and enforceability of, the Loan Documents, which
consents, licenses and approvals shall be in full force and effect.

	Insurance.  The Lender shall have received evidence in form and
substance satisfactory to the Lender showing compliance by the Borrower as of
such initial Funding Date with Section 7.22 hereof.
	(1)Securitization Letter.  The Lender shall have received the
Securitization Letter, in form and substance satisfactory to the Lender and
executed by a duly authorized officer of the Borrower.

	Gestation Documents.  The Lender and the Borrower shall have executed
the program documents for a gestation program between the Borrower and the
Lender, in form and substance satisfactory to the Lender.

	Additional Collateral.  The Borrower shall deliver to the Lender cash
collateral in an amount equal to $2,500,000 which shall be held by the Lender as
additional Collateral; provided that such cash collateral shall not be taken
into account in determining whether a Borrowing Base Deficiency exists
hereunder.

	Other Documents.  The Lender shall have received such other documents
as the Lender or its counsel may reasonably request.

The Borrower's delivery to the Lender of the items listed in clauses
(a), (b), (i), (c), (k), (1) and (m) of this Section 5.01 shall be a
condition precedent to the execution of this Loan Agreement by the Lender.

	Initial and Subsequent
Advances.  The making of each Advance to the Borrower (including the
initial Advance) on any Business Day is subject to the following further
conditions precedent, both immediately prior to the making of such Advance and
also after giving effect thereto and to the intended use thereof


	no Default or Event of Default shall have occurred and
be continuing;
	both immediately prior to the making of such Advance and also after giving
effect thereto and to the intended use thereof, the representations and
warranties made by the Borrower in Section 6 hereof, and in each of the
other Loan Documents, shall be true and complete on and as of the date of the
making of such Advance in all respects (in the case of the representations and
warranties in Section 6.23 and Schedule 1, solely with respect to Mortgage
Loans included in the Borrowing Base) with the same force and effect as if made
on and as of such date (or, if any such representation or warranty is expressly
stated to have been made as of a specific date, as of such specific date).  At
the request of the Lender, the Lender shall have received an officer's
certificate signed by a Responsible Officer of the Borrower certifying as to the
truth and accuracy of the above, which certificate shall specifically include a
statement that the Borrower is in compliance with all governments] licenses and
authorizations and is qualified to do business and in good standing in all
required jurisdictions;
	the aggregate outstanding principal amount of the Advances shall not exceed
the Borrowing Base or the Maximum Credit;
	subject to the Lender's right to perform one or more Due Diligence Reviews
pursuant to Section 11.16 hereof, the Lender shall have completed its due
diligence view of the Mortgage Loan Documents for each Advance and such other
documents, records, agreements, instruments, mortgaged properties or information
relating to such Advances as the Lender in its reasonable discretion deems
appropriate to review and such review shall be satisfactory to the Lender in its
reasonable discretion)
	the Lender shall have received a Notice of Borrowing and Pledge, Loan List
and Mortgage Loan Data Transmission and all other documents required under
Section 2.03;
	the Lender shall have received from the Custodian a Custodian Loan
Transmission and one or more Trust Receipts in respect of Mortgage Loans to be
pledged hereunder on such Business Day and an Exception Report, in each case
dated such Business Day and duly completed;
	in the event that the Mortgage Loans to be pledged would cause the aggregate
outstanding principal balance of Mortgage Loans pledged secured by Mortgaged
Property from any state to exceed 15% of the aggregate outstanding principal
balance of Mortgage Loans pledged hereunder, then the Borrower shall, upon
request by the Lender, deliver an opinion of counsel acceptable to the Lender in
such state, substantially in the form of items number 12 and 13 of
Exhibit C;
	with respect to any Mortgage Loan that was funded in the name of or acquired
by a Qualified Originator which is an Affiliate of the Borrower, the Lender may,
in its sole discretion, require the Borrower to provide evidence sufficient to
satisfy the Lender that such Mortgage Loan was acquired in a legal sale,
including without limitation, an opinion, in form and substance and from an
attorney, in both cases, acceptable to the Lender in its sole discretion, that
such Mortgage Loan was acquired in a legal sale;
	neither of the following shall have occurred and/or be continuing:

	an event or events resulting in the inability of the Lender to finance any
Advances with traditional counterparties at rates which would have been
reasonable prior to the occurrence of such event or events or a material adverse
change in the financial condition of the Lender which affects (or can reasonably
be expected to affect) materially and adversely the ability of the Lender to
fixed its obligations under or otherwise comply with the temps of this Loan
Agreement; or;
	any other event beyond the control of the Lender shall have occurred which
the Lender reasonably determines may result in the Lender's inability to perform
its obligations under this Loan Agreement including, without limitation, acts of
God, strikes, lockouts, riots, acts of war or terrorism, epidemics,
nationalization, expropriation, currency restrictions, fire, communication line
failures, computer viruses, power failures, earthquakes, or other disasters of a
similar nature to the foregoing.



In the event of an occurrence of any of the events described in
clauses (i) or (ii) above, the Commitment Fee payable by the Borrower
shall be prorated on the basis of the actual number of days during which this
Loan Agreement was in effect.

	if any Mortgage Loans to be pledged hereunder were
acquired by the Borrower, such Mortgage Loans shall conform to the Borrower's
Underwriting Guidelines or the Lender shall have received Underwriting
Guidelines for such Mortgage Loans acceptable to the Lender in its reasonable
discretion; and
	the Lender shall have received all information requested from the Borrower
relating to Interest Rate Protection Agreements pursuant to Section 7.25,
and the Lender shall have reasonably determined that such Interest Rate
Protection Agreements adequately protect the Borrower from interest rate
fluctuations.

Each request for a borrowing by the Borrower hereunder shall
constitute a certification by the Borrower to the effect set forth in this
Section (both as of the date of such notice, request or confirmation and as of
the date of such borrowing).

	Representations and
Warranties.

The Borrower represents and warrants to the Lender that throughout the term
of this Loan Agreement:

	Existence.  The
Borrower (a) is a corporation duly organized, validly existing and in good
standing under the laws of the jurisdiction of its organization, (b) has
all requisite corporate or other power, and has all governmental licenses,
authorizations, consents and approvals, necessary to own its assets and carry on
its business as now being or as proposed to be conducted, except where the lack
of such licenses, authorizations, consents and approvals would not be reasonably
likely to have a material adverse effect on its property, business or financial
condition, or prospects; and (c) is qualified to do business and is in good
standing in all other jurisdictions in which the nature of the business
conducted by it makes such qualification necessary, except where failure so to
qualify would not be reasonably (either individually or in the aggregate) to
have a material adverse effect on its property, business or financial condition,
or prospects and (d) is in compliance in all material respect with all
Requirements of Law.

	Financial
Condition.  The Borrower has heretofore furnished to the Lender a
copy of its audited consolidated balance sheets and the audited consolidated
balance sheets of its consolidated Subsidiaries, each as at December 31,
2001 with the opinion thereon of PricewaterhouseCoopers LLP, a copy of which has
been provided to Lender.  The Borrower has also heretofore furnished to the
Lender the related consolidated statements of income and retained earnings and
of cash flows for the Borrower and its consolidated Subsidiaries for the period,
setting forth comparative form the figures for the previous year.  All such
financial statements are materially complete and correct and fairly present the
consolidated financial condition of the Borrower and its Subsidiaries and the
consolidated results of their operations for the fiscal year ended on said date,
all in accordance with GAAP applied on a consistent basis.  Since
December 31, 2001 there has been no development or event nor any
prospective development or event which has had or should reasonably be expected
to have a Material Adverse Effect.

	Litigation.  There
are no actions, suits, arbitrations, investigations or proceedings pending or,
to its knowledge, threatened against the Borrower or any of its Subsidiaries or
affecting any of the property thereof before any Governmental Authority,
(i) as to which individually or in the aggregate there is a reasonable
likelihood of an adverse decision which would be reasonably likely to have a
material adverse effect on the property, business or financial condition, or
prospects of the Borrower or (ii) which questions the validity or
enforceability of any of the Loan Documents or any action to be taken in
connection with the transactions contemplated hereby and there is a reasonable
likelihood of a materially adverse effect or decision.

	No Breach.
Neither (a) the execution and delivery of the Loan Documents or
(b) the consummation of the transactions therein contemplated in compliance
with the terms and provisions thereof will conflict with or result in a breach
of the charter or by-haws of the Borrower, or any applicable law, rule or
regulation, or any order, writ, injunction or decree of any Governmental
Authority, or other material agreement or instrument to which the Borrower, or
any of its Subsidiaries, is a party or by which any of them or any of their
property is bound or to which any of them is subject, or constitute a default
under any such material agreement or instrument, or (except for the Liens
created pursuant to this Loan Agreement) result in the creation or imposition of
any Lien upon any property of the Borrower or any of its Subsidiaries, pursuant
to the terms of any such agreement or instrument.

	Action.  The
Borrower has all necessary corporate or other power, authority and legal right
to execute, deliver and perform its obligations under each of the Loan Documents
to which it is a party; the execution, delivery and performance by the Borrower
of each of the Loan Documents to which it is a party has been duly authorized by
all necessary corporate or other action on its part; and each Loan Document has
been duly and validly executed and delivered by the Borrower and constitutes a
legal, valid and binding obligation of the Borrower, enforceable against the
Borrower in accordance with its terms.

	Approvals.  No
authorizations, approvals or consents of, and no filings or registrations with,
any Governmental Authority, or any other Person, are necessary for the
execution, delivery or performance by the Borrower of the Loan Documents to
which it is a party or for the legality, validity or enforceability thereof,
except for filings and recordings in respect of the Liens created pursuant to
this Loan Agreement.

	Margin Relations.
Neither the making of any Advance hereunder, nor the use of the proceeds
thereof, will violate or be inconsistent with the provisions of Regulation G, T,
U or X.

	Taxes.  The
Borrower and its Subsidiaries have filed all Federal income tax returns and all
other material tax returns that are required to be filed by them and have paid
all taxes due pursuant to such returns or pursuant to any assessment received by
any of them, except for any such taxes, if any, that are being appropriately
contested in good faith by appropriate proceedings diligently conducted and with
respect to which adequate reserves have been provided.  The charges, accruals
and reserves on the books of the Borrower and its Subsidiaries in respect of
taxes and other governmental charges are, in the opinion of the Borrower,
adequate.

	Investment Company
Act.  Neither the Borrower nor any of its Subsidiaries is an
"investment company", or a company "controlled" by an "investment company",
within the meaning of the Investment Company Act of 1940, as amended.  The
Borrower is not subject to any Federal or state statute or regulation which
limits its ability to incur indebtedness.

	No Legal Bar.  The
execution, delivery and performance of this Loan Agreement and the Note, the
borrowings hereunder and the use of the proceeds thereof will not violate any
Requirement of Law or Contractual Obligation of the Borrower or of any of its
Subsidiaries and will not result in, or require, the creation or imposition of
any Lien (other than the Liens created hereunder) on any of its or their
respective properties or revenues pursuant to any such Requirement of Law or
Contractual Obligation.

	No Default.
Neither the Borrower nor any of its Subsidiaries is in default under or with
respect to any of its Contractual Obligations in any respect which should
reasonably be expected to have a Material Adverse Effect.  No Default or Event
of Default has occurred and is continuing.

	Collateral; Collateral
Security.


	The Borrower has not assigned, pledged, or otherwise
conveyed or encumbered any Mortgage Loan to any other Person, and immediately
prior to the pledge of any such Mortgage Loan, the Borrower was the sole owner
of such Mortgage Loan and had good and marketable title thereto, free and clear
of all Liens, in each case except for Liens to be released simultaneously with
the Liens granted in favor of the Lender hereunder and no Person other than the
Borrower has any Lien on any Mortgage Loan.
	The provisions of this Loan Agreement are effective to create in favor of
the Lender a valid security interest in all right, title and interest of the
Borrower in, to and under the Collateral.
	Upon receipt by the Custodian of each Mortgage Note, endorsed in blank by a
duly authorized officer of the Borrower, the Lender shall have a fully perfected
first priority security interest therein, in the Mortgage Loan evidenced thereby
and in the Borrower's interest in the related Mortgaged Property.
	Upon the filing of financing statements on Form UCC-1 naming the Lender as
"Secured Party" and the Borrower as "Debtor", and describing the Collateral, in
the jurisdictions and recording offices listed on Schedule 2 attached hereto,
the security interests granted hereunder in the Collateral will constitute fully
perfected first priority security interests under the Uniform Commercial Code in
all right, title and interest of the Borrower in, to and under such Collateral,
which can be perfected by filing under the Uniform Commercial Code.
	Chief Executive Office; Chief Operating
Office.  The Borrower's chief executive office and chief operating
office on the Effective Date is located at 5875 Arnold Road, Dublin, California
94568.

	Location of Books and
Records.  The location where the Borrower keeps its books and records
including all computer tapes and records relating to the Collateral is its chief
executive office or chief operating office or the offices of the
Custodian.

	True and Complete
Disclosure.  The information, reports, financial statements, exhibits
and schedules furnished in writing by or on behalf of the Borrower to the Lender
in connection with the negotiation, preparation or delivery of this Loan
Agreement and the other Loan Documents or included herein or therein or
delivered pursuant hereto or thereto, when taken as a whole, do not contain any
untrue statement of material fact or omit to state any material fact necessary
to make the statements herein or therein, in light of the circumstances under
which they were made, not misleading.  All written information famished after
the date hereof by or on behalf of the Borrower to the Lender in connection with
this Loan Agreement and the other Loan Documents and the transactions
contemplated hereby and thereby will be true, complete and accurate in every
material respect, or (in the case of projections) based on reasonable estimates,
on the date as of which such information is stated or certified.  There is no
fact known to a Responsible Officer that, after due inquiry, could reasonably be
expected to have a Material Adverse Effect that has not been disclosed herein,
in the in the other Loan Documents or in a report, financial statement, exhibit,
schedule, disclosure letter or other writing furnished to the Lender for use in
connection with the transactions contemplated hereby or thereby.

	Tangible Net Worth;
Liquidity.  The Borrower's Tangible Net Worth is not less than the
greater of (i) $30,000,000 or (ii) any higher amount provided under
any other repurchase, financing, credit or other similar transaction to which
the Borrower is a party.  The Borrower has Cash Equivalents in an amount not
less than $15,000,000 (taking into account any amounts held by the Lender
pursuant to Section 5.01(n) of this Loan Agreement).  The ratio of the
Borrower's Total Indebtedness to Tangible Net Worth is not greater than the
lesser of (i) 10:1 or (ii) any ratio provided under any other
repurchase, financing, credit or other similar transaction to which the Borrower
is a party.

	ERISA.  Each Plan
to which the Borrower or its Subsidiaries make direct contributions, and, to the
knowledge of the Borrower, each other Plan and each Multiemployer Plan, is in
compliance in all material respects with, and has been administered in all
material respects in compliance with, the applicable provisions of ERISA, the
Code and any other Federal or State law.  No event or condition has occurred and
is continuing as to which the Borrower would be under an obligation to furnish a
report to the Lender under Section 7.01(d) hereof.

	Licenses.  The
Lender will not be required as a result of financing or taking a pledge of the
Mortgage Loans to be licensed, registered or approved or to obtain permits or
otherwise qualify (i) to do business in any state in which it currently so
required or (ii) under any state consumer lending, fair debt collection or
other applicable state statute or regulation.

	Relevant States.
Schedule 3 sets forth all of the states or other jurisdictions (the "Relevant
States") in which the Borrower originates Mortgage Loans in its own name or
through brokers on the date of this Loan Agreement.

	True Sales.  Any
and all interest of a Qualified Originator in, to and under any Mortgage funded
in the name of or acquired by such Qualified Originator or seller which is an
Affiliate of the Borrower has been sold, transferred, conveyed and assigned to
the Borrower pursuant to a legal sale and such Qualified Originator retains no
interest in such Mortgage Loan, and if so requested by the Lender, is covered by
an opinion of counsel to that effect in form and substance acceptable to the
Lender.

	No Burdensome
Restrictions.  No Requirement of Law or Contractual Obligation of the
Borrower or any of its Subsidiaries has a Material Adverse Effect.

	Subsidiaries.  All
of the Subsidiaries of the Borrower at the date hereof are listed on Schedule 4
to this Loan Agreement.

	Origination and Acquisition
of Mortgage Loans.  The Mortgage Loans were originated or acquired by
the Borrower, and the origination and collection practices used by the Borrower
or Qualified Originator, applicable, with respect to the Mortgage Loans have
been, in all material respects legal, proper, prudent and customary in the
residential mortgage loan servicing business, and in accordance with the
Underwriting Guidelines.  With respect to Mortgage Loans acquired by the
Borrower, all such Mortgage Loans are in conformity with the Underwriting
Guidelines.  Each of the Mortgage Loans complies with the representations and
warranties listed in Schedule I hereto.

	No Adverse
Selection.  The Borrower used no selection procedures that identified
the Mortgage Loans as being less desirable or valuable than other comparable
Mortgage Loans owned by the Borrower.

	Borrower Solvent; Fraudulent
Conveyance.  As of the date hereof and immediately after giving
effect to each Advance, the fair value of the assets of the Borrower is greater
than the fair value of the liability (including, without limitation, contingent
liabilities if and to the extent required to be recorded as a liability on the
financial statements of the Borrower in accordance with GAAP) of the Borrower
and the Borrower is and will be solvent, is and will be able to pay its debts as
they mature and does not and will not have an unreasonably small capita] to
engage in the business in which it is engaged and proposes to engage.  Borrower
does not intend to incur, or believe that it has incurred, debt beyond its
ability to pay such debts as they mature.  Borrower is not contemplating the
commencement of insolvency, bankruptcy, liquidation or consolidation proceedings
or the appointment of a receiver, liquidator, conservator, trustee or similar
official in respect of Borrower or any of its assets.  Borrower is not
transferring any Mortgage Loans with any intent to hinder, delay or defraud any
of its creditors.

	Insured Closing
Letter.  As of the date hereof and as of the date of each delivery of
a Mortgage Loan, the Settlement Agent has obtained an Insured Closing Letter,
closing protection letter or similar authorization letter from a nationally
recognized title insurance company approved by the Lender, copies of which shall
be delivered by the Borrower to the Custodian prior to the Funding
Date.

	Escrow Agreement.
As of the date hereof and as of the date of each delivery of a Mortgage Loan,
the Settlement Agent has executed an escrow agreement or letter stating that in
the event of a Rescission or any other reason the Mortgage Loan fails to fund on
a given day, the party conducting the closing is holding all funds which would
have been disbursed on behalf of the Mortgagor as agent for and for the benefit
of the Lender and such funds shall be redeposited in the Disbursement Account
for benefit of the Lender not later than one Business Day after the date of
Rescission or other failure of the Mortgage Loan to fund on a given
day.

	Covenants of the
Borrower.  The Borrower covenants and agrees with the Lender that, so
long as any Advance is outstanding and until payment in full of all Secured
Obligations:


	Financial
Statements.  The Borrower shall deliver to the Lender:


	as soon as available and in any event within 15
days after the end of each month, the consolidated balance sheets of the
Borrower and its consolidated Subsidiaries as at the end of such month and the
related unaudited consolidated statements of income and retained earnings and of
cash flows for the Borrower and its consolidated Subsidiaries for such month and
the portion of the fiscal year through the end of such month, setting forth in
each case in comparative form the figures for the previous year, accompanied by
a certificate of a Responsible Officer of the Borrower, which certificate shall
state that said consolidated financial statements fairly present the
consolidated financial condition and results of operations of the Borrower and
its Subsidiaries in accordance with GAAP, consistently applied, as at the end
of, and for, such month (subject to normal year-end audit adjustments);

	as soon as available and in any event within 45 days after the end of each
of the first three quarterly fiscal periods of each fiscal year of the Borrower,
the consolidated balance sheets of the Borrower and its consolidated
Subsidiaries as at the end of such period and the related unaudited consolidated
statements of income and retained earnings and of cash flows for the Borrower
and its consolidated Subsidiaries for such period and the portion of the fiscal
year through the end of such period, setting forth in each case in comparative
form the figures for the previous year, accompanied by a certificate of a
Responsible Officer of the Borrower, which certificate shall state that said
consolidated financial statements fairly present the consolidated financial
condition and results of operations of the Borrower and its Subsidiaries in
accordance with GAAP, consistently applied, as at the end of, and for, such
period (subject to normal year-end audit adjustments);



	as soon as available and in any event within 90 days after the end of each
fiscal year of the Borrower, the consolidated balance sheets of the Borrower and
its consolidated Subsidiaries as at the end of such fiscal year and the related
consolidated statements of income and retained earnings and of cash flows for
the Borrower and its consolidated Subsidiaries for such year, setting forth in
tech case in comparative form the figures for the previous year, accompanied by
an opinion thereon of independent certified public accountants of recognized
national standing, which opinion shall not be qualified as to scope of audit or
going concern and shall state that said consolidated financial statements fairly
present the consolidated financial condition and results of operations of the
Borrower and its consolidated Subsidiaries at the end of, and for, such fiscal
year in accordance with GAAP, and a certificate of such accountants stating
that, in making the examination necessary for their opinion, they obtained no
knowledge, except as specifically stated, of any Default or Event of
Default;
	from time to time such other information regarding the financial condition,
operations, or business of the Borrower as the Lender may reasonably request;
and
	as soon as reasonably possible, and in any event within thirty (30) days
after a Responsible Officer knows, or with respect to any Plan or Multiemployer
Plan to which the Borrower or any of its Subsidiaries makes direct
contributions, has reason to believe, that any of the events or conditions
specified below with respect to any Plan or Multiemployer Plan has occurred or
exists, a statement signed by a senior financial officer of the Borrower setting
forth details respecting such event or condition and the action, if any, that
the Borrower or its ERISA Affiliate proposes to take with respect thereto (and a
copy of any report or notice required to be filed with or given to PBGC by the
Borrower or an ERISA Affiliate with respect to such event or condition):

	any reportable event, as defined in Section 4043(b) of ERISA and the
regulations issued thereunder, with respect to a Plan, as to which PBGC has not
by regulation or otherwise waived the requirement of Section 4043(a) of
ERISA that it be notified within thirty (30) days of the occurrence of such
event (provided that a failure to meet the minimum funding standard of
Section 412 of the Code or Section 302 of ERISA, including, without
limitation, the failure to make on or before its due date a required installment
under Section 412(m) of the Code or Section 302(e) of ERISA, shall be
a reportable event regardless of the issuance of any waivers in accordance with
Section 412(d) of the Code); and any request for a waiver under
Section 412(d) of the Code for any Plan;
	the distribution under Section 4041(c) of ERISA of a notice of intent
to terminate any Plan or any action taken by the Borrower or an ERISA Affiliate
to terminate any Plan;
	the institution by PBGC of proceedings under Section 4042 of ERISA for
the termination of, or the appointment of a trustee to administer, any Plan, or
the receipt by the Borrower or any ERISA Affiliate of a notice from a
Multiemployer Plan that such action has been taken by PBGC with respect to such
Multiemployer Plan;
	the complete or partial withdrawal from a Multiemployer Plan by the Borrower
or any ERISA Affiliate that results in liability under Section 4201 or 4204
of ERISA (including the obligation to satisfy secondary liability as a result of
a purchaser default) or the receipt by the Borrower or any ERISA Affiliate of
notice from a Multiemployer Plan that it is in reorganization or insolvency
pursuant to Section 4241 or 4245 of ERISA or that it intends to terminate
or has terminated under Section 4041A of ERISA;
	the institution of a proceeding by a fiduciary of any Multiemployer Plan
against the Borrower or any ERISA Affiliate to enforce Section 515 of
ERISA, which proceeding is not dismissed within 30 days; and
	the adoption of an amendment to any Plan that, pursuant to
Section 401(a)(29) of the Code or Section 307 of ERISA, would result
in the loss of tax-exempt status of the trust of which such Plan is a part if
the Borrower or an ERISA Affiliate fails to timely provide security to such Plan
in accordance with the provisions of said Sections.




The Borrower will furnish to the Lender, at the time it furnishes each
set of financial statements pursuant to paragraphs (a) and (b) above,
a certificate of a Responsible Officer of the Borrower to the effect that, to
the best of such Responsible Officer's knowledge, the Borrower during such
fiscal period or year has observed or performed all of its covenants and other
agreements, and satisfied every material condition, contained in this Loan
Agreement and the other Loan Documents to be observed, performed or satisfied by
it, and that such Responsible Officer has obtained no knowledge of any Default
or Event of Default except as specified in such certificate (and, if any Default
or Event of Default has occurred and is continuing, describing the same in
reasonable detail and describing the action the Borrower has taken or proposes
to take with respect thereto).

	Litigation.  The
Borrower will promptly, and in any event within 7 days after service process on
any of the following, give to the Lender notice of all legal or arbitrable
proceedings affecting the Borrower or any of its Subsidiaries that questions or
challenges the validity or enforceability of any of the Loan Documents or as to
which there is a reasonable likelihood of adverse determination which would
result in a Material Adverse Effect.

	Existence, Etc.
Each of the Borrower and its Subsidiaries will:


	preserve and maintain its legal existence and all of
its material rights, privileges, licenses and franchises;
	comply with the requirements of all applicable laws, rules, regulations and
orders of Governmental Authorities (including, without limitation, truth in
lending, real estate settlement procedures and all environmental laws) if
failure to comply with such requirements would be reasonably likely (either
individually or in the aggregate) to have a Material Adverse Effect;
	keep adequate records and books of account, in which complete entries will
be made in accordance with GAAP consistently applied;
	not move its chief executive office or chief operating office from the
addresses referred to in Section 6.13 unless it shall have provided the
Lender 30 days prior written notice of such change;
	pay and discharge all taxes, assessments and governmental charges or levies
imposed on it or on its income or profits or on any of its Property prior to the
date on which penalties attach thereto, except for any such tax, assessment,
charge or levy the payment of which is being contested in good faith and by
proper proceedings and against which adequate reserves are being maintained;
and
	permit representatives of the Lender, during normal business hours upon
three (3) Business Days' prior written notice at a mutually desirable time, to
examine, copy and make extracts from its books and records, to inspect any of
its Properties, and to discuss its business and affairs with its officers, all
to the extent reasonably requested by the Lender.
	Prohibition of Fundamental Change.  The
Borrower shall not enter into any transaction of merger or consolidation or
amalgamation, or liquidate, wind up or dissolve itself (or suffer any
liquidation, winding up or dissolution) or sell all or substantially all of its
assets; provided, that the Borrower may merge or consolidate with (a) any
wholly owned subsidiary of the Borrower, or (b) any other Person if the
Borrower is the surviving corporation; and provided further, that if after
giving effect thereto, no Default would exist hereunder.

	Borrowing Base
Deficiency.  If at any time there exists a Borrowing Base Deficiency
the Borrower shall cure same in accordance with Section 2.06
hereof.

	Notices.  The
Borrower shall give notice to the Lender promptly:


	upon the Borrower becoming aware of, and in any event
within one (1) Business Day after, the occurrence of any Default or Event of
Default or any Event of Default or Default under any other material agreement of
the Borrower;
	upon, and in any event within three (3) Business Days after, service of
process on the Borrower or any of its Subsidiaries, or any agent thereof for
service of process, in respect of any legal or arbitrable proceedings affecting
the Borrower or any of its Subsidiaries (i) that questions or challenges
the validity or enforceability of any of the Loan Documents or (ii) in
which the amount in controversy exceeds $500,000;
	upon the Borrower becoming aware of any default related to any Collateral,
any Material Adverse Effect and any event or change in circumstances which
should reasonably be expected to have a Material Adverse Effect;
	upon the Borrower becoming aware during the normal course of its business
that the Mortgaged Properly in respect of any Mortgage Loan or Mortgage Loans
with an aggregate unpaid principal balance of at least $500,000 has been damaged
by waste, fire, earthquake or earth movement, windstorm, flood, tornado or other
casualty, or otherwise damaged so as to materially and adversely affect the
Collateral Value of such Mortgage Loan;
	upon the entry of a judgment or decree in an amount in excess of
$500,000.

Each notice pursuant to this Section 7,06 (other than 7,06(e))
shall be accompanied by a statement of a Responsible Officer of the Borrower
setting forth details of the occurrence referred to therein and stating what
action the Borrower has taken or proposes to take with respect thereto.

	Servicing.  Except
as provided in Section 11.15(c), the Borrower shall not permit any Person
other than the Borrower to service Mortgage Loans without the prior written
consent of the Lender, which consent shall not be unreasonably
withheld.

	Intentionally
Omitted.

	Underwriting
Guidelines.  The Borrower shall notify the Lender in writing of any
material modifications to the Underwriting Guidelines prior to implementation of
such change, and unless the Lender objects in writing within 5 Business Days of
receipt of notice, the proposed modifications shall be deemed
acceptable.

	Lines of Business.
The Borrower will not engage to any substantial extent in any line or lines of
business activity other than the businesses generally carried on by it as of the
Effective Date.

	Transactions with
Affiliates.  The Borrower will not enter into any transaction,
including, without limitation, any purchase, sale, lease or exchange of property
or the rendering of any service, with any Affiliate unless such transaction is
(a) otherwise permitted under this Loan Agreement, (b) in the ordinary
course of the Borrower's business and (c) upon fair and reasonable terms no
less favorable to the Borrower than it would obtain in a comparable arm's length
transaction with a Person which is not an Affiliate, or make a payment that is
not otherwise permitted by this Section 7.11 to any Affiliate.

	Use of Proceeds.
The Borrower will use the proceeds of the Advances solely to originate, fiend,
manage and service Eligible Mortgage Loans.

	Limitation on
Liens.  The Borrower will not, nor will it permit or allow others to,
create, incur or permit to exist any Lien, security interest or claim on or to
any of the Collateral, except for Liens on the Collateral created pursuant to
this Loan Agreement.  The Borrower will defend the Collateral against, and will
take such other action as is necessary to remove, any Lien, security interest or
claim on or to the Collateral, other than the security interests created under
this Loan Agreement, and the Borrower will defend the right, title and interest
of the Lender in and to any of the Collateral against the claims and demands of
all persons whomsoever.

	Limitation on Sale of
Assets.  The Borrower shall not convey, sell, lease, assign, transfer
or otherwise dispose of (collectively, "Transfer"), all or substantially all of
its Property, business or assets (including, without limitation, receivables and
leasehold interests) whether now owned or hereafter acquired or allow any
Subsidiary to Transfer substantially all of its assets to any Person; provided,
that the Borrower may after prior written notice to the Lender allow such action
with respect to any Subsidiary which is not a material part of the Borrower's
overall business operations.

	Limitation on
Distributions.  Without the Lender's consent, the Borrower shall not
make any payment on account of, or set apart assets for a sinking or other
analogous fund for the purchase, redemption, defeasance, retirement or other
acquisition of, any stock or senior or subordinate debt of the Borrower, whether
now or hereafter outstanding, or make any other distribution in respect thereof,
either directly or indirectly, whether in cash or property or in obligations of
the Borrower.

	Maintenance of
Liquidity.  The Borrower shall insure that, as of the end of each
calendar month, it has Cash Equivalents in an amount of not less than
$15,000,000 (taking into account any amounts held by the Lender pursuant to
Section 5.01(n) of this Loan Agreement).

	Maintenance of Tangible Net
Worth.  The Borrower shall not permit Tangible Net Worth at any time
to be less than $30,000,000 or such higher amount provided under any other
repurchase, financing, credit or other similar facility entered into by the
Borrower.

	Maintenance of Ratio of Total
Indebtedness to Tangible Net Worth.  The Borrower shall not permit
the ratio of Total Indebtedness to Tangible Net Worth at any time to be greater
than 10:1 or such lower ratio provided under any other repurchase, financing
credit or other similar facility entered into by the Borrower.

	Restricted
Payment.  The Borrower shall not make any Restricted Payments
following an Event of Default.

	Servicing
Transmission.  The Borrower shall provide to the Lender within two
(2) Business Days of the Lender's written request (i) the Servicing
Transmission, on a loam-by-loan basis and in the aggregate, with respect to the
Mortgage Loans serviced hereunder by the Borrower which were funded prior to the
first day of the current month, summarizing the Borrower's delinquency and loss
experience with respect to Mortgage Loans serviced by the Borrower (including,
in the case of the Mortgage Loans, the following categories:  current, 30-59,
and 60+) and (ii) any other information reasonably requested by the Lender
with respect to the Mortgage Loans.

	No Amendment or
Waiver.  The Borrower will not, nor will it permit or allow others to
amend, modify, terminate or waive any provision of any Mortgage Loan to which
the Borrower is a party in any manner which shall reasonably be expected to
materially and adversely affect the value of such Mortgage Loan as
Collateral.

	Maintenance of Property;
Insurance.  The Borrower shall keep all property useful and necessary
in its business in good working order and condition.  The Borrower shall
maintain errors and omissions insurance and/or mortgage impairment insurance and
blanket bond coverage in such amounts as are in effect on the Effective Date (as
disclosed to Lender in writing) and shall not reduce such coverage without the
written consent of the Lender, and shall also maintain such other insurance with
financially sound and reputable insurance companies, and with respect to
property and risks of a character usually maintained by entities engaged in the
same or similar business similarly situated, against loss, damage and liability
of the kinds and in the amounts customarily maintained by such
entities.

	Further Identification of
Collateral.  The Borrower will furnish to the Lender firm time to
time statements and schedules further identifying and describing the Collateral
and such other reports in connection with the Collateral as the Lender or any
Lender may reasonably request, all in reasonable detail.

	Mortgage Loan Determined to
be Defective.  Upon discovery by the Borrower or the Lender of any
breach of any representation or warranty listed on Schedule 1 hereto applicable
to any Mortgage Loan, the party discovering such breach shall promptly give
notice of such discovery to the other.

	Interest Rate Protection
Agreements.  Upon the Lender's request, the Borrower shall deliver to
the Lender any and all information relating to Interest Rate Protection
Agreements.

	Certificate of a Responsible
Officer of the Borrower.  At the time that the Borrower delivers
financial statements to the Lender in accordance with Section 7.01 hereof,
the Borrower shall forward to the Lender a certificate of a Responsible Officer
of the Borrower which demonstrates that the Borrower is in compliance with the
covenants set forth in Sections 7.16, 7.17 and 7.18 above.

	Committed Warehouse
Facilities.  Borrower shall at all times have available under
committed revolving facilities (other than with Lender) with a term at least
equal to that provided under this Loan Agreement at least $50,000,000.  Such
other committed revolving facilities shall permit Borrower to borrow at least
$20,000,000 secured by wet loans.

	Events of Default.
Each of the following events shall constitute an event of default (an "Event of
Default") hereunder:



	the Borrower shall default in the payment of any
principal of or interest on any Advance when due (whether at stated maturity,
upon acceleration or at mandatory prepayment); or
	the Borrower shall default in the payment of any other amount payable by it
hereunder or under any other Loan Document after notification by the Lender of
such default, and such default shall have continued unremedied for three
Business Days; or
	any representation, warranty or certification made or deemed made herein or
in any other Loan Document by the Borrower or any certificate furnished to the
Lender pursuant to the provisions thereof, shall prove to have been false or
misleading in any material respect as of the time made or furnished (other than
the representations and warranties set forth in Schedule 1 which shall be
considered solely for the purpose of determining the Collateral Value of the
Mortgage Loans; unless Borrower shall have made any such representations and
warranties with knowledge that they were materially false or misleading at the
time made); or
	the Borrower shall fail to comply with the requirements of
Section 7.03(a), Section 7.04, Section 7.06 (a) or (c),
Sections 7.12 through 7.19 Section 7.22(b), or Section 7.27
hereof; or the Borrower shall default in the performance of its obligations
under Section 7.05 hereof, and such default shall continue unremedied for a
period of one (1) Business Day; or the Borrower shall otherwise fail to observe
or perform any other agreement contained in this Loan Agreement or any other
Loan Document and such failure to observe or perform shall continue unremedied
for a period of five (5) Business Days; or
	a final judgment or judgments for the payment of money in excess of
$1,000,000 in the aggregate (to the extent that it is, in the reasonable
determination of the Lender, uninsured and provided that any insurance or other
credit posted in connection with an appeal shall not be deemed insurance for
these purposes) shall be rendered against the Borrower or any of its
Subsidiaries by one or more courts, administrative tribunals or other bodies
having jurisdiction over them and the same shall not be discharged (or provision
shall not be made for such discharge) or bonded, or a stay of execution thereof
shall not be procured, within 60 days from the date of entry thereof and the
Borrower or any such Subsidiary shall not, within said period of 60 days, or
such longer period during which execution of the same shall have been stayed or
bonded, appeal therefrom and cause the execution thereof to be stayed during
such appeal; or
	the Borrower shall admit in writing its inability to pay its debts as such
debts become due; or
	the Borrower or any of its Subsidiaries shall (i) apply for or consent
to the appointment of, or the taking of possession by, a receiver, custodian,
trustee, examiner or liquidator of itself or of all or a substantial part of its
property, (ii) make a genera] assignment for the benefit of its creditors,
(iii) commence a voluntary case under the Bankruptcy Code, (iv) file a
petition seeking to take advantage of any other law relating to bankruptcy,
insolvency, reorganization, liquidation, dissolution, arrangement or winding-up,
or composition or readjustment of debts, (v) fail to controvert in a timely
and appropriate manner, or acquiesce in writing to, any petition filed against
it in an involuntary case under the Bankruptcy Code or (vi) take any
corporate or other action for the purpose of effecting any of the foregoing;
or
	a proceeding or case shall be commenced, without the application or consent
of the Borrower or any of its Subsidiaries, in any court of competent
jurisdiction, seeking (i) its reorganization, liquidation, dissolution,
arrangement or winding-up, or the composition or readjustment of its debts,
(ii) the appointment of a receiver, custodian, trustee, examiner,
liquidator or the like of the Borrower or any such Subsidiary or of all or any
substantial part of its property, or (iii) similar relief in respect of the
Borrower or any such Subsidiary under any law relating to bankruptcy,
insolvency, reorganization, winding-up, or composition or adjustment of debts,
and such proceeding or case shall continue undismissed, or an order, judgment or
decree approving or ordering any of the foregoing shall be entered and continue
unstayed and in effect, for a period of 60 or more days; or an order for relief
against the Borrower or any such Subsidiary shall be entered in an involuntary
case under the Bankruptcy Code; or
	the Custodial Agreement or any Loan Document shall for whatever reason
(including an event of default thereunder) be terminated or the lien on the
Collateral created by this Agreement or Borrower's material obligations
hereunder shall cease to be in full force and effect, or the enforceability
thereof shall be contested by the Borrower; or
	any materially adverse change in the Properties, business or financial
condition, or prospects of the Borrower or any of its Subsidiaries or
Affiliates, in each case as determined by the Lender in its sole discretion, or
the existence of any other condition which, in the Lender's sole discretion,
constitutes a material impairment of the Borrower's ability to perform its
obligations under this Loan Agreement, the Note or any other Loan Document;
or
	(i) any Person shall engage in any "prohibited transaction" (as defined
in Section 406 of ERISA or Section 4975 of the Code) involving any
Plan, (ii) any material "accumulated funding deficiency" (as defined in
Section 302 of ERISA), whether or not waived, shall exist with respect to
any Plan or any Lien in favor of the PBGC or a Plan shall arise on the assets of
the Borrower or any Commonly Controlled Entity, (iii) a Reportable Event
shall occur with respect to, or proceedings shall commence to have a trustee
appointed, or a trustee shall be appointed, to administer or to terminate, any
Single Employer Plan, which Reportable Event or commencement of proceedings or
appointment of a trustee is, in the reasonable opinion of the Lenders, likely to
result in the termination of such Plan for purposes of Title IV of ERISA,
(iv) any Single Employer Plan shall terminate for purposes of Title IV of
ERISA, (v) the Borrower or any Commonly Controlled Entity shall, or in the
reasonable opinion of the Lenders is likely to, incur any liability in
connection with a withdrawal from, or the insolvency or reorganization of, a
Multiemployer Plan or (vi) any other event or condition shall occur or
exist with respect to a Plan; and in each case in clauses (i) through
(vi) above, such event or condition, together with all other such events or
conditions, if any, could reasonably be expected to have a Material Adverse
Effect; or
	any Change of Control of the Borrower shall have occurred without the prior
consent of the Lender; or
	the Borrower shall grant, or suffer to exist, any Lien on any Collateral
except the Liens contemplated hereby; or the Liens contemplated hereby shall
cease to be first priority perfected Liens on the Collateral in favor of the
Lender or shall be Liens in favor of any Person other than the Lender; or
	the Lender shall reasonably request, specifying the reasons for such
request, information, and/or written responses to such requests, regarding the
financial well-being of the Borrower and such information and/or responses shall
not have been provided within three Business Days of such request; or
	the Borrower or its Affiliates shall default under or fail to perform as
requested under, the terms of any repurchase agreement, loan and security
agreement or similar credit facility or agreement for borrowed fiends or any
other material agreement entered into by the Lender or its Affiliate and any
third party, which default or failure entitles any party to require acceleration
or prepayment of any indebtedness thereunder or the Borrower or its Affiliate
shall default under or fail to materially perform as requested under the terms
of any Agreement with the Lender or its Affiliate.
	Remedies Upon Default.



	Upon the occurrence of one or more Events of Default
(subject to the expiration of the applicable cure period contained therein)
other than those referred to in Section 8(g) or (h), the Lender may
immediately declare the principal amount of the Advances then outstanding under
the Note to be immediately due and payable, together with all interest thereon
and reasonable fees and out-of-pocket expenses accruing under this Loan
Agreement; provide d that upon the occurrence of an Event of Default
referred to in Sections 8(g) or (h), such amounts shall immediately and
automatically become due and payable without any further action by any Person.
Upon such declaration or such automatic acceleration, the balance then
outstanding on the Note shall become immediately due and payable, without
presentment, demand, protest or other formalities of any kind, all of which are
hereby expressly waived by the Borrower and may thereupon exercise any remedies
available to it at law and pursuant to the Loan Documents including, but not
limited to, the transfer of servicing or the liquidation of the Collateral on a
servicing released basis.
	Upon the occurrence of one or more Events of Default, the Lender shall have
the right to obtain physical possession of the Servicing Records and all other
files of the Borrower relating to the Collateral and all documents relating to
the Collateral which are then or may thereafter come in to the possession of the
Borrower or any third party acting for the Borrower and the Borrower shall
deliver to the Lender such assignments as the Lender shall request.  The Lender
shall be entitled to specific performance of all agreements of the Borrower
contained in this Loan Agreement.
	No Duty on Lender's Part.  The powers
conferred on the Lender hereunder are solely to protect the Lender's interests
in the Collateral and shall not impose any duty upon it to exercise any such
powers.  The Lender shall be accountable only for amounts that it actually
receives as a result of the exercise of such powers, and neither it nor any of
its officers, directors, employees or agents shall be responsible to the
Borrower for any act or failure to act hereunder, except for its or their own
gross negligence or willful misconduct.

	Miscellaneous.


	Waiver.  No
failure on the part of the Lender to exercise and no delay in exercising, and no
course of dealing with respect to, any right, power or privilege under any Loan
Document shall operate as a waiver thereof, nor shall any single or partial
exercise of any right, power or privilege under any Loan Document preclude any
other or further exercise thereof or the exercise of any other right, power or
privilege.  The remedies provided herein are cumulative and not exclusive of any
remedies provided by law.

	Notices.  Except
as otherwise expressly permitted by this Loan Agreement, all notices, requests
and other communications provided for herein and under the Custodial Agreement
(including, without limitation, any modifications of, or waivers, requests or
consents under, this Loan Agreement) shall be given or made in writing
(including, without limitation, by telex or telecopy) delivered to the intended
recipient at the "Address for Notices" specified below its name on the signature
pages hereof; or, as to any party, at such other address as shall be designated
by such party in a written notice to each other party.  Except as otherwise
provided in this Loan Agreement and except for notices given under
Section 2 (which shall be effective only on receipt), all such
communications shall be deemed to have been duly given when transmitted by telex
or telecopier or personally delivered or, in the case of a mailed notice, upon
receipt, in each case given or addressed as aforesaid.

	Indemnification and
Expenses.


	The Borrower agrees to hold the Lender harmless from
and indemnify the Lender against all liabilities, losses, damages, judgments,
costs and expenses of any kind which may be imposed on, incurred by, or asserted
against the Lender, relating to or arising out of, this Loan Agreement, the
Note, any other Loan Document or any transaction contemplated hereby or thereby,
or any amendment, supplement or modification of, or any waiver or consent under
or in respect of, this Loan Agreement, the Note, any other Loan Document or any
transaction contemplated hereby or thereby, that, in each case, results from
anything other than the Lender's gross negligence or willful misconduct.  In any
suit, proceeding or action brought by the Lender in connection with any Mortgage
Loan for any sum owing thereunder, or to enforce any provisions of any Mortgage
Loan, the Borrower will save, indemnify and hold the Lender harmless from and
against all expense, loss or damage suffered by reason of any defense, set-off,
counterclaim, recoupment or reduction or liability whatsoever of the account
debtor or obligor thereunder, arising out of a breach by the Borrower of any
obligation thereunder or arising out of any other agreement, indebtedness or
liability at any time owing to or in favor of such account debtor or obligor or
its successors from the Borrower.  The Borrower also agrees to reimburse the
Lender as and when billed by the Lender for all the Lender's reasonable out-of-
pocket costs and expenses incurred in connection with the enforcement or the
preservation of the Lender's rights under this Loan Agreement, the Note, any
other Loan Document or any transaction contemplated hereby or thereby, including
without limitation the reasonable fees and disbursements of its counsel.  The
Borrower hereby acknowledges that, notwithstanding the fact that the Note is
secured by the Collateral, the obligation of the Borrower under the Note is a
recourse obligation of the Borrower.
	The Borrower agrees to pay as and when billed by the Lender all of the out-
of-pocket costs and expenses incurred by the Lender in connection with the
development, preparation and execution of, and any amendment, supplement or
modification to, this Loan Agreement, the Note, any other Loan Document or any
other documents prepared in connection herewith or therewith.  The Borrower
agrees to pay as and when billed by the Lender all of the out-of-pocket costs
and expenses incurred in connection with the consummation and administration of
the transactions contemplated hereby and thereby including, without limitation,
(i) all the reasonable fees, disbursements and expenses of counsel to the
Lender, (ii) all the due diligence, inspection, testing and review costs
and expenses incurred by the Lender with respect to Collateral under this Loan
Agreement, including, but not limited to, those costs and expenses incurred by
the Lender in connection with the approval of any Takeout Commitments and
pursuant to Sections 11.03(a), 11.14 and 11.16 hereof other than any costs
and expenses incurred in connection with the Lender's rehypothecation of the
Mortgage Loans prior to an Event of Default and (iii) initial and ongoing
fees and expenses incurred by the Custodian and any trustee with respect to the
Mortgage Loans.  All of the foregoing amounts shall be paid promptly by the
Borrower or may be netted out of any Advance made by the Lender
hereunder.
	Amendments.  Except as otherwise
expressly provided in this Loan Agreement, any provision of this Loan Agreement
may be modified or supplemented only by an instrument in writing signed by the
Borrower and the Lender and any provision of this Loan Agreement may be waived
by the Lender.

	Successors and
Assigns.  This Loan Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and permitted
assigns.

	Survival.  The
obligations of the Borrower under Sections 3.03 and 11.03 hereof shall
survive the repayment of the Advances and the termination of this Loan
Agreement.  In addition, each representation and warranty made, or deemed to be
made by a request for a borrowing, herein or pursuant hereto shall survive the
making of such representation and warranty, and the Lender shall not be deemed
to have waived, by reason of making any Advance, any Default that may arise by
reason of such representation or warranty proving to have been false or
misleading, notwithstanding that the Lender may have had notice or knowledge or
reason to believe that such representation or warranty was false or misleading
at the time such Advance was made.

	Captions.  The
table of contents and captions and section headings appearing herein are
included solely for convenience of reference and are not intended to affect the
interpretation of any provision of this Loan Agreement.

	Counterparts.
This Loan Agreement maybe executed in any number of counterparts, all of which
taken together shall constitute one and the same instrument, and any of the
parties hereto may execute this Loan Agreement by signing any such
counterpart.

	Loan Agreement Constitutes
Security Agreement; Governing Law.  This Loan Agreement shall be
governed by New York law without reference to choice of law doctrine (but with
reference to Section 5-1401 of the New York General Obligations Law, which
by its terms applies to this Loan Agreement), and shall constitute a security
agreement within the meaning of the Uniform Commercial Code.

	SUBMISSION TO JURISDICTION;
WAIVERS.  EACH LOAN PARTY HEREBY IRREVOCABLY AND
UNCONDITIONALLY:


	SUBMITS FOR ITSELF AND ITS PROPERTY IN ANY LEGAL
ACTION OR PROCEEDING RELATING TO THIS LOAN AGREEMENT, THE NOTE AND THE OTHER
LOAN DOCUMENTS, OR FOR RECOGNITION AND ENFORCEMENT OF ANY JUDGMENT IN RESPECT
THEREOF, TO THE NONEXCLUSIVE GENERAL JURISDICTION OF THE COURTS OF THE STATE OF
NEW YORK, THE FEDERAL COURTS OF THE UNITED STATES OF AMERICA FOR THE SOUTHERN
DISTRICT OF NEW YORK, AND APPELLATE COURTS FROM ANY THEREOF;
	CONSENTS THAT ANY SUCH ACTION OR PROCEEDING MAY BE BROUGHT IN SUCH COURTS
AND, TO THE EXTENT PERMITTED BY LAW, WAIVES ANY OBJECTION THAT IT MAY NOW OR
HEREAFTER HAVE TO THE VENUE OF ANY SUCH ACTION OR PROCEEDING IN ANY SUCH COURT
OR THAT SUCH ACTION OR PROCEEDING WAS BROUGHT IN AN INCONVENIENT COURT AND
AGREES NOT TO PLEAD OR CLAIM THE SAME;
	AGREES THAT SERVICE OF PROCESS IN ANY SUCH ACTION OR PROCEEDING MAY BE
EFFECTED BY MAILING A COPY THEREOF BY REGISTERED OR CERTIFIED MAIL (OR ANY
SUBSTANTIALLY SIMILAR FORM OF MAIL), POSTAGE PREPAID, TO ITS ADDRESS SET FORTH
UNDER ITS SIGNATURE BELOW OR AT SUCH OTHER ADDRESS OF WHICH THE LENDER SHALL
HAVE BEEN NOTIFIED; AND
	AGREES THAT NOTHING HEREIN SHALL AFFECT THE RIGHT TO EFFECT SERVICE OF
PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR SHALL LIMIT THE RIGHT TO SUE IN
ANY OTHER JURISDICTION.
	WAIVER OF JURY TRIAL.  EACH OF THE
BORROWER AND THE LENDER HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL
PROCEEDING ARISING OUT OF OR RELATING TO THIS LOAN AGREEMENT, ANY OTHER LOAN
DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

	Acknowledgments.
The Borrower hereby acknowledges that:


	it has been advised by counsel in the negotiation,
execution and delivery of this Loan Agreement, the Note and the other Loan
Documents to which it is a party;
	the Lender has no fiduciary relationship to the Borrower, and the
relationship between the Borrower and the Lender is solely that of debtor and
creditor; and
	no joint venture exists among or between the Lender and the
Borrower.
	Hypothecation or Pledge of Collateral.
The Lender shall have free and unrestricted use of all Collateral and nothing in
this Loan Agreement shall preclude the Lender from engaging in repurchase
transactions with the Collateral or otherwise pledging, repledging,
transferring, hypothecating, or rehypothecating the Collateral.  Nothing
contained in this Loan Agreement shall obligate the Lender to segregate any
Collateral delivered to the Lender by the Borrower.

	Assignments;
Participations.


	The Borrower may assign any of its rights or
obligations hereunder or under the Note with the prior written consent of the
Lender which consent shall not be unreasonably withheld.  The Lender may assign
or transfer to any bank or other financial institution that makes or invests in
loans or any Affiliate of the Lender all or any of its rights or obligations
under this Loan Agreement and the other Loan Documents.
	The Lender may, in accordance with applicable law, at any time sell to one
or more lenders or other entities ("Participants") participating
interests in any Advance, the Note, its commitment to make Advances, or any
other interest of the Lender hereunder and under the other Loan Documents.  In
the event of any such sale by the Lender of participating interests to a
Participant, the Lender's obligations under this Loan Agreement to the Borrower
shall remain unchanged, the Lender shall remain solely responsible for the
performance thereof, the Lender shall remain the holder of the Note for all
purposes under this Loan Agreement and the other Loan Documents, and the
Borrower and the Lender shall continue to deal solely and directly with the
Lender in connection with the Lender's rights and obligations under this Loan
Agreement and the other Loan Documents.  The Borrower agrees that if amounts
outstanding under this Loan Agreement and the Note are due or unpaid, or shall
have been declared or shall have become due and payable upon the occurrence of
an Event of Default, each Participant shall be deemed to have the right of set-
off in respect of its participating interest in amounts owing under this Loan
Agreement and the Note to the same extent as if the amount of its participating
interest were owing directly to it as a Lender under this Loan Agreement or the
Note; provide d, that such Participant shall only be entitled to such
right of set-off if it shall have agreed in the agreement pursuant to which it
shall have acquired its participating interest to share with the Lender the
proceeds thereof.  The Lender also agrees that each Participant shall be
entitled to the benefits of Sections 2.07 and 11.03 with respect to its
participation in the Advances outstanding from time to time; provided, that the
Lender and all Participants shall be entitled to receive no greater amount in
the aggregate pursuant to such Sections than the Lender would have been entitled
to receive had no such transfer occurred.
	The Lender may furnish any information concerning the Borrower or any of its
Subsidiaries in the possession of such Lender from time to time to assignees and
participants (including prospective assignees and participants) only after
notifying the Borrower in writing and securing signed confidentiality statements
(a form of which is attached hereto as Exhibit R and only for the
sole purpose of evaluating participations and for no other purpose.
	The Borrower agrees to cooperate with the Lender in connection with any such
assignment and/or participation, to execute and deliver such replacement notes,
and to enter into such restatements of, and amendments, supplements and other
modifications to, this Loan Agreement and the other Loan Documents in order to
give effect to such assignment and/or participation.  The Borrower further
agrees to furnish to any Participant identified by the Lender to the Borrower
copies of all reports and certificates to be delivered by the Borrower to the
Lender hereunder, as and when delivered to the Lender.
	Servicing.


	The Borrower covenants to maintain or cause the
servicing of the Mortgage Loans to be maintained in conformity with Accepted
Servicing Practices.  In the event that the preceding language is interpreted as
constituting one or more servicing contracts, each such servicing contract shall
terminate automatically upon the earliest of (i) an Event of Default, or
(ii) the date on which all the Secured Obligations have been paid in full,
or (iii) the transfer of servicing to any entity approved by the
Lender.
	During the period the Borrower is servicing the Mortgage Loans, (i) the
Borrower agrees that Lender has a first priority perfected security interest in
all servicing records, including but not limited to any and all servicing
agreements, files, documents, records, data bases, computer tapes, copies of
computer tapes, proof of insurance coverage, insurance policies, appraisals,
other closing documentation, payment history records, and any other records
relating to or evidencing the servicing of such Mortgage Loans (the
"Servicing Records"), and (ii) the Borrower grants the Lender a
security interest in all servicing fees and rights relating to the Mortgage
Loans and all Servicing Records to secure the obligation of the Borrower or its
designee to service in conformity with this Section and any other obligation of
Borrower to the Lender.  The Borrower covenants to safeguard such Servicing
Records and to deliver them promptly to the Lender or its designee (including
the Custodian) at the Lender's request.  It is understood and agreed by the
parties that prior to an Event of Default, the Borrower shall retain the
servicing fees with respect to the Mortgage Loans.
	If the Mortgage Loans are serviced by any other third party servicer (such
third party servicer, the "Subservicer"), the Borrower shall provide a copy of
the related servicing agreement to the Lender at least three (3) Business Days
prior to the applicable Funding Date or the date on which the Subservicer shall
begin subservicing the Mortgage Loans, which shall be in the form and substance
acceptable to Lender (the "Servicing Agreement") and shall have obtained the
written consent of the Lender for such Subservicer to subservice the Mortgage
Loans.
	The Borrower agrees that upon the occurrence of an Event of Default, the
Lender may terminate the Borrower in its capacity as servicer and terminate any
Servicing Agreement and transfer such servicing to the Lender or its designee,
at no cost or expense to the Lender.  The Borrower agrees to cooperate with the
Lender in connection with the transfer of servicing.
	After the Funding Date, until the pledge of any Mortgage Loan is
relinquished by the Custodian, the Borrower will have no right to modify or
alter the terms of the Mortgage Loan or consent to the modification or
alteration of the terms of any Mortgage Loan, and the Borrower will have no
obligation or right to repossess any Mortgage Loan or substitute another
Mortgage Loan, except as provided in any Custodial Agreement.
	The Borrower shall permit the Lender to inspect upon reasonable prior
written notice (which shall be no more than five (5) Business Days prior to such
date) at a mutually convenient time, the Borrower's or its Affiliate's servicing
facilities, as the case may be, for the purpose of satisfying the Lender that
the Borrower or its Affiliate, as the case may be, has the ability to service
the Mortgage Loans as provided in this Loan Agreement.  In addition, with
respect to any Subservicer which is not an Affiliate of the Borrower, the
Borrower shall use its best efforts to enable the Lender to inspect the
servicing facilities of such Subservicer.
	Periodic Due Diligence Review.  The
Borrower acknowledges that the Lender has the right to perform continuing due
diligence reviews with respect to the Mortgage Loans, for purposes of verifying
compliance with the representations, warranties and specifications made
hereunder, or otherwise, and the Borrower agrees that upon reasonable (but no
less than one (1) Business Day's) prior notice to the Borrower, the Lender or
its authorized representatives will be permitted during normal business hours to
examine, inspect, make copies of, and make extracts of, the Mortgage Files and
any and all documents, records, agreements, instruments or information relating
to such Mortgage Loans in the possession, or under the control, of the Borrower
and/or the Custodian.  The Borrower also shall make available to the Lender a
knowledgeable financial or accounting officer for the purpose of answering
questions respecting the Mortgage Files and the Mortgage Loans.  Without
limiting the generality of the foregoing, the Borrower acknowledges that the
Lender shall make Advances to the Borrower based solely upon the information
provided by the Borrower to the Lender in the Mortgage Loan Data Transmission
and the representations, warranties and covenants contained herein, and that the
Lender, at its option, has the right, at any time to conduct a partial or
complete due diligence review on some or all of the Mortgage Loans securing such
Advance, including, without limitation, ordering new credit reports, new
appraisals on the related Mortgaged Properties and otherwise re-generating the
information used to originate such Mortgage Loan.  The Lender may underwrite
such Mortgage Loans itself or engage a mutually agreed upon third party
underwriter to perform such underwriting.  The Borrower agrees to cooperate with
the Lender and any third party underwriter in connection with such underwriting,
including, but not limited to, providing the Lender and any third party
underwriter with access to any and all documents, records, agreements,
instruments or information relating to such Mortgage Loans in the possession, or
under the control, of the Borrower.  In addition, the Lender has the right to
perform continuing Due Diligence Reviews of the Borrower and its Affiliates,
directors, officers, employees and significant shareholders.  The Borrower and
Lender further agree that all out-of-pocket costs and expenses incurred by the
Lender in connection with the Lender's activities pursuant to this
Section 11.16 shall be paid for as agreed by such parties.

	Set-Off.  In
addition to any rights and remedies of the Lender provided by this Loan
Agreement and by law, upon the occurrence of an Event of Default, the Lender
shall have the right, without prior notice to the Borrower, any such notice
being expressly waived by the Borrower to the extent permitted by applicable
law, upon any amount becoming due and payable by the Borrower hereunder (whether
at the stated maturity, by acceleration or otherwise) to set-off and appropriate
and apply against such amount any and all Property and deposits (genera] or
special, time or demand, provisional or final), in any currency, and any other
credits, indebtedness or claims, in any currency, in each case whether direct or
indirect, absolute or contingent, matured or unmatured, at any time held or
owing by the Lender or any Affiliate thereof to or for the credit or the account
of the Borrower.  The Lender may set-off cash, the proceeds of the liquidation
of any Collateral and all other sums or obligations owed by the Lender or its
Affiliates to the Borrower against all of the Borrower's obligations to the
Lender or its Affiliates, whether under this Loan Agreement or under any other
agreement between the parties or between the Borrowers and any affiliate of the
Lender, or otherwise, whether or not such obligations are then due, without
prejudice to the Lender's or its Affiliate's right to recover any deficiency.
The Lender agrees promptly to notify the Borrower after any such set-off and
application made by the Lender; provided that the failure to give such notice
shall not affect the validity of such set-off and application.
	Intent.  The
parties recognize that each Advance is a "securities contract" as that term is
defined in Section 741 of Title 11 of the United States Code, as
amended.

[SIGNATURE PAGES FOLLOW]

 

IN WITNESS WHEREOF, the parties hereto have caused this Loan Agreement to be
duly executed alai delivered as of the day and year first above
written.
BORROWER

E-LOAN, INC.
By:

Title:


Address for Notices:

5875 Arnold Road

Dublin, California 94568

Attention:

Telecopier No.:

Telephone No.:

With a copy to:

Attention:  Treasurer

Telecopier No.:  925-560-3408

Telephone No.:  925-241-2510

and

Attention:  General Counsel

Telecopier No.:  925-803-3503

Telephone No.:  925-560-2631

LENDER

GREENWICH CAPITAL FINANCIAL PRODUCTS, INC.
By:

Title:


Address for Notices:

600 Steamboat Road

Greenwich, Connecticut 06830

Attention:  Anthony Palmisano

Telecopier No.:  (203) 618-2135

Telephone No.:  (203) 618-2341

With a copy to:

Attention:  General Counsel

Telecopier No.:  (203) 618-2132

Telephone No.:  (203) 625-2700













Schedule 1

REPRESENTATIONS AND WARRANTIES RE:  MORTGAGE LOANS

Eligible Mortgage Loans

As to each Mortgage Loan that forms part of the Collateral hereunder (and
the related Mortgage, Mortgage Note, Assignment of Mortgage and Mortgaged
Property), the Borrower shall be deemed to make the following representations
and warranties to the Lender as of such date and as of each date Collateral
Value is determined:

(a)Mortgage Loans as Described.  The information set forth in the
Mortgage Loan Data Transmission with respect to the Mortgage Loan is complete,
true and correct in all material respects.

(b)Payments Current.  The first Monthly Payment shall have been
made prior to the second scheduled Monthly Payment becoming due.

(c)No Outstanding Charges.  There are no defaults in complying
with the terms of the Mortgage securing the Mortgage Loan, and all taxes,
governmental assessments, insurance premiums, water, sewer and municipal
charges, leasehold payments or ground rents which previously became due and
owing have been paid, or an escrow of funds has been established in an amount
sufficient to pay for every such item which remains unpaid and which has been
assessed but is not yet due and payable.  Neither the Borrower nor the Qualified
Originator from which the Borrower acquired the Mortgage Loan has advanced
fiends, or induced, solicited or knowingly received any advance of finds by a
party other than the Mortgagor, directly or indirectly, for the payment of any
amount required under the Mortgage Loan, except for interest accruing from the
date of the Mortgage Note or date of disbursement of the proceeds of the
Mortgage Loan, whichever is more recent, to the day which precedes by one month
the Due Date of the first installment of principal and interest thereunder.

(d)Original Terms Unmodified.  The terms of the Mortgage Note and
Mortgage have not been impaired, waived, altered or modified in any respect,
from the date of origination; except by a written instrument which has been
recorded, if necessary to protect the interests of the Lender, and which has
been delivered to the Custodian and the terms of which are reflected in the
Mortgage Loan Schedule.  The substance of any such waiver, alteration or
modification has been approved by the title insurer, to the extent required by
the title insurance policy, and its terms are reflected on the Mortgage Loan
Schedule.  No Mortgagor in respect of the Mortgage Loan has been released, in
whole or in part, except in connection with an assumption agreement approved by
the title insurer, to the extent required by such policy, and which assumption
agreement is part of the Mortgage File delivered to the Custodian and the terms
of which are reflected in the Mortgage Loan Schedule.

(e)No Defenses.  The Mortgage Loan is not subject to any right of
rescission, setoff, counterclaim or defense, including without limitation the
defense of usury, nor will the operation of any of the terms of the Mortgage
Note or the Mortgage, or the exercise of any right thereunder, render either the
Mortgage Note or the Mortgage unenforceable, in whole or in part and no such
right of rescission, set-off, counterclaim or defense has been asserted with
respect thereto, and no Mortgagor in respect of the Mortgage Loan was a debtor
in any state or Federal bankruptcy or insolvency proceeding at the time the
Mortgage Loan was originated.

(f)Hazard Insurance.  The Mortgaged Property is insured by a fire
and extended perils insurance policy, issued by a Qualified Insurer, and such
other hazards as are customary in the area where the Mortgaged Property is
located, and to the extent required by the Borrower as of the date of
origination consistent with the Underwriting Guidelines, against earthquake and
other risks insured against by Persons operating like properties in the locality
of the Mortgaged Property, in an amount not less than the greatest of
(i) 100% of the replacement cost of all improvements to the Mortgaged
Property, (ii) either (A) the outstanding principal balance of the
Mortgage Loan with respect to each First Lien Mortgage Loan or (B) with
respect to each Second Lien Mortgage Loan, the sum of the outstanding principal
balance of the First Lien Mortgage Loan and the outstanding principal balance of
the Second Lien Mortgage Loan, (iii) the amount necessary to avoid the
operation of any co-insurance provisions with respect to the Mortgaged Property,
and consistent with the amount that would have been required as of the date of
origination in accordance with the Underwriting Guidelines or (iv) the
amount necessary to fully compensate for any damage or loss to the improvements
that are a part of such property on a replacement cost basis.  If any portion of
the Mortgaged Property is in an area identified by any federal Governmental
Authority as having special flood hazards, and flood insurance is available, a
flood insurance policy meeting the current guidelines of the Federal Insurance
Administration is in effect with a generally acceptable insurance carrier, in an
amount representing coverage not less than the least of (1) the outstanding
principal balance of the Mortgage Loan, (2) the full insurable value of the
Mortgaged Property, and (3) the maximum amount of insurance available under the
Flood Disaster Protection Act of 1973, as amended.  All such insurance policies
(collectively, the "hard insurance policy") contain a standard mortgagee clause
naming the Borrower, its successors and assigns (including without limitation,
subsequent owners of the Mortgage Loan), as mortgagee, and may not be reduced,
terminated or canceled without 30 days' prior written notice to the mortgagee.
No such notice has been received by the Borrower.  All premiums due and owing on
such insurance policy have been paid.  The related Mortgage obligates the
Mortgagor to maintain all such insurance and, at such Mortgagor's failure to do
so, authorizes the mortgagee to maintain such insurance at the Mortgagor's cost
and expense and to seek reimbursement therefor from such Mortgagor.  Where
required by state law or regulation, the Mortgagor has been given an opportunity
to choose the corner of the required hazard insurance, provided the policy is
not a "master" or "blanket" hazard insurance policy covering a condominium, or
any hazard insurance policy covering the common facilities of a planned unit
development.  The hazard insurance policy is the valid and binding obligation of
the insurer and is in full force and effect.  The Borrower has not engaged in,
and has no knowledge of the Mortgagor's having engaged in, any act or omission
which would impair the coverage of any such policy, the benefits of the
endorsement provided for herein, or the validity and binding effect of either
including, without limitation, no unlawful fee, commission, kickback or other
unlawful compensation or value of any kind has been or will be received,
retained or realized by any attorney, firm or other Person, and no such unlawful
items have been received, retained or realized by the Borrower.

(g)Compliance with Applicable Laws.  Any and all requirements of
any federal, state or local law including, without limitation, usury, truth- in-
lending, real estate settlement procedures, consumer credit protection, equal
credit opportunity or disclosure laws applicable to the Mortgage Loan have been
complied with, the consummation of the transactions contemplated hereby will not
involve the violation of any such laws or regulations, and the Borrower shall
maintain or shall cause its agent to maintain in its possession, available for
the inspection of the Lender, and shall deliver to the Lender, upon two Business
Days' request, evidence of compliance with all such requirements.

(h)No Satisfaction of Mortgage.  The Mortgage has not been
satisfied, canceled, subordinated or rescinded, in whole or in part, and the
Mortgaged Property has not been released from the lien of the Mortgage, in
whole-or in part, nor has any instrument been executed that would effect any
such release, cancellation, subordination or rescission other than in the case
of a release of a portion of the land comprising a Mortgaged Property or a
release of a blanket Mortgage which release will not cause the Mortgage Loan to
fail to satisfy the Underwriting Guidelines.  The Borrower has not waived the
performance by the Mortgagor of any action, if the Mortgagor's failure to
perform such action would cause the Mortgage Loan to be in default, nor has the
Borrower waived any default resulting from any action or inaction by the
Mortgagor.

(i)Location and Type of Mortgaged Property.  The Mortgaged
Property is located in the state identified in the Mortgage Loan Schedule and
consists of a single parcel of real property with a detached single family
residence erected thereon, or a two- to four-family dwelling, or an individual
condominium unit in a condominium project, or an individual unit in a planned
unit development or a de minimis planned unit development, provided,
however, that any condominium unit or planned unit development shall conform
with the applicable Fannie Mae and Freddie Mac requirements regarding such
dwellings, that a de minimis percentage of the Mortgage Loans may be
Cooperative Loans and that no residence or dwelling is a mobile home or a
manufactured dwelling.  No portion of the Mortgaged Property is used for
commercial purposes.

(j)Valid Lien.  The Mortgage is a valid, subsisting, enforceable
and perfected (A) first lien and first priority security interest with
respect to each Mortgage Loan which is indicated by the Borrower to be a First
Lien Mortgage Loan (as reflected on the Mortgage Loan Data Transmission) or
(B) second lien and second priority security interest with respect to each
Mortgage Loan which is indicated by the Borrower to be a Second Lien (as
reflected on the Mortgage Loan Data Transmission), in either case, on the real
property included in the Mortgaged Property, including all buildings on the
Mortgaged Property and all installations and mechanical, electrical, plumbing,
heating and air conditioning systems located in or annexed to such buildings,
and all additions, alterations and replacements made at any time with respect to
the foregoing and with respect to Cooperative Loans, including the Proprietary
Lease and the Cooperative Shares.  The lien of the Mortgage is subject only
to:
(1)the lien of current real property taxes and assessments not yet due
and payable;

(2)covenants, conditions and restrictions, rights of way, easements and
other matters of the public record as of the date of recording acceptable to
prudent mortgage lending institutions generally and specifically referred to in
the Lender's title insurance policy delivered to the originator of the Mortgage
Loan and (a) referred to or otherwise considered in the appraisal made for
the originator of the Mortgage Loan or (b) which do not adversely affect
the Appraised Value of the Mortgaged Property set forth in such appraisal;

(3)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 Mortgage or the use, enjoyment, value or marketability of the
related Mortgaged Property; and

(4)with respect to each Mortgage Loan which is indicated by the Borrower
to be a Second Lien Mortgage Loan (as reflected on the Mortgage Loan Data
Transmission), a First Lien on the Mortgaged Property.



Any security agreement, chattel mortgage or equivalent document related to
and delivered in connection with the Mortgage Loan establishes and creates a
valid, subsisting and enforceable (A) first lien and first priority
security interest with respect to each Mortgage Loan which is indicated by the
Borrower to be a First Lien Mortgage Loan (as reflected on the Mortgage Loan
Data Transmission or (B) second lien and second priority security interest
with respect to each Mortgage Loan which is indicated by the Borrower to be a
Second Lien Mortgage Loan (as reflected on the Mortgage Loan Data Transmission),
in either case, on the property described therein and the Borrower has full
right to pledge and assign the same to the Lender.  The Mortgaged Property was
not, as of the date of origination of the Mortgage Loan, subject to a mortgage,
deed of trust, deed to secure debt or other security instrument creating a lien
subordinate to the lien of the Mortgage.

(k)Validity of Mortgage Documents.  The Mortgage Note and the
Mortgage and any other agreement executed and delivered by a Mortgagor or
guarantor, if applicable, in connection with a Mortgage Loan are genuine, and
each is the legal, valid and binding obligation of the maker thereof enforceable
in accordance with its terms.  All parties to the Mortgage Note, the Mortgage
and any other such related agreement had legal capacity to enter into the
Mortgage Loan and to execute and deliver the Mortgage Note, the Mortgage and any
such agreement, and the Mortgage Note, the Mortgage and any other such related
agreement have been duly and properly executed by such related parties.  No
fraud, error, omission, misrepresentation, negligence or similar occurrence with
respect to a Mortgage Loan has taken placed on the part of any Person,
including, without ]imitation, the Mortgagor, any appraiser, any builder or
developer, or any other party involved in the origination of the Mortgage Loan.
The Borrower has reviewed all of the documents constituting the Servicing File
and has made such inquiries as it deems necessary to make and confirm the
accuracy of the representations set forth herein.

(l)Full Disbursement of Proceeds.  The proceeds of the Mortgage
Loan have been My disbursed (or shall be fully disbursed pursuant to the terms
of the Custodial Agreement) and, except with respect to any open end HELOC,
there is no further requirement for future advances thereunder, and any and all
requirements as to completion of any on-- site or off-site improvement and as to
disbursements of any escrow funds therefor have been complied with.  All costs,
fees and expenses incurred in making or closing the Mortgage Loan and the
recording of the Mortgage were paid, and the Mortgagor is not entitled to any
refund of any amounts paid or due under the Mortgage Note or Mortgage.

(m)Ownership.  The Borrower is the sole owner and holder of the
Mortgage Loan.  All Mortgage Loans acquired by the Borrower from third parties
(including affiliates) were acquired in a true and legal sale pursuant to which
such third party sold, transferred, conveyed and assigned to the Borrower all of
its right, title and interest in, to and under such Mortgage Loan and retained
no interest in such Mortgage Loan.  In connection with such sale, such third
party received reasonably equivalent value and fair consideration and, in
accordance with GAAP and for federal income tax purposes, reported the sale of
such Mortgage Loan to the Borrower as a sale of its interests in such Mortgage
Loan.  The Mortgage Loan is not assigned or pledged, and the Borrower has good,
indefeasible and marketable title thereto, and has full right to transfer,
pledge and assign the Mortgage Loan to the Lender free and clear of any
encumbrance, equity, participation interest, lien, pledge, charge, claim or
security interest, and has full right and authority subject to no interest or
participation of, or agreement with, any other party, to assign, transfer and
pledge each Mortgage Loan pursuant to this Loan Agreement and following the
pledge of each Mortgage Loan, the Lender will hold such Mortgage Loan free and
clear of any encumbrance, equity, participation interest, lien, pledge, charge,
claim or security interest except any such security interest created pursuant to
the terms of this Loan Agreement.

(n)Doing Business.  All parties which have had any interest in the
Mortgage Loan, whether as mortgagee, assignee, pledgee or otherwise, are (or,
during the period in which they held and disposed of such interest, were)
(i) in compliance with any and all applicable licensing requirements of the
laws of the state wherein the Mortgaged Property is located, and
(ii) either (A) organized under the laws of such state,
(B) qualified to do business in such state, (C) a federal savings and
loan association, a savings bank or a national bank having a principal office in
such state or (D) not doing business in such state.

(o)LTV.  As of the date of origination of the Mortgage Loan, the
LTV is identified on the Mortgage Loan Data Transmission.

(p)Title Insurance.  The Mortgage Loan is covered by either
(i) an attorney's opinion of title and abstract of title, the form and
substance of which is acceptable to prudent mortgage lending institutions making
mortgage loans in the wherein the Mortgaged Property is located or (ii) an
ALTA Lender's title insurance policy or other generally acceptable form of
policy or insurance acceptable to Fannie Mae or Freddie Mac and each such title
insurance policy is issued by a title insurer acceptable to Fannie Mae or
Freddie Mac and qualified to do business in the jurisdiction where the Mortgaged
Property is located, insuring the Borrower, its successors and assigns, as to
the first priority lien of the Mortgage in the original principal amount of the
Mortgage Loan (or to the extent a Mortgage Note provides for negative
amortization, the maximum amount of negative amortization in accordance with the
Mortgage), subject only to the exceptions contained in clauses (1), (2), (3)
and, with respect to each Mortgage Loan which is indicated by the Borrower to be
a Second Lien Mortgage Loan (as reflected on the Mortgage Loan Data
Transmission), (4) of paragraph (j) of this Part I of Schedule 1, and in
the case of adjustable rate Mortgage Loans, against any loss by reason of the
invalidity or unenforceability of the lien resulting from the provisions of the
Mortgage providing for adjustment to the Mortgage Interest Rate and Monthly
Payment.  Where required by state law or regulation, the Mortgagor has been
given the opportunity to choose the carrier of the required mortgage title
insurance.  Additionally, such Lender's title insurance policy affirmatively
insures ingress and egress and against encroachments by or upon the Mortgaged
Property or any interest therein.  The title policy does not contain any special
exceptions (other than the standard exclusions) for zoning and uses and has been
marked to delete the standard survey exception or to replace the standard survey
exception with a specific survey reading.  The Borrower, its successors and
assigns, are the sole insureds of such Lender's title insurance policy, and such
Lender's title insurance policy is valid and remains in full force and effect
and will be in force and effect upon the consummation of the transactions
contemplated by this Loan Agreement.  No claims have been made under such
Lender's title insurance policy, and no prior holder or servicer of the related
Mortgage, including the Borrower, has done, by act or omission, anything which
would impair the coverage of such Lender's title insurance policy, including,
without ]imitation, no unlawful fee, commission, kickback or other unlawful
compensation or value of any kind has been or will be received, retained or
realized by any attorney, firm or other Person, and no such unlawful items have
been received, retained or realized by the Borrower.

(q)No Defaults.  There is no default, breach, violation or event
of acceleration existing under the Mortgage or the Mortgage Note and no event
has occurred which, with the passage of time or with notice and the expiration
of any grace or cure period, would constitute a default, breach, violation or
event of acceleration, and neither the Borrower nor its predecessors have waived
any default, breach, violation or event of acceleration.  With respect to each
Mortgage Loan which is indicated by the Borrower to be a Second Lien Mortgage
Loan (as reflected on the Mortgage Loan Data Transmission) (i) the First
Lien is in full force and effect, (ii) there is no default, breach,
violation or event of acceleration existing under such First Lien mortgage or
the related mortgage note, (iii) no event which, with the passage of time
or with notice and the expiration of any grace or cure period, would constitute
a default, breach, violation or event of acceleration thereunder, and either
(A) the First Lien mortgage contains a provision which allows or
(B) applicable law requires, the mortgagee under the second lien Mortgage
Loan to receive notice of, and affords such mortgagee an opportunity to cure any
default by payment in full or otherwise under the First Lien Mortgage Loan.

(r)No Mechanics' Liens.  At origination, there were no mechanics'
or similar liens or claims which have been filed for work, labor or material
(and no rights are outstanding that under the law could give rise to such liens)
affecting the Mortgaged Property which are or may be liens prior to, or equal or
coordinate with the lien of the Mortgage.

(s)Location of Improvements:  No Encroachments.  All improvements
which were considered in determining the Appraised Value of the Mortgaged
Property lie wholly within the boundaries and building restriction lines of the
Mortgaged Property, and no improvements on adjoining properties encroach upon
the Mortgaged Property.  No improvement located on or being part of the
Mortgaged Property is in violation of any applicable zoning and building law,
ordinance or regulation.

(t)Origination:  Payment Terms.  The Mortgage Loan was originated
by or in conjunction with a mortgagee approved by the Secretary of Housing and
Urban Development pursuant to Sections 203 and 211 of the National Housing
Act, a savings and loan association, a savings bank, a commercial bank, credit
union, insurance company or similar banking institution which is supervised and
examined by a federal or state authority.  Principal payments on the Mortgage
Loan commenced no more than sixty (60) days after fields were disbursed in
connection with the Mortgage Loan.  The Mortgage Interest Rate is adjusted, with
respect to adjustable rate Mortgage Loans, on each Interest Rate Adjustment Date
to equal the Index plus the Gross Margin (rounded up or down to the nearest. 125
%), subject to the Mortgage Interest Rate Cap.  The Mortgage Note is payable on
the day set forth in the Mortgage Note in equal monthly installments of
principal and interest, which installments of interest, with respect to
adjustable rate Mortgage Loans, are subject to change due to the adjustments to
the Mortgage Interest Rate on each Interest Rate Adjustment Date, with interest
calculated and payable in arrears, sufficient to amortize the Mortgage Loan
fully by the stated maturity date, over an original term of not more than 30
years from commencement of amortization.  The Due Date of the first payment
under the Mortgage Note is no more than 60 days from the date of the Mortgage
Note.

(u)Customary Provisions.  The Mortgage Note has a stated maturity.
The Mortgage contains customary and enforceable provisions such as to render the
rights and remedies of the holder thereof adequate for the realization against
the Mortgaged Property of the benefits of the security provided thereby,
including, (i) in the case of a Mortgage designated as a deed of trust, by
trustee's sale, and (ii) otherwise by judicial foreclosure.  Upon default
by a Mortgagor on a Mortgage Loan and foreclosure on, or trustee's sale of, the
Mortgaged Property pursuant to the proper procedures, the holder of the Mortgage
Loan will be able to deliver good and merchantable title to the Mortgaged
Property.  There is no homestead or other exemption available to a Mortgagor
which would interfere with the right to sell the Mortgaged Property at a
trustee's sale or the right to foreclose the Mortgage.

(v)Conformance with Underwriting Guidelines and Agency Standards.
The Mortgage Loan was underwritten in accordance with the applicable
Underwriting Guidelines.  The Mortgage Note and Mortgage are on forms similar to
those used by Freddie Mac or Fannie Mae and the Borrower has not made any
representations to a Mortgagor that are inconsistent with the mortgage
instruments used.

(w)Occupancy of the Mortgaged Property.  As of the Funding Date
the Mortgaged Property is either vacant or ]awfully occupied under applicable
law.  All inspections, licenses and certificates required to be made or issued
with respect to all occupied portions of the Mortgaged Property and, with
respect to the use and occupancy of the same, including but not limited to
certificates of occupancy and fire underwriting certificates, have been made or
obtained from the appropriate authorities.  The Borrower has not received
written notification from any governmental authority that the Mortgaged Property
is in material non-compliance with such laws or regulations, is being used,
operated or occupied unlawfully or has failed to have or obtain such inspection,
licenses or certificates, as the case may be.  The Borrower has not received
notice of any violation or failure to conform with any such law, ordinance,
regulation, standard, license or certificate.  Except as otherwise set forth in
the Mortgage Loan Data Transmission, the Mortgagor represented at the time of
origination of the Mortgage Loan that the Mortgagor would occupy the Mortgaged
Property as the Mortgagor's primary residence.

(x)No Additional Collateral.  The Mortgage Note is not and has not
been secured by any collateral except the lien of the corresponding Mortgage and
the security interest of any applicable security agreement or chattel mortgage
referred to in clause (j) above.

(y)Deeds of Trust.  In the event the Mortgage constitutes a deed
of trust, a trustee, authorized and duly qualified under applicable law to serve
as such, has been properly designated and currently so serves and is named in
the Mortgage, and no fees or expenses are or will become payable by the
Custodian or the Lender to the trustee under the deed of trust, except in
connection with a trustee's sale after default by the Mortgagor.

(z)Delivery of Mortgage Documents.  If the Mortgage Loan is a Dry
Loan, the Mortgage Note, the Mortgage, the Assignment of Mortgage and any other
documents required to be delivered under the Custodial Agreement for each
Mortgage Loan have been delivered to the Custodian.  The Borrower or its agent
is in possession of a complete, true and materially accurate Mortgage File in
compliance with the Custodial Agreement, except for such documents the originals
of which have been delivered to the Custodian.

(aa)Transfer of Mortgage Loans.  If the Mortgage Loan is a Dry
Loan, the Assignment of Mortgage is in recordable form and is acceptable for
recording under the laws of the jurisdiction in which the Mortgaged Property is
located.

(bb)Due-On-Sale.  The Mortgage contains an enforceable provision
for the acceleration of the payment of the unpaid principal balance of the
Mortgage Loan in the event that the Mortgaged Property is sold or transferred
without the prior written consent of the mortgagee thereunder.

(cc)No Buydown Provisions:  No Graduated Payments or Contingent
Interests.  The Mortgage Loan does not contain provisions pursuant to which
Monthly Payments are paid or partially paid with funds deposited in any separate
account established by the Borrower, the Mortgagor, or anyone on behalf of the
Mortgagor, or paid by any source other than the Mortgagor nor does it contain
any other similar provisions which may constitute a "buydown" provision.  The
Mortgage Loan is not a graduated payment mortgage loan and the Mortgage Loan
does not have a shared appreciation or other contingent interest feature.

(dd)Consolidation of Future Advances.  Any future advances made to
the Mortgagor prior to the origination of the Mortgage Loan have been
consolidated with the outstanding principal amount secured by the Mortgage, and
the secured principal amount, as consolidated, bears a single interest rate and
single repayment term.  The lien of the Mortgage securing the consolidated
principal amount is expressly insured as having (A) first lien priority
with respect to each Mortgage Loan which is indicated by the Borrower to be a
First Lien Mortgage Loan (as reflected on the Mortgage Loan Data Transmission)
or (B) second lien priority with respect to each Mortgage Loan which is
indicated by the Borrower to be a Second Lien Mortgage Loan (as reflected on the
Mortgage Loan Data Transmission), in either case, by a title insurance policy,
an endorsement to the policy insuring the mortgagee's consolidated interest or
by other title evidence acceptable to Fannie Mae and Freddie Mac.  The
consolidated principal amount does not exceed the original principal amount of
the Mortgage Loan.

(ee)Mortgaged Property Undamaged.  The Mortgaged Property (and
with respect to any Cooperative Loan, the Cooperative Unit) is undamaged by
waste, fire, earthquake or earth movement, windstorm, flood, tornado or other
casualty so as to affect adversely the value of the Mortgaged Property as
security for the Mortgage Loan or the use for which the premises were intended
and each Mortgaged Property is in good repair.  There have not been any
condemnation proceedings with respect to the Mortgaged Property and the Borrower
has no knowledge of any such proceedings.

(f1) Collection Practices:  Escrow Deposits:  Interest Rate Adjustments.  The
origination and collection practices used by the originator, each servicer of
the Mortgage Loan and the Borrower with respect to the Mortgage Loan have been
in all material respects in compliance with Accepted Servicing Practices,
applicable laws and regulations, and have been in all respects legal and proper.
With respect to escrow deposits and Escrow Payments (other than with respect to
each Mortgage Loan which is indicated by the Borrower to be a Second Lien
Mortgage Loan and for which the mortgagee under the First Lien Mortgage Loan is
collecting Escrow Payments (as reflected on the Mortgage Loan Data
Transmission), all such payments are in the possession of, or under the control
of, the Borrower and there exist no deficiencies in connection therewith for
which customary arrangements for repayment thereof have not been made.  All
Escrow Payments have been collected in full compliance with state and federal
law.  An escrow of funds is not prohibited by applicable law and has been
established in an amount sufficient to pay for every item that remains unpaid
and has been assessed but is not yet due and payable.  No escrow deposits or
Escrow Payments or other charges or payments due the Borrower have been
capitalized under the Mortgage or the Mortgage Note.  All Mortgage Interest Rate
adjustments have been made in strict compliance with state and federal law and
the terms of the related Mortgage Note.  Any interest required to be paid
pursuant to state, federal and local law has been properly paid and
credited.

(gg)Other Insurance Policies.  No action, inaction or event has
occurred and no state of facts exists or has existed that has resulted or will
result in the exclusion from, denial of, or defense to coverage under any
applicable special hazard insurance policy, PMI Policy or bankruptcy bond,
irrespective of the cause of such failure of coverage.  In connection with the
placement of any such insurance, no commission, fee, or other compensation has
been or will be received by the Borrower or by any officer, director, or
employee of the Borrower or any designee of the Borrower or any corporation in
which the Borrower or any officer, director, or employee had a financial
interest at the time of placement of such insurance.

(hh)Soldiers' and Sailors' Civil Relief Act.  The Mortgagor has
not notified the Borrower, and the Borrower has no knowledge, of any relief
requested or allowed to the Mortgagor under the Soldiers' and Sailors' Civil
Relief Act of 1940.

(ii)Appraisal.  The Mortgage File contains an appraisal of the
related Mortgaged Property signed prior to the approval of the Mortgage Loan
application by a qualified appraiser, duly appointed by the Borrower or the
Qualified Originator, who had no interest, direct or indirect in the Mortgaged
Property or in any loan made on the security thereof, and whose compensation is
not affected by the approval or disapproval of the Mortgage Loan, and the
appraisal and appraiser both satisfy the requirements of Fannie Mae or Freddie
Mac and Title XI of the Federal Institutions Reform, Recovery, and Enforcement
Act of 1989 as amended and the regulations promulgated thereunder, all as in
effect on the date the Mortgage Loan was originated.

(jj)Disclosure Materials.  The Mortgagor has executed a statement
to the effect that the Mortgagor has received all disclosure materials required
by applicable law with respect to the making of adjustable rate mortgage loans,
and the Borrower maintains such statement in the Mortgage File.

(kk)Construction or Rehabilitation of Mortgaged Property.  No
Mortgage Loan was made in connection with the construction or rehabilitation of
a Mortgaged Property or facilitating the trade-in or exchange of a Mortgaged
Property.

(ll)No Defense to Insurance Coverage.  No action has been taken or
failed to be taken, no event has occurred and no state of facts exists or has
existed on or prior to the Funding Date (whether or not known to the Borrower on
or prior to such date) which has resulted or will result in an exclusion from,
denial of, or defense to coverage under any private mortgage insurance
(including, without limitation, any exclusions, denials or defenses which would
limit or reduce the availability of the timely payment of the full amount of the
loss otherwise due thereunder to the insured) whether arising out of actions,
representations, errors, omissions, negligence, or fraud of the Borrower, the
related Mortgagor or any party involved in the application for such coverage,
including the appraisal, plans and specifications and other exhibits or
documents submitted therewith to the insurer under such insurance policy, or for
any other reason under such coverage, but not including the failure of such
insurer to pay by reason of such insurer's breach of such insurance policy or
such insurer's financial inability to pay.

(mm)Capitalization of Interest.  The Mortgage Note does not by its
terms provide for the capitalization or forbearance of interest.

(nn)No Equity Participation.  No document relating to the Mortgage
Loan provides for any contingent or additional interest in the form of
participation in the cash flow of the Mortgaged Property or a sharing in the
appreciation of the value of the Mortgaged Property.  The indebtedness evidenced
by the Mortgage Note is not convertible to an ownership interest in the
Mortgaged Property or the Mortgagor and the Borrower has not financed nor does
it own directly or indirectly, any equity of any form in the Mortgaged Property
or the Mortgagor.

(oo)Withdrawn Mortgage Loans.  If the Mortgage Loan has been
released to the Borrower pursuant to a Request for Release as permitted under
Section S of the Custodial Agreement, then the promissory note relating to the
Mortgage Loan was returned to the Custodian within 10 days (or if such tenth day
was not a Business Day, the next succeeding Business Day).

(pp)No Exception.  Other than as noted by the Custodian on the
Exception Report; no Material Exception exists (as defined in the Custodial
Agreement) with respect to the Mortgage Loan which would materially adversely
affect the Mortgage Loan or the Lender's security interest, granted by the
Borrower, in the Mortgage Loan as determined by the Lender in its sole
discretion.

(qq)Qualified Originator.  The Mortgage Loan has been originated
by, and, if applicable, purchased by the Borrower from, a Qualified
Originator.

(rr)Mortgage Submitted for Recordation.  The Mortgage has been
submitted for recordation in the appropriate governmental recording office of
the jurisdiction where the Mortgaged Property is located.

(ss)Acceptable Investment.  No specific circumstances or
conditions exist with respect to the Mortgage, the Mortgaged Property, the
Mortgagor or the Mortgagor's credit standing that should reasonably be expected
to (i) cause private institutional investors which invest in Mortgage Loans
similar to the Mortgage Loan to regard the Mortgage Loan as an unacceptable
investment, (ii) cause the Mortgage Loan to be more likely to become past
due in comparison to similar Mortgage Loans, or (iii) adversely affect the
value or marketability of the Mortgage Loan in comparison to similar Mortgage
Loans.

(tt)Environmental Matters.  The Mortgaged Property is free from
any and all toxic or hazardous substances and there exists no violation of any
local, state or federal environmental law, rule or regulation.

(uu)Ground Leases.  With respect to each ground lease to which the
Mortgaged Property is subject (a "Ground Lease"):  (i) the Mortgagor is the
owner of a valid and subsisting interest as tenant under the Ground Lease;
(ii) the Ground Lease is in full force and effect, unmodified and not
supplemented by any writing or otherwise; (iii) all rent, additional rent
and other charges reserved therein have been paid to the extent they are payable
to the date hereof; (iv) the Mortgagor enjoys the quiet and peaceful
possession of the estate demised thereby, subject to any sublease; (v) the
Mortgagor is not in default under any of the terms thereof and there are no
circumstances which, with the passage of time or the giving of notice or both,
would constitute an event of default thereunder; (vii) the lessor under the
Ground Lease is not in default under any of the temps or provisions thereof on
the part of the lessor to be observed or performed; (vii) the lessor under
the Ground Lease has satisfied all of its repair or construction obligations, if
any, to date pursuant to the terms of the Ground Lease; and (ix) the
execution, delivery and performance of the Mortgage do not require the consent
(other than those consents which have been obtained and are in full force and
effect) under, and will not contravene any provision of or cause a default
under, the Ground Lease.

(vv)Value of Mortgage Property.  The Borrower has no knowledge of
any circumstances existing that should reasonably be expected to adversely
affect the value or the marketability of the Mortgaged Property or the Mortgage
Loan or to cause the Mortgage Loan to prepay during any period materially faster
or slower than the Mortgage Loans originated by the Borrower generally.

(ww)Section 32 Mortgages; Overages.  The Borrower has
provided the related Mortgagor with al] disclosure materials required by
Section 226.32 of the Federal Reserve Board Regulation Z with respect to
any Mortgage Loans subject to such Section of the Federal Reserve Board
Regulation Z.  The Borrower has not made or caused to be made any payment in the
nature of an "overage" or "yield spread premium" to a mortgage broker or like
Person which has not been fully disclosed to the Mortgagor.

(xx)Cooperative Loans.  With respect to each Cooperative Loan,
each original UCC financing statement, continuation statement or other
governmental filing or recordation necessary to create or preserve the
perfection and priority of the first priority lien and security interest in the
Cooperative Shares and Proprietary Lease has been timely and properly made.  Any
security agreement, chattel mortgage or equivalent document related to the
Cooperative Loan and delivered to the Borrower or its designee establishes in
the Borrower a valid and subsisting perfected first lien on and security
interest in the Mortgaged Property described therein, and the Borrower has full
right to sell and assign the same.

(yy)Takeout Commitment.  Each Mortgage Loan is subject to a
Takeout Commitment which is a valid, binding and subsisting obligation
enforceable in accordance with its terms unless otherwise waived by the
Lender.

(zz)First Lien Consent.  With respect to each Mortgage Loan which
is a Second Lien Mortgage Loan, (i) if the related first lien provides for
negative amortization, the LTV was calculated at the maximum principal balance
of such first lien that could result upon application of such negative
amortization feature, and (ii) either no consent for the Mortgage Loan is
required by the holder of the first lien or such consent has been obtained and
is contained in the Mortgage File.

Schedule 2

FILING JURISDICTIONS AND OFFICES

California -- Secretary of State

Delaware -- Secretary of State


Schedule 3

RELEVANT STATES

All States and the District of Columbia


Schedule 4

SUSIDIARIES

None


EXHIBIT A

[FORM OF PROMISSORY NOTE]

$300,000,000

[Month] __, _____,

New York, New York

FOR VALUE RECEIVED, E-LOAN, INC., a Delaware corporation (the "Borrower"),
hereby promises to pay to the order of GREENWICH CAPITAL FINANCIAL PRODUCTS,
INC. (the "Lender"), at the principal office of the Lender at 600 Steamboat
Road, Greenwich, Connecticut 06830, in lawful money of the United States, and in
immediately available funds, the principal sum of THREE HUNDRED MILLION DOLLARS
($300,000,000) (or such lesser amount as shall equal the aggregate unpaid
principal amount of the Advances made by the Lender to the Borrower under the
Loan Agreement), on the dates and in the principal amounts provided in the Loan
Agreement, and to pay interest on the unpaid principal amount of each such
Advance, at such office, in like money and funds, for the period commencing on
the date of such Advance until such Advance shall be paid in fill, at the rates
per annum and on the dates provided in the Loan Agreement.

The date, amount and interest rate of each Advance made by the Lender to the
Borrower, and each payment made on account of the principal thereof, shall be
recorded by the Lender on its books and, prior to any transfer of this Note,
endorsed by the Lender on the schedule attached hereto or any continuation
thereof; provided, that the failure of the Lender to make any such recordation
or endorsement shall not affect the obligations of the Borrower to make a
payment when due of any amount owing under the Loan Agreement or hereunder in
respect of the Advances made by the Lender.

This Note is the Note referred to in the Master Loan and Security Agreement
dated as of March 21, 2002 (as amended, supplemented or otherwise modified
and in effect from time to time, the "Loan Agreement") between the Borrower, and
the Lender, and evidences Advances made by the Lender thereunder.  Terms used
but not defined in this Note have the respective meanings assigned to them in
the Loan Agreement.

The Borrower agrees to pay al] the Lender's costs of collection and
enforcement (including reasonable attorneys' fees and disbursements of Lender's
counsel) in respect of this Note when incurred, including, without limitation,
reasonable attorneys' fees through appellate proceedings.

Notwithstanding the pledge of the Collateral, the Borrower hereby
acknowledges, admits and agrees that the Borrower's obligations under this Note
are recourse obligations of the Borrower to which the Borrower pledges its full
faith and credit.

The Borrower, and any indorsers or guarantors hereof, (a) severally
waive diligence, presentment, protest and demand and also notice of protest,
demand, dishonor and nonpayments of this Note, (b) expressly agree that
this Note, or any payment hereunder, may be extended from time to time, and
consent to the acceptance of further Collateral, the release of any Collateral
for this Note, the release of any party primarily or secondarily liable hereon,
and (c) expressly agree that it will not be necessary for the Lender, in
order to enforce payment of this Note, to first institute or exhaust the
Lender's remedies against the Borrower or any other party liable hereon or
against any Collateral for this Note.  No extension of time for the payment of
this Note, or any installment hereof, made by agreement by the Lender with any
person now or hereafter liable for the payment of this Note, shall affect the
liability under this Note of the Borrower, even if the Borrower is not a party
to such agreement; provided, however, that the Lender and the Borrower, by
written agreement between them, may affect the liability of the Borrower.

Any reference herein to the Lender shall be deemed to include and apply to
every subsequent holder of this Note.  Reference is made to the Loan Agreement
for provisions concerning optional and mandatory prepayments, Collateral,
acceleration and other material terms affecting this Note.

Any enforcement action relating to this Note may be brought by motion for
summary judgment in lieu of a complaint pursuant to Section 3213 of the New
York Civil Practice Law and Rules.  The Borrower hereby submits to New York
jurisdiction with respect to any action brought with respect to this Note and
waives any right with respect to the doctrine of forum non conveniens with
respect to such transactions.

This Note shall be governed by and construed under the laws of the State
of New York (without reference to choice of law doctrine but with reference to
Section 5-1401 of the New York General Obligations Law, which by its terms
applies to this Note) whose laws the Borrower expressly elects to apply to this
Note.  The Borrower agrees that any action or proceeding brought to enforce or
arising out of this Note may be commenced in the Supreme Court of the State of
New York, Borough of Manhattan, or in the District Court of the United States
for the Southern District of New York.
E-LOAN, INC.
By:

Name:  

Title:  

 














SCHEDULE OF LOANS

This Note evidences Advances made under the within-described Loan Agreement
to the Borrower, on the dates, in the principal amounts and bearing interest at
the rates set forth below, and subject to the payments and prepayments of
principal set forth below:

	
Date Made
	
Principal Amount of Loan
	
Amount Paid or Prepaid
	
Unpaid Principal Amount
	
Notation Made by

	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 




EXHIBIT B

CUSTODIAL AGREEMENT

CUSTODIAL AGREEMENT (this "Custodial Agreement") dated as of
June 21, 2000, made by and among:
(i)E-LOAN.COM, INC., a Delaware corporation (the "Borrower");

(ii)BANKERS TRUST COMPANY OF CALIFORNIA, N.A., as custodian for the
Lender (in such capacity, the "Custodian"); and

(iii)GREENWICH CAPITAL FINANCIAL PRODUCTS, INC., a Delaware corporation
(the "Lender").





RECITALS

The Borrower and the Lender are parties to the Master Loan and Security
Agreement, dated as of May 10, 1999 (as amended, supplemented or otherwise
modified and in effect from time to time, the "Loan Agreement"), pursuant
to which the Lender has agreed, subject to the terms and conditions of the Loan
Agreement, to make revolving credit loans to the Borrower to finance Eligible
Mortgage Loans (as defined therein) owned by the Borrower.

It is a condition precedent to the effectiveness of the Loan Agreement that
the parties hereto execute and deliver this Custodial Agreement to provide for
the appointment of the Custodian as custodian hereunder.  Accordingly, the
parties hereto agree as follows:
Section 1.Definitions.







Unless otherwise defined herein, terms defined in the Loan Agreement shall
have their respective assigned meanings when used herein, and the following
terms shall have the following meanings:

"Acceptable Attorney" shall mean any attorney-at-law to which the
Custodian has sent an Attorney's Bailee Letter, except for an attorney whom the
Lender has notified the Custodian and the Borrower in writing that such attorney
is not reasonably satisfactory to the Lender.

"Advance" shall mean a loan made by the Lender to Borrower from time
to time, on the terms and conditions set forth in the Loan Agreement.

"Advance Balance" shall mean the aggregate outstanding principal
balance of an Advance secured by the applicable pledged Mortgage Loans.

"AM Funded Wet Loan" shall have the meaning specified in
Section 3(g) hereof.

"Approved Purchaser" shall mean a third party purchaser or Takeout
Investor approved by the Lender in its sole discretion, front time to time and
as provided on list delivered to the Custodian by the Lender.

"Approved Title Insurance Company" shall mean a title insurance
company approved by the Lender in its sole discretion, provided on a list
delivered to the Custodian by the Lender.

"Assignment of Mortgage" shall mean with respect to any Mortgage, an
assignment of the Mortgage, notice of transfer or equivalent instrument in
recordable form, sufficient under the laws of the jurisdiction wherein the
related Mortgaged Property is located to reflect the assignment and pledge of
the Mortgage.

"Attorney's Bailee Letter" shall mean a letter substantially in the
form of Annex 12 hereto.

"Authorized Representative" shall have the meaning specified in
Section 18 hereof.

"Business Day" shall mean any day other than (i) a Saturday or
Sunday, or (ii) a day on which the New York Stock Exchange, the Federal
Reserve Bank of New York, the Lender or the Custodian is authorized or obligated
by law or executive order to be closed.

"Borrowing Base" shall mean the aggregate Collateral Value of all
Eligible Mortgage Loans that have been, and remain, pledged to the Lender
hereunder.

"Borrowing Base Deficiency" shall have the meaning provided in the
Loan Agreement.

"Collateral" shall have the meaning assigned thereto in the Loan
Agreement.

"Cooperative Corporation" shall mean with respect to any Cooperative
Loan, the cooperative apartment corporation that holds legal title to the
related Cooperative Project and grants occupancy rights to units therein to
stockholders through Proprietary Leases or similar arrangements.

"Cooperative Loan" shall mean a Mortgage Loan that is secured by a
first lien on and a perfected security interest in Cooperative Shares and the
related Proprietary Lease granting exclusive rights to occupy the related
Cooperative Unit in the building owned by the related Cooperative
Corporation.

"Cooperative Project" shall mean with respect to any Cooperative Loan,
all real property and improvements thereto and rights therein and thereto owned
by a Cooperative Corporation including without limitation the land, separate
dwelling units and all common elements.

"Cooperative Shares" shall mean with respect to any Cooperative Loan,
the shares of stock issued by a Cooperative Corporation and allocated to a
Cooperative Unit and represented by a stock certificate.

"Cooperative Unit" shall mean with respect to any Cooperative Loan, a
specific unit in a Cooperative Project.

"Custodial Delivery Failure" shall have the meaning specified in
Section 13 hereof.

"Custodian Loan Transmission" shall mean in the case of each Mortgage
Loan, a computer-readable transmission containing the follow in" information to
be delivered by the Custodian to the Lender pursuant to this Custodial
Agreement:  the Mortgage Loan number, Mortgagor's name, Exception Report and,
with respect to any Mortgage Files which have been released (i) to the
Borrower pursuant to Section 5(a) hereof pursuant to a Transmittal Letter,
(ii) as described in Section 5(b) hereof, or (iii) pursuant to an
Attorney Bailee Letter as described in Section 5(c) hereof, the date such
Mortgage Files were released and to whom they were released.  The Custodian
shall incorporate all current data provided by the Borrower to the Custodian
into the Custodian Loan Transmission.

"Disbursement Account" shall have the meaning specified in
Section 3(d) hereof.

"Dry Loan" shall mean a first lien Mortgage Loan which is underwritten
in accordance with the Underwriting Guidelines (as defined in the Loan
Agreement) which Mortgage File contains all required Mortgage Loan Documents for
which the Custodian holds in its possession the documents pursuant to
Section 2(a).

"Escrow Letter" shall mean an escrow agreement or letter stating that
in the a vent of a Rescission or any other reason the Mortgage Loan fails to
fund on a given day, the party conducting the closing is holding all funds which
would have been disbursed on behalf of the Mortgagor as agent for and for the
benefit of the Lender and such funds shall be redeposited in the Disbursement
Account for benefit of the Lender not later than one Business Day after the date
of Rescission or other failure of the Mortgage Loan to fund on a given day.

"Event of Default" shall have the meaning provided in Section 8
of the Loan Agreement.

"Exception" shall mean, with respect to any Mortgage Loan any variance
from the requirements of Section 2 hereof with respect to the Mortgage
Files (taking into consideration the Borrower's right to deliver certified
copies in lieu of original documents in certain circumstances).

"Exception Report" means a list, in a format mutually acceptable to
the Lender, the Custodian and the Borrower, of Mortgage Loans delivered by the
Custodian to the Lender and the Borrower as provided in Section 3 hereof,
reflecting the Mortgage Loans held by the Custodian for the benefit of the
Lender, which includes codes as described in Annex 13 indicating any
Exceptions with respect to each Mortgage Loan listed thereon.  Each Exception
Report shall set forth (a) the Mortgage Loans being pledged to the Lender
on any applicable Funding Date as well as the Mortgage Loans previously pledged
to the Lender and held by the Custodian hereunder, which such Mortgage Loans
shall be listed separately from those funded on the current Funding Date, and
(b) all Exceptions with respect thereto, with and updates thereto from the
time last delivered.

"Funding Date" means the date on which an Advance is made pursuant to
the Loan Agreement.

"Insured Closing Letter" shall mean a letter of indemnification
from an Approved Title Insurance Company addressed to the Borrower with coverage
that is customarily acceptable to Persons engaged in the origination of mortgage
loans, identifying the Settlement Agent covered thereby.

"Loan Documents" shall have the meaning assigned thereto in the Loan
Agreement.

"Material Exception" shall mean, with respect to any Mortgage Loan,
(a) any Exception identified as a Material Exception on
Annex 13 hereto or as otherwise reasonably determined by the Lender;
or (b) with respect to which the Custodian receives written notice or has
actual knowledge of a lien or security interest in favor of a Person other than
the Lender with respect to such Mortgage Loan.

"Mortgage" shall mean the mortgage, deed of trust or other instrument,
which creates a first lien on either (i) \s 4th respect to a Mortgage Loan
other than a Cooperative Loan, the fee simple or leasehold estate in such real
properly or (ii) with respect to a Cooperative Loan, the Proprietary Lease
and related Cooperative Shares, which in either case secures the Mortgage
Note.

"Mortgage File" shall mean, as to each Mortgage Loan, those documents
listed in Section 2(a) of this Custodial Agreement that are delivered to
the Custodian or which at any time come into the possession of the
Custodian.

"Mortgage Loan" shall mean a mortgage loan or Cooperative Loan which
the Custodian has been instructed to hold for the Lender pursuant to this
Custodial Agreement, and which Mortgage Loan includes, without limitation,
(i) a Mortgage Note, the related Mortgage and all other Mortgage Loan
Documents and (ii) all right, title and interest of the Borrower in and to
the Mortgaged Property covered by such Mortgage.

"Mortgage Loan Documents" shall mean, with respect to a Mortgage Loan,
the documents comprising the Mortgage File for such Mortgage Loan.

"Mortgage Loan Transmission" shall mean a computer-readable
transmission in a standardized text format delivered by the Borrower to the GCFP
bulletin board and the Custodian incorporating the fields identified on
Annex 1 or as otherwise mutually agreed upon by the Lender, the
Borrower and the Custodian which shall include the applicable information
relating to funding for the origination of a Wet Loan delivered by the Borrower
to the Lender which data shall include the applicable Wire Instruction Data.

"Mortgage Note" shall mean the original executed promissory note or
other evidence of the indebtedness of a Mortgagor with respect to a Mortgage
Loan.

"Mortgaged Property" means the real property (including all
improvements, buildings, fixtures, building equipment and personal proper
affixed thereto and all additions, alterations and replacements made at any time
with respect to the foregoing) and all other collateral securing repayment of
the debt evidenced by a Mortgage Note.

"Mortgagor" means the obligor on a Mortgage Note.

"Note" shall have the meaning assigned thereto in the Loan
Agreement.

"Notice of Borrowing and Pledge" shall mean an irrevocable Notice of
Borrowing and Pledge provided pursuant to the Loan Agreement.

"Notice of Intent to Issue Trust Receipt" shall mean Custodian's
notification, in the fonts of Annex 17 hereto, to the Lender and the
Borrower that requirements in Section 2 have been met and any such Wet
Loans are intended to be funded to Settlement Agents on the next Business Day
provided the Lender has also provided notice to the Custodian that the Lender
has approved of such funding.

"Notice of Sale and Request for Release" shall mean a notice to the
Custodian and the Lender in the form of Annex 3 hereto that certain
of the Mortgage Loans are being sold and specifying the date of such sale and
the amount of the Advance Balance being paid off with the proceeds of such sale
and requesting that certain documents with respect to such Mortgage Loans be
delivered to the related Takeout Investor.

"Officer's Certificate" shall mean a certificate signed by a
Responsible Officer of the Person delivering such certificate and delivered as
required by this Custodial Agreement.

"Operating Account" shall have the meaning specified in
Section 3(g) hereof.

"Opinion of Counsel" shall mean a written opinion letter of counsel in
form and substance reasonably acceptable to the party receiving such opinion
letter.

"Pledgee" shall have the meaning specified in Section 25
hereof.

"PM Funded Wet Loan" shall have the meaning specified in
Section 3(g) hereof.

"Proceeds" shall mean whatever is receivable or received when
Collateral or proceeds are sold, collected, exchanged or otherwise disposed of,
whether such disposition is voluntary or involuntary, and includes, without
limitation, all rights to payment, including return premiums, with respect to
any insurance relating thereto.

"Proprietary Lease" shall mean the lease on a Cooperative Unit
evidencing the possessory interest of the owner of the Cooperative Shares in
Such Cooperative Unit.

"Purchase Advice" shall mean the written notice provided by the
Borrower to the Lender that the Lender will be receiving a wire transfer on such
date.

"Rescission" shall mean the right of a Mortgagor to rescind the
related Mortgage Note and related documents pursuant to applicable law and
applicable agency guides.

"Responsible Officer" shall mean, as to any Person, the chief
executive officer or, with respect to financial matters, the chief financial
officer of such Person; provided, that in the event any such officer is
unavailable at any time he or she is required to take any action hereunder,
Responsible Officer shall mean any officer authorized to act on such officer's
behalf as demonstrated by a certificate of corporate resolution.

"Review Procedures" shall have the meaning specified in
Section 3(a) hereof.

"Secured Obligations" shall have the meaning assigned thereto in the
Loan Agreement.

"Servicing Transmission" shall have the meaning assigned thereto in
the Loan Agreement.

"Settlement Agent" shall mean, with respect to any, Wet Loan, the
Person specified in the Notice of Borrowing (which may be a title company,
escrow company or attorney in accordance with local law and practice in the
jurisdiction where the related Wet Loan is being originated and which is not
listed as an Unapproved Settlement Agent on Annex 15 attached hereto
as revised from time to time by the Lender) to which the proceeds of the related
Advance are to be distributed by the Custodian in accordance with the
instructions of the Borrower provided in the applicable Mortgage Loan
Transmission.

"Takeout Commitment" shall mean, with respect to any Mortgage Loan, an
irrevocable commitment issued by a Takeout Investor in favor of the Borrower
pursuant to which such Takeout Investor agrees to purchase such Mortgage Loan at
a specific price on a forward delivery basis.

"Takeout Investor" shall mean any of the parties listed on
Exhibit M to the Loan Agreement (as modified from time-to-time upon prior
approval by the Lender in its reasonable discretion.

"Transmittal Letter" shall mean a letter substantially in the form of
Annex 11 hereto.

"Trust Receipt" shall mean the trust receipt in the form annexed
hereto as Annex 2 delivered to the Lender by the Custodian covering
the Mortgage Loans subject to this Custodial Agreement from time to time.
Separate Trust Receipts will be delivered in connection with Dry Loans and Wet
Loans.

"Trust Receipt Interest" shall mean an interest in the Mortgage Loans
covered by the Trust Receipt which the Lender has pledged to a third party.

"Wet Loan" shall mean a wet-funded first lien Mortgage Loan which is
underwritten in accordance with the Underwriting Guidelines and does not contain
all the required Mortgage Loan Documents in the Mortgage File, which in order to
be deemed to be an Eligible Mortgage Loan, shall have the following additional
characteristics:

(a)the proceeds thereof have been funded (or, on the date of the Advance
supported by a Notice of Borrowing and Pledge are being funded) by wire transfer
or cashier's check, cleared check or draft or other form of immediately
available funds to the Settlement Agent for such Wet Loan;

(b)the Borrower expects such Wet Loan to close and become a valid lien
securing actual indebtedness by funding to the order of the Mortgagor
thereunder;

(c)the proceeds thereof have not been returned to the Lender from the
Settlement Agent for such Wet Loan;

(d)the Borrower has not learned that such Wet Loan will not be closed and
funded to the order of the Mortgagor;

(e)upon recordation such Mortgage Loan will constitute a first lien on
the premises described therein; and

(f)the Borrower shall haze obtained an Insured Closing Letter and Escrow
Letter with respect to such Wet Loan.

"Wire Instruction Data" shall mean the applicable information provided
relating to funding for the origination of a Wet Loan, which data shall include
the amount of the related wire transfer and related depository information as
required by Lender
Section 2.Delivery of Mortgage File.







(a)The Borrower shall from time to time deliver Mortgage Files to the
Custodian to be held hereunder, which shall be reviewed by the Custodian as
provided in Section 3.  With respect to each Advance, (i) in the case
of Dry Loans, the Borrower shall provide written notice, in the form of a Notice
of Borrowing and Pledge together with the related Mortgage Loan Transmission, to
the Lender and the Custodian with respect to such Dry Loans which are to be used
as Collateral no later than 6:00 p.m. (eastern time) on the day prior to
the requested Funding Date, (ii) in the case of AM Funded Wet Loans, the
Borrower shall provide written notice, in the form of a Notice of Borrowing and
Pledge together with the related Mortgage Loan Transmission and copies of the
related Insured Closing Letters and Escrow Letters, to the Lender and the
Custodian with respect to such AM Funded Wet Loans which are to be used as
Collateral no later than 6:00 p.m. (eastern time) on the day prior to the
requested Funding Date, (iii) in the case of PM Funded Wet Loans, the
Borrower shall provide written notice, in the form of a Notice of Borrowing and
pledge together with the related Mortgage Loan Transmission and copies of the
related Insured Closing Letters and Escrow Letters, to the Lender and the
Custodian with respect to such PM Funded Wet Loans which are to be used as
Collateral no later than 3:00 p.m. (eastern time) on the requested Funding
Date, and (iv) in the case of Dry Loans, the Borrower shall have delivered
to the Custodian the items set forth on Annex 16 hereto pertaining
to the Dry Loans which shall secure the Advance to be made on such Funding Date,
not later than 11:00 a.m. (eastern time) on such Funding Date.

Notwithstanding anything herein to the contrary, in the event that more than
100 Mortgage Files with respect to Dry Loans are to be delivered on any Funding
Date, the Custodian shall have such additional time to complete its review of
such Mortgage Files in excess of 100 as agreed between the Custodian and the
Borrower.  In such event, the Borrower shall deliver the Mortgage Files to the
Custodian so that the Custodian shall have the time required to complete its
review and issue the required Trust Receipts on the Funding Date.

Following the Custodian's review of the items specified above, the Custodian
shall deliver to the Lender a Notice of Intent to Issue Trust Receipt not later
than 9:00 p.m. (eastern time) on the day prior to the requested Funding
Date for any AM Funded Wet Loans, not later than 4:00 p.m. (eastern time)
on the requested Funding Date for any PM Funded Wet Loans, and not later than
12:00 noon (eastern time) on the request Funding Date for any Dry Loans.

(b)From time to time, the Borrower shall forward to the Custodian
additional original documents or additional documents evidencing any assumption,
modification, consolidation or extension of a Mortgage Loan approved by the
Borrower, in accordance with the terms of the Loan Agreement, and upon receipt
of any such other documents, the Custodian shall hold such other documents for
the Lender hereunder.

With respect to any documents which have been delivered or are being
delivered to recording offices for recording and have not been returned to the
Borrower in time to permit their delivery hereunder at the time required, in
lieu of delivering such original documents, the Borrower shall deliver to the
Custodian a copy thereof certified by the Borrower or the Settlement Agent as a
true, correct and complete copy of the original which has been transmitted for
recordation.  The Borrower shall deliver such original documents to the
Custodian promptly when they are received if the related Mortgage Loan is then
subject to this Custodial Agreement.

(c)With respect to airy Mortgage Loan, if the Custodian has identified
such Mortgage Loan as having any Exception or if the Borrower has knowledge of
any Exception, the Borrower shall promptly and diligently notify the Lender of
any such Exception and shall promptly and diligently attempt to cure any such
Exception.
Section 3.Mortgage Loan Transmission; Exception Report Trust Receipt;
Disbursement Account.







(a)If the Custodian has received a Mort-age File for a Mortgage Loan
identified on the Mortgage Loan Transmission as provided in the preceding
section, the Custodian shall review the documents required to be delivered
pursuant to Section 2(a) above.  The Custodian will deliver by electronic
transmission, no later than 5:00 p.m. (eastern time) oil each day to the
Borrower and the Lender, a Custodian Loan Transmission.  The Custodian shall
deliver an original Trust Receipt and Custodian Loan Transmission to Chase
Manhattan Bank at Four New York Plaza, Ground Floor, Outsourcing Department, New
York, New York 10004, Attention:  Jennifer John for the account of Greenwich
Capital Financial Products, Inc. (telephone number (212) 623-5953) each Funding
Date, or day that mortgage files are released following any sale of the related
Mortgage Loan, by overnight delivery using a nationally recognized overnight
delivery service at the Borrower's expense.  Not later than 5:30 p.m.
(eastern time) on each Funding Date, the Custodian shall deliver copies of each
Trust Receipt via facsimile to the Lender.  Separate Trust Receipts shall be
issued for Wet Loans and Dry Loans.  Each Trust Receipt and Custodian Loan
Transmission subsequently delivered by the Custodian to the Lender shall
supersede and cancel the Trust Receipt and Custodian Loan Transmission
previously delivered by the Custodian to the Lender hereunder, and shall replace
the then existing Custodian Loan Transmission and the then existing Trust
Receipt.

The delivery of each Trust Receipt and Custodian Loan Transmission to the
Lender shall be the Custodian's representation that, other than the Exceptions
listed:  (i) all documents in respect of such Mortgage Loan required to be
delivered at such time pursuant to Section 2 of this Custodial Agreement
have been delivered and are in the possession of the Custodian as part of the
Mortgage File for such Mortgage Loan:  (ii) all such documents have been
reviewed by the Custodian in accordance with the review procedures attached
hereto as Annex 4 (the "Review Procedures") and appear on
their face to be regular and to relate to such Mortgage Loan and to satisfy the
requirements set forth in Section 2 of this Custodial Agreement; and
(iii) each Mortgage Loan identified in such Custodian Loan Transmission is
being held by the Custodian as bailee for the Lender and/or its designees
pursuant to this Custodial Agreement.

(b)In connection with any Trust Receipt and Custodian Loan Transmission
delivered hereunder by the Custodian, the Custodian makes no representations as
to and shall not be responsible to verify (A) the validity, legality,
enforceability, due authorization, recordability, sufficiency, or genuineness of
any of the documents contained in each Mortgage File or (B) the
collectability, insurability, effectiveness or suitability of and such Mortgage
Loan.  Subject to the following- sentence, the Borrower and the Lender hereby
give the Custodian notice that from and after the Funding Date, the Lender shall
have a security interest in each Mortgage Loan identified on a Custodian Loan
Transmission until such time that the Custodian receives written notice from the
Lender that the Lender no longer has a security interest in such Mortgage
Loan.

(c)In addition to the foregoing, in the case of Wet Loans, the delivery
of the Notice of Borrowing and Pledge, Mortgage Loan Transmission and copies of
the Insured Closing Letter and Escrow Letter to the Custodian shall be deemed to
constitute required documents with respect to the related Wet Loan.
Notwithstanding the foregoing.  Borrower shall deposit with the Custodian the
documents described in Annex 16 hereto for such Wet Loan as soon as
possible and, in any event, within ten (10) days after the date the Advance is
made with respect to such Wet Loan.  Upon deposit of such documents with
Custodian, Custodian shall review such documents in accordance with the Review
Procedures, shall promptly notify Lender if such documents do not comply with
the requirements thereof and shall indicate on its records that Custodian
maintains possession of such documents for Lender hereunder.  Borrower hereby
represents warrants and covenants to Lender and Custodian that Borrower and an),
person or entity acting on behalf of Borrower that has possession of any of the
documents described in Annex 16 hereto for such Wet Loan prior to
the deposit thereof with Custodian will hold such documents in trust for
Lender.

(d)The Custodian shall establish and maintain a disbursement account (the
"Disbursement Account") for and on behalf of the Lender entitled
"Disbursement Account, Bankers Trust Company of California, N.A., as Custodian
for Greenwich Capital Financial Products, Inc., Reference Number EL990C."  All
amounts remitted on account of Advances made by the Lender to the Borrower,
which the Borrower requests the Lender to remit to the Custodian, shall be
remitted no later than 9:00 a.m. (eastern time) with respect to AM Funded
Wet Loans and no later than 4:00 p.m. (eastern time) with respect to PM
Funded Wet Loans, and shall be deposited in such Disbursement Account by the
Custodian upon receipt.  The Lender shall not be required to remit any funds to
the Disbursement Account, unless and until all conditions precedent set forth in
the Loan Agreement have been satisfied.  All related fees and expenses for the
Disbursement Account shall be borne by the Borrower.  Upon request, the
Custodian shall provide the Borrower, or the Lender, with the federal wire
reference number for a particular payment made by the Custodian out of the
Disbursement Account.  The Disbursement Account shall be owned by and under the
exclusive dominion and control of the Lender.  Neither the Borrower nor any
other Person claiming on behalf of or through the Borrower shall have any right
or authority, whether express or implied, to close or make use of, or, except as
expressly provided in the following sentence, withdraw any funds from, the
Disbursement Account.  The Lender hereby authorizes the Custodian for purposes
hereof, that unless the Custodian shall receive notice in writing from the
Lender to the contrary by 9:00 a.m. (eastern time) with respect to AM
Funded Wet Loans or by 3:00 p.m. (eastern time) with respect to PM Funded
Wet Loans, to disburse all funds received from the Lender which are deposited to
the Disbursement Account as directed by the Borrower in its Mortgage Loan
Transmission.  Funds retained in the Disbursement Account shall remain
uninvested, The Custodian shall reconcile the Disbursement Account on a daily
basis.  With respect to any Advance that shall be secured b~ a Wet Loan, the
amount required to fund such Wet Loan shall be disbursed to the related
Settlement Agent from the Disbursement Account pursuant to Section 3(g)
below.  The Custodian shall use reasonable efforts to identify all funds
received in connection with the Rescission of any Mortgage Loan.

The Borrower hereby represents that it shall be solely responsible for
assuring that the information provided in the Mortgage Loan Transmission is
correct.

(e)(i)On each Funding Date, the Custodian will disburse funds in the
Disbursement Account to the Settlement Agents in accordance with the Wire
Instruction Data in the Mortgage Loan Transmission by 10:30 a.m. (eastern
time) with respect to AM Funded Wet Loans or by 5:30 p.m. (eastern time)
with respect to PM Funded Wet Loans, provided, that (A) sufficient funds
exist in the Disbursement Account; (B) such instructions do not include the
Borrower or any Affiliate of the Borrower as pa) ee, unless otherwise authorized
by the Lender in writing to the Custodian; and (C) if a conflict exists
between the instructions of the Lender and the instructions of the Borrower, the
Custodian shall follow the Lender's instructions.

(ii)If any funds disbursed on any date in accordance with clause
(i) of this Section 3(e) are returned to the Disbursement Account
(A) the Custodian shall release such funds from the Disbursement Account in
accordance with Section 3(f), and (B) the Lender shall, upon receipt
of such amounts, apply the same to the prepayment of the Advance or Advances
relating to such Mortgage Loan or Mortgage Loans.  The Borrower shall instruct
each Settlement Agent regarding funds disbursed to such Settlement Agent in
accordance with the terms of the Loan Agreement.  The Custodian shall provide to
the Borrower and Lender not later than 2:00 p.m. (eastern time), on each
Business Day a report of all Rescission amounts credited to the Disbursement
Account on such Business Day.

(f)Unless otherwise instructed by the Lender, before the close of
business on each Business Day, the Custodian shall withdraw all collected
amounts as of 5:30 p.m. (eastern time) then standing to the credit of the
Disbursement Account related to Rescissions or other unfunded Mortgage Loans and
forward such amounts to the following account maintained by the Lender:  Chase
Manhattan Bank, for the A/C of Greenwich Capital Financial Products, Inc., ABA
#021-000-021, Account #1400-9561, Attn:  Brett Kibbe.

The Lender hereby agrees to wire to the Borrower on such Business Day all
amounts received by the Lender from the Disbursement Account on such Business
Day pursuant to this Section 3(f) which are not required to be paid to the
Lender in accordance with the Loan Agreement.  The Borrower will be obligated to
cover any shortfalls related to the Disbursement Account if the Lender's
requirement to Advance will not be sufficient to cover disbursements to the
Disbursement Agent due to a Rescission or other reason the Mortgage Loan
expected to be funded with such funds did not close.  In addition, in connection
with any Wet Loan, the Borrower shall be required to deposit in the Disbursement
Account prior to the closing of such Mortgage Loan an amount equal to the excess
of (i) the amount required to be remitted in connection with the closing of
such Mortgage Loan over (ii) the amount to be advanced by the Lender
pursuant to the Loan Agreement with respect to such Mortgage Loan.

(g)In connection with the funding of any Wet Loans pursuant to the
Disbursement Account, the Borrower shall establish an Operating Account (the
"Operating Account") with the Custodian to be designated "E-LOAN.COM
Operating Account, maintained by Bankers Trust Company of California in trust
for E-LOAN.COM, Inc.".  With respect to any Wet Loan to be funded in the morning
on any Business Day (an "AM Funded Wet Loan"), the Borrower by delivery
of the Mortgage Loan Transmission indicating thereon which Mortgage Loans are AM
Funded Wet Loans requests that the Custodian, and the Custodian shall, transfer
from the Operating Account to the Disbursement Account by 9:00 a.m.
(eastern time) on the day of closing for such AM Funded Wet Loan all of the
funds necessary to close such AM Funded Wet Loan.  With respect to any Wet Loan
to be funded in the afternoon on any Business Day (a "PM Funded Wet
Loan"), the Borrower by delivery of the Mortgage Loan Transmission
indicating thereon which Mortgage Loans are PM Funded Wet Loans requests that
the Custodian, and the Custodian shall, transfer from the Operating Account to
the Disbursement Account by 4:00 p.m. (eastern time) on the day of closing
for such PM Funded Wet Loan all of the funds necessary to close such PM Funded
Wet Loan.
Section 4.Obligations of the Custodian.







(a)The Custodian shall maintain continuous custody of all items
constituting the Mortgage Files in secure facilities in accordance with
customary standards for such custody and shall reflect in its records the
interest of the Lender therein.  Each Mortgage Note (and Assignment of Mortgage)
shall be maintained in fire resistant facilities.

(b)With respect to the documents constituting each Mortgage File, the
Custodian shall (i) act exclusively as the bailee of, and custodian for,
the Lender, (ii) hold all documents constituting such Mortgage File
received by it for the exclusive use and benefit of the Lender, and
(iii) make disposition thereof only in accordance with the terms of this
Custodial Agreement or with written instructions furnished by the Lender;
provided, however, that in the event of a conflict between the terms of this
Custodial Agreement and the written instructions of the Lender, the Lender's
written instructions shall control.

(c)In the event that (i) the Lender, the Borrower or the Custodian
shall be served by a third part) with any type of levy, attachment, writ or
court order with respect to any Mortgage File or any document included within a
Mortgage File or (ii) a third party shall institute any court proceeding by
which any Mortgage File or a document included within a Mortgage File shall be
required to be delivered otherwise than in accordance with the provisions of
this Custodial Agreement, the party receiving such service shall promptly
deliver or cause to be delivered to the other parties to this Custodial
Agreement copies of all court papers, orders, documents and other materials
concerning such proceedings.  The Custodian shall, to the extent permitted by
law, continue to hold and maintain all the Mortgage Files that are the subject
of such proceedings pending a final, nonappealable order of a court of competent
jurisdiction permitting or directing disposition thereof.  Upon final
determination of such court, the Custodian shall dispose of such Mortgage File
or any document included within such Mortgage File as directed by the Lender
which shall give a direction consistent with such determination.  Expenses of
the Custodian (including reasonable attorneys' fees and related expenses)
incurred as a result of such proceedings shall be borne by the Borrower.

(d)The Lender hereby acknowledges that the Custodian shall not be
responsible for the validity and perfection of the Lender's security interest in
the Collateral hereunder, other than the Custodian's obligation to take
possession of Collateral as set forth in Section 2 hereof.
Section 5.Release of Collateral.







(a)From time to time until the Custodian is otherwise notified in writing
by an Authorized Representative of the Lender, which notice shall be given by
the Lender only following the occurrence of an Event of Default, the Custodian
is hereby authorized upon receipt of written request of the Borrower which is
acknowledged by the Lender to release Mortgage Files relating to Mortgage Loans
in the possession of the Custodian to the Borrower, or its designee, for the
purpose of servicing or correcting documentary deficiencies relating thereto
against a request for release of Mortgage Files and receipt (a "Request for
Release and Receipt") executed by the Borrower and the Lender (except with
respect to any Mortgage Loan which has been paid in full by the related
Mortgagor) in the form of Annex 5 hereto.  The Custodian shall keep
track of the release of such Mortgage Files.  The Lender hereby agrees to
respond to a Request for Release and Receipt, via facsimile, no later than one
(I) Business Day after the Lender's receipt thereof.  The Borrower or its
designee shall return to the Custodian each Mortgage File previously released by
the Custodian within tell (10) calendar days after receipt thereof other than
for any Mortgage Loan which has been paid in full by the related Mortgagor.  The
Borrower hereby further represents a-id warrants to the Lender that any such
request b~ the Borrower for release of Collateral shall be solely for the
purposes set forth in the Request for Release and Receipt and that the Borrower
has requested such release in compliance with all terms and conditions of such
release set forth in the Loan Agreement.

(b)(i)From time to time until otherwise notified in writing by the
Lender, which notice shall be given by the Lender only following the occurrence
of an Event of Default, the Custodian is hereby authorized upon receipt of
written request of the Borrower at least two (2) Business Days prior to the date
of the anticipated sale, to release Mortgage Files in the possession of the
Custodian to a third-party purchaser (subject to the written consent of the
Lender if such third party purchaser is not alt Approved Purchaser) for the
purpose of resale thereof against a Notice of Sale and Request for Release
executed by the Borrower and the Lender (in its discretion) in the form of
Annex 3 hereto.  On such Notice of Sale and Request for Release, the
Borrower shall indicate the Mortgage Loans to be sold, such information to be
provided in electronic medium acceptable to the Borrower and the Custodian, the
approximate amount of sale proceeds anticipated to be received, the date of such
anticipated sale, the name and address of the third-party purchaser and the
preferred method and date of delivery.

(ii)Any transmittal of Mortgage Files for Mortgage Loans in the
possession of the Custodian in connection with the sale thereof to a third-party
purchaser will be under cover of a transmittal letter substantially in the form
attached hereto as Annex 11 duly completed by the Custodian and
executed by the Custodian.  Promptly upon receipt by Lender of the full amount
of the Takeout Proceeds (constituting not less than the "Payoff Amount")
into the account set forth in such transmittal letter and receipt from the
Borrower of a Purchase Advice specifying the amount and source of wire along
with information identifying the Mortgage Loans to which such wire transfer
relates, the Lender shall notify the Custodian thereof in writing by
3:00 p.m. (eastern time) for proceeds received no later than 1:00 p.m.
(eastern time) on such day. Any Payoff Amount sent by a third-party purchaser of
Mortgage Loans in connection with Section 5(b)(ii) above shall be sent to
the account designated by the Lender.  Any excess proceeds received by the
Lender shall be remitted to the Borrower in accordance with the terms of the
Loan Agreement.

(c)(iii)From time to time and as appropriate for the foreclosure of
any of the Mortgage Loans, the Custodian is hereby authorized, upon receipt of a
Request for Release and Receipt from the Borrower, executed by the Lender to
send to an Acceptable Attorney copies or originals of the Mortgage Files listed
in the Request for Release and Receipt.  The Custodian shall retain copies of
all Mortgage Files forwarded to an Acceptable Attorney pursuant to the preceding
sentence.  The Custodian may destroy any such copies retained upon the earliest
to occur of (A) the original Mortgage File is returned to the Custodian,
(B) the foreclosure with respect to such Mortgage Loan is complete,
(C) the date upon which such Mortgage Loan is released from the terms of
this Custodial Agreement or (D) the original Mortgage File is not returned
within 180 days of release.  In accordance with the terms of the Attorney's
Bailee Letter, the Acceptable Attorney to whom such Mortgage Files are sent is
instructed to acknowledge receipt of each such document by faxing to the Lender
and the Custodian a list of such Mortgage Files confirming that such Acceptable
Attorney is holding the same as bailee of the Lender under the applicable
Attorney's Bailee Letter, for receipt as soon as possible and in any event no
later than three (3) Business Days following receipt thereof by such Acceptable
Attorney.  The Lender may, by notice to the Custodian and the Borrower,
respectively, exclude and attorney-at-law with whom the Lender is not reasonably
satisfied, from being an Acceptable Attorney.

(iv)In accordance with each Attorney's Bailee Letter, no later than three
(3) Business Da:  s prior to the foreclosure of any Mortgage Loan, the
Acceptable Attorney party thereto shall notify the Borrower of the scheduled
date of foreclosure of each such Mortgage Loan (the "Scheduled Foreclosure
Date"), and of any subsequent changes to the Scheduled Foreclosure Date.
The Borrower hereby agrees in any event to promptly notify the Custodian and
Lender in writing upon completions of any foreclosure.  On the date of
foreclosure, such Mortgage Loan shall be deemed deleted from any Trust Receipt
then outstanding.

(d)From time to time until the Custodian is otherwise notified by the
Lender, and with the prior written consent of the Lender, the Borrower may
substitute for one or more Eligible Mortgage Loans constituting the Collateral
one or more substitute Eligible Mortgage Loans having aggregate Collateral Value
equal to or greater than the Collateral Value of the Mortgage Loans being
substituted for, or obtain the release of one or more Mortgage Loans
constituting Collateral hereunder; provided that, after giving effect to such
substitution or relapse, the Secured Obligations then outstanding shall not
exceed the Borrowing Base, which determination shall be made solely by the
Lender in accordance with the Loan Agreement.  In connection with any such
requested substitution or release, the Borrower will provide notice to the
Custodian and the Lender no later than 12:00 p.m. (eastern time), on the
date of such request, specifying the Mortgage Loans to be substituted for or
released and the substitute Mortgage Loans to be pledged hereunder in
substitution therefor, if any, and shall deliver with such notice a revised
Mortgage Loan Transmission indicating any substitute Mortgage Loans.  If the
Custodian and Lender have received notice in accordance with the preceding
sentence, the Custodian will effect the requested substitution or release no
later than 3:00 p.m. (eastern time), two (2) Business Days following the
day on which such request was made after the Custodian has certified to the
Lender on such Business Day that the matters set forth in Section 3(a)
hereof with respect to any substitute Mortgage Loans are true and correct.  Each
such substitution or release shall be deemed to be a representation and
warranty) by, the Borrower that any substitute Mortgage Loans are Eligible
Mortgage Loans and that after giving effect to such substitution or release, the
Secured Obligations then outstanding shall not exceed the Borrowing Base.

(e)So long as no Event of Default has occurred and is continuing and to
the extent written notice has been provided to the Custodian, the Custodian and
the Lender shall take such steps as they may reasonably be directed from time to
time by the Borrower in writing, which the Borrower deems necessary and
appropriate, to transfer promptly and deliver to the Borrower any Mortgage File
in the possession of the Custodian relating to any Mortgage I pan previously
included in the Borrowing Base but which the Borrower, with the written consent
of the Lender, has notified the Custodian has ceased to be included in the
Borrowing Base, or any Mortgage Loan in respect of which the Borrower has paid
the applicable Advance Balance in full.  The Lender agrees to reply promptly to
any such request for transfer and delivery, and if any such request is received
by 12:00 p.m. (eastern time), the Lender agrees to reply on the Business
Day following the Business Day such request is received.

(f)The Lender agrees to maintain a settlement account into which all
proceeds from the sale of and Mortgage Loans to any Takeout Investor or other
Approved Purchaser shall be deposited.  The Borrower agrees to provide
appropriate wire transfer instructions for such settlement account to all
Takeout Investors or other Approved Purchasers.
Section 6.Fees and Expenses of Custodian.







The Custodian shall charge such fees for its services under this Custodial
Agreement as are set forth in a separate agreement between the Custodian and the
Borrower, the payment of which fees, together with the Custodian's expenses in
connection herewith, shall be solely the obligation of the Borrower.
Section 7.Removal or Resignation of Custodian.







(a)The Custodian may at any time resign and terminate its obligations
under this Custodial Agreement upon at least 60 days' prior written notice to
the Borrower and the Lender.  Promptly after receipt of notice of the
Custodian's resignation, the Borrower shall appoint, by written instrument, a
successor custodian, subject to written approval by the Lender (which approval
shall not be unreasonably withheld). One original counterpart of such instrument
of appointment shall be delivered to each of the Lender, the Borrower, the
Custodian and the successor custodian.  If the successor Custodian shall not
have been appointed within 60 days of the Custodian's providing such notice, the
Custodian may petition any court of competent jurisdiction to appoint a
successor Custodian.

(b)The Lender or the Borrower, with the consent of the other (which
consent shall not be unreasonable withheld), upon at least 60 days' prior
written notice to the Custodian, may remove and discharge the Custodian (or any
successor custodian thereafter appointed) from the performance of its
obligations under this Custodial Agreement.  Promptly after the giving of notice
of removal of the Custodian, the Lender shall appoint, by written instrument, a
successor custodian, which appointment shall be reasonably acceptable to the
Borrower.  One original counterpart of such instrument of appointment shall be
delivered to each of the Lender, the Borrower, the Custodian and the successor
custodian.

(c)In the event of any such resignation or removal; the Custodian shall
promptly upon the simultaneous surrender of and outstanding Trust Receipts held
by Lender, transfer to the successor custodian, as directed in writing, all the
Mortgage Files being administered under this Custodial .Agreement and, if the
endorsements on the Mortgage Notes and the Assignments of Mortgage have been
completed in the name of the Custodian, assign the Mortgages and endorse without
recourse the Mortgage Notes to the successor Custodian or as otherwise directed
by the Lender.  The cost of the shipment of Mortgage Files arising out of the
resignation of the Custodian shall be at the expense of the Custodian; and any
cost of shipment arising out of the removal of the Custodian shall be at the
expense of the Lender.  The Borrower shall be responsible for the fees and
expenses of the successor custodian and the fees and expenses for endorsing the
Mortgage Notes and assigning the Mortgages to the successor custodian if
required pursuant to this paragraph.
Section 8.Examination of Mortgage Files.







Upon reasonable prior notice to the Custodian (which shall be two (2)
Business Days or such shorter period of time agreed to by the Custodian and the
Lender) and at the Borrower's expense, the Lender and each of its respective
agents, accountants, attorneys and auditors will be permitted during normal
business hours to examine the Mortgage Files, documents, records and other
papers in the possession of or under the control of the Custodian relating to
any or all of the Mortgage Loans.
Section 9.Insurance of Custodian.







At its own expense, the Custodian shall maintain at all times during the
existence of this Custodial Agreement and keep in full force and effect fidelity
insurance, theft of documents insurance, forgery insurance and errors and
omissions insurance.  All such insurance shall be in amounts, with standard
coverage and subject to deductibles, all as is customary for insurance typically
maintained by banks which act as custodian of collateral substantially similar
to the Collateral and act in a collateral agent capacity. Upon request, the
Lender or the Borrower shall be entitled to receive a certificate of the
respective insurer that such insurance is in full force and effect.
Section 10.Representations and Warranties.







The Custodian represents and warrants to the Lender that:

(a)(i)the Custodian has the power and authority and the legal right
to execute and deliver, and to perform its obligations under, this Custodial
Agreement, and has taken all necessary corporate action to authorize its
execution, delivery and performance of this Custodial Agreement;

(ii)no consent or authorization of, filing with, or other act by or in
respect of, any arbitrator or Governmental Authority and no consent of any other
Person (including, without limitation, any stockholder or creditor of the
Custodian) is required in connection with the execution, delivery, performance,
validity or enforceability of this Custodial Agreement;

(iii)this Custodial Agreement has been duly executed and delivered on
behalf of the Custodian and constitutes a legal, valid and binding obligation of
the Custodian enforceable in accordance with its terms, except as enforceability
may be limited by bankruptcy, insolvency, reorganization, moratorium or similar
laws affecting the enforcement of creditors' rights generally and by general
principles of equity (whether enforcement is sought in a proceeding in equity or
at law); and

(iv)the Custodian is not an Affiliate of the Borrower.
Section 11.Statements.







Upon the request of the Lender or the Borrower, the Custodian shall provide
the Lender or the Borrower, as applicable, with a list of all the Mortgage Loans
for which the Custodian holds a Mortgage File pursuant to this Custodial
Agreement.  Such list shall be in the form of a Custodian Loan Transmission and
an Exception Report.
Section 12.No Adverse Interest of Custodian.







By execution of this Custodial Agreement, the Custodian represents and
warrants that it currently holds, and during the existence of this Custodial
Agreement shall hold, no adverse interest, by way of security or otherwise, in
any Mortgage Loan, and hereby waives and releases any such interest which it may
have in any Mortgage Loan as of the date hereof.  The Mortgage Loans shall not
be subject to any security interest, lien or right to set-off b) Custodian or
any third party claiming through Custodian, and Custodian shall not pledge,
encumber, hypothecate, transfer, dispose of, or otherwise grant any third party
interest in, the Mortgage Loans.
Section 13.Indemnification of Custodian.







The Borrower agrees to reimburse, indemnify and hold the Custodian and its
directors, officers, agents and employees harmless against any and all
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, or out-of-pocket expenses of any kind or nature whatsoever, including
reasonable attorney's fees, that may be imposed on, incurred by, or asserted
against it or them in any way relating to or arising out of this Custodial
Agreement or any action taken or not taken by it or them hereunder unless such
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, or out-of-pocket expenses were imposed on, incurred by or asserted
against the Custodian because of the breach by the Custodian of its obligations
hereunder, or caused by the negligence, lack of good faith or willful misconduct
on the part of the Custodian or any of its directors, officers, agents or
employees.  The foregoing indemnification shall survive any resignation or
removal of the Custodian or the termination or assignment of this Custodial
Agreement.

In the event that the Custodian fails to produce a Mortgage Note, Assignment
of Mortgage or any other document related to a Mortgage Loan that was in its
possession pursuant to Section 2 within two (2) Business Days after written
request therefor by the Lender or the Borrower in accordance with the terms and
conditions of this Custodial Agreement; provided that (i) Custodian
previously delivered to the Lender a Trust Receipt.  Custodian Loan Transmission
and an Exception Report which did not list such document as an Exception on the
related date of pledge; (ii) such document is not outstanding pursuant to a
Request for Release and Receipt in the form annexed hereto as
Annex 5-A; and (iii) such document was held by the Custodian on
behalf of the Borrower or Lender, as applicable (a "Custodial Delivery
Failure"), then the Custodian shall (a) with respect to any missing
Mortgage Note, promptly deliver to the Lender or Borrower, upon request, a Lost
Note Affidavit in the form of Annex 9 hereto and (b) with
respect to any missing document related to such Mortgage Loan, including but not
limited to a missing Mortgage Note, indemnify the Borrower or Lender in
accordance with the succeeding paragraph of this Section 13.
Notwithstanding the foregoing, it the event that the Custodian fails to produce
a Mortgage Note with respect to a Mortgage Loan requested pursuant to
Section 5(b) hereof, the Custodian shall then promptly (but no later than
two (2) Business Days following such request) provide the Lender or Borrower, as
applicable, with a Lost Note Affidavit.  In the event that such original
Mortgage Note is subsequently found and delivered to the Lender or Borrower, as
applicable, such party shall return the Lost Note Affidavit to the
Custodian.

The Custodian agrees to indemnify and hold the Lender and Borrower, and their
respective designees harmless against any and all liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs, or out-of-pocket
expenses, including reasonable attorney's fees, that may be imposed on, incurred
by, or asserted against it or them in any way relating to or arising out of a
Custodial Delivery Failure or the Custodian's negligence, lack of good faith or
misconduct or any breach of the conditions, representations or warranties
contained herein.  The foregoing indemnification shall survive any termination
or assignment of this Custodial Agreement.
Section 14.Reliance of Custodian.







In the absence of bad faith on the part of the Custodian, the Custodian may
conclusively rely, as to the truth of the statements and the correctness of the
opinions expressed therein, upon any request, instruction, certificate, opinion
or other document furnished to the Custodian, reasonably believed by the
Custodian to be genuine and to have been signed or presented by the proper party
or parties and conforming to the requirements of this Custodial Agreement; but
in the case of any Mortgage Loan Document or other request, instruction,
document or certificate which by and provision hereof is specifically required
to be furnished to the Custodian, the Custodian shall be under a duty to examine
the same in accordance with the requirements of this Custodial
Agreement.
Section 15.Term of Custodial Agreement.







Promptly after written notice from the Lender of the termination of the Loan
Agreement and payment in full of all amounts owing to the Lender thereunder and
under the Note, the Custodian shall deliver all documents remaining in the
Mortgage Files to the Borrower, and this Custodial Agreement shall thereupon
terminate.
Section 16.Notices.







All demands, notices and communications hereunder shall be in writing and
shall be deemed to have been duly given when received by the recipient party at
the address shown on its signature page hereto, or at such other addresses as
may hereafter be furnished to each of the other parties by like notice.  Any
such demand, notice or communication hereunder shall be deemed to have been
received on the date delivered to or received at the premises of the addressee.
Any demand, notice or communication hereunder shall be (i) sent by
telecopy, (ii) delivered in person, or (iii) transmitted by a
recognized private (overnight) courier service.  The Custodian's office is
located at the address set forth on its signature page hereto, and each party
hereto agrees to notify each other party if its address should change.
Section 17.Governing Law.







This Custodial Agreement shall be construed in accordance with the laws of
the State of New York, and the obligations, rights, and remedies of the parties
hereunder shall be determined in accordance with such laws without regard to the
conflict of laws doctrine applied in such state.
Section 18.Authorized Representatives.







Each individual designated as an authorized representative of the Lender or
its successors or assigns, the Borrower and the Custodian, respectively (an
"Authorized Representative"), is authorized to give and receive notices,
requests and instructions and to deliver certificates and documents in
connection with this Custodial Agreement on behalf of the Lender, the Borrower
and the Custodian, as the case may be, and the specimen signature for each such
Authorized Representative, initially authorized hereunder, is set forth on
Annexes 6, 7 and 8 hereof, respectively.  From time to time, the Lender, the
Borrower or the Custodian or their respective successors or permitted assigns
may, by delivering to the others a revised annex, change the information
previously given pursuant to this Section 18, but each of the parties
hereto shall be entitled to rely conclusively on the then current annex until
receipt of a superseding annex.
Section 19.Amendment.







This Custodial Agreement may, be amended from time to time by written
agreement signed by the Borrower, the Lender and the Custodian.
Section 20.Cumulative Rights.







The rights, powers and remedies of the Custodian and the Lender under this
Custodial Agreement shall be in addition to all rights, powers and remedies
given to the Custodian and the Lender by virtue of any statute or rule of law,
the Loan Agreement or any other agreement, all of which rights, powers and
remedies shall be cumulative and may be exercised successively or concurrently
without impairing the Lender's security interest in the Collateral.
Section 21.Binding Upon Successors.







All rights of the Custodian, the Borrower and the Lender under this Custodial
Agreement shall inure to the benefit of the Custodian and the Lender and their
successors and permitted assigns.
Section 22.Entire Agreement; Severability.







This Custodial Agreement and the other Loan Documents contain the entire
agreement with respect to the Collateral among the Custodian, the Lender and the
Borrower.  If any of the provisions of this Custodial Agreement shall be held
invalid or unenforceable, this Custodial Agreement shall be construed as if not
containing such provisions, and the rights and obligations of the parties hereto
shall be construed and enforced accordingly.
Section 23.Execution In Counterparts.







This Custodial Agreement may be executed in counterparts, each of which when
so executed shall be deemed to be an original and all of which when taken
together shall constitute one and the same agreement.
Section 24.Tax Reports.







The Custodian shall not be responsible for the preparation or filing of any
reports or returns relating to federal, state or local income taxes with respect
to this Custodial Agreement, other than in respect of the Custodian's
compensation or for reimbursement of expenses.
Section 25.Pledging of the Mortgage Loans by the Lender.







In connection with a pledge of the Mortgage Loans or Trust Receipt Interest,
as applicable, as collateral for an obligation of the Lender, the Lender may
pledge its interest in the Mortgage Files held by the Custodian for the benefit
of the Lender from time to time (provided that such use of the Mortgage Loans or
Trust Receipt Interest, as applicable, (i) shall be subject to the
Borrower's rights to redeem the Collateral, taking into account any Takeout
Commitment, upon repayment of the principal of and interest on all Advances and
all other amounts owing to the Lender under the Loan Agreement, under the Note
and under the other Loan Documents and (ii) will not impair the Lender's
ability to perform its obligations under the Loan Agreement or hereunder) by
delivering, at the Lender's option, written notice to the Custodian in the form
of Annex 10 hereto stating that the Lender has pledged its interest
in the identified Mortgage Loans and Mortgage Files, and the identity of the
party to whom the Mortgage Loans or Trust Receipt Interest have been pledged
(such party, the "Pledge").  Upon receipt of such notice from the Lender,
the Custodian shall mark its records to reflect the pledge of the Mortgage Loans
or Trust Receipt Interest, as applicable, by the Lender to the Pledgee.  The
Custodian's records shall reflect the pledge of the Mortgage Loans or Trust
Receipt Interest, as applicable, by the Lender to the Pledgee until such time as
the Custodian receives written instructions from the Lender with consent from
the Pledgee that the Mortgage Loans or Trust Receipt Interest, as applicable,
are no longer pledged by the Lender to the Pledgee, at which time the Custodian
shall change its records to reflect the release of the pledge of the Mortgage
Loans or Trust Receipt Interest, as applicable, and that the Custodian is
holding the Mortgage Loans or Trust Receipt Interest, as applicable, as
custodian for, and for the benefit of, the Lender.  Until such time as the
Custodian receives notice from the Lender that there exists an event of default
with respect to a pledge of its interest in the Mortgage Loans and Mortgage
Files, the Custodian shall take directions solely from Lender.
Section 26.Transmission of Mortgage Files.







Prior to any shipment of any Mortgage Files, or other loan documents
hereunder, the Borrower shall deliver to the Custodian written instructions as
to the method of shipment and shipper(s) the Custodian is to utilize in
connection with the transmission of Mortgage Files or other loan documents in
the performance of the Custodians duties hereunder.  The Borrower shall arrange
for the provision of such services at its sole cost and expense (or, at the
Custodian's option, reimburse the Custodian for all costs and expenses incurred
b) the Custodian consistent with such instructions) and will maintain such
insurance against loss or damage to mortgage files or other loan documents as
the Borrower deems appropriate.  Without limiting the generality of the
provisions of Section 13 above, it is expressly agreed that in no event
shall the Custodian have any liability for any losses or damages to any person,
including without limitation, the Borrower, arising, out of actions of the
Custodian consistent with the instructions of the Borrower.  In the event the
Custodian does not receive such written instructions, the Custodian shall be
authorized and shall be indemnified as provided herein to utilize a nationally
recognized courier service.

[SIGNATURE PAGE FOLLOWS]

 

IN WITNESS WHEREOF, this Custodial Agreement was duly executed by the parties
hereto as of the day and year first above written.
E-LOAN, INC.
By:

Name:  

Title:  


Address for Notices:

5875 Arnold Road

Dublin, California 94568

Attention:Steve Majerus

Telecopier No.:(925)556-2614

Telephone No.:(925) 241-2407

BANKERS TRUST COMPANY OF CALIFORNIA, N.A., as Custodian
By:

Name:  Aimee Kemmeter

Title:  Assistant Vice President


Address for Notices:

1761 East St.  Andrew Place

Santa Ana, California 92705

Attention:Mortgage Custody/Greenwich - 

E-Loan:  EL000C

Telecopier No.:(714) 247-6043

Telephone No.:(714) 247-6000

 

GREENWICH CAPITAL FINANCIAL PRODUCTS, INC.
By:

Name:  Anthony Palmisano

Title:  Vice President


Address for Notices:

600 Steamboat Road

Greenwich, Connecticut 06830

Attention:  Anthony Palmisano

Telecopier No.:  (203) 618-2136

Telephone No.:  (203) 618-2341

With a copy to:

Attention:  General Counsel

Telecopier No.:  (203) 618-2132

Telephone No.:  (203) 625-2700













Annex 1

to Custodial Agreement

REQUIRED FIELDS FOR MORTGAGE LOAN TRANSMISSION
(1)The Borrower's reference number;

(2)The name of the Borrower's applicable program;

(3)The Mortgage Loan number;

(4)The last name of the Mortgagor;

(5)The face amount of the Mortgage Note;

(6)The original number of months to maturity of the Mortgage Loan;

(7)The original interest rate borne by the Mortgage Note;

(8)The name of the Takeout Investor;

(9)The sale price of the Mortgage Loan to the Takeout Investor or
Approved Purchaser;

(10)The commitment number;

(11)The expiration date of the Takeout Commitment;

(12)The date the Mortgage Loan is scheduled to be delivered to the
Takeout Investor or Approved Purchaser;

(13)The Release Payment;

(14)The name of the Warehouse Lender, if any;

(15)The Agency's payee number, if applicable;

(16)The name of the Settlement Agent;

(17)The address of the Mortgage Property;

(18)The original maturity date; and

(19)a code indicating whether such Mortgage Loan is a Cooperative
Loan.



Annex 2

to Custodial Agreement

GCFP Customer Code:_____

[WET LOAN][DRY LOAN] TRUST RECEIPT

Overnight Courier Tracking No._____

# of Loans:_____

Original Quantity $_____

Greenwich Capital Financial Products, Inc.

600 Steamboat Road

Greenwich, Connecticut 06830

Attn:  __________
Re:Custodial Agreement, dated as of June 21, 2000 (the "Custodial
Agreement"), among E-LOAN.COM.  Inc, as Borrower, Bankers Trust Company of
California, N.A., as Custodian, and Greenwich Capital Financial Products, Inc.,
as Lender.





Ladies and Gentlemen:

In accordance with the provisions of Section 3 of the above-referenced
Custodial Agreement (capitalized terms not otherwise defined herein having the
meanings ascribed to them in the Custodial Agreement, or if not defined in the
Custodial Agreement, then in that certain Master Loan and Security Agreement
dated as of May 10, 1999 between the Borrower and the Lender (as amended,
the "Security Agreement")), the undersigned, as the Custodian, hereby
certifies as to each Mortgage Loan described in the attached Custodian Loan
Transmission all matters (subject to the Exceptions listed therein) set forth in
Section 3 of the Custodial Agreement, subject to the limitation set forth
in Section 3(b) of the Custodial Agreement.

The delivery of this Trust Receipt evidences that (i) the Custodian has
reviewed all documents required to be delivered in respect of each Mortgage Loan
listed herein pursuant to Section 2 of the Custodial Agreement, and such
documents other than the Exceptions listed herein are in the possession of the
Custodian as part of the Mortgage File for such Mortgage Loan, (ii) the
Custodian is holding each Mortgage Loan identified on the Custodian Loan
Transmission attached hereto, pursuant to the Custodial Agreement, as the bailee
of and custodian for the Lender and (iii) such documents have been reviewed
by the Custodian and appear on their face to be regular and to relate to such
Mortgage Loan and satisfy the requirements set forth in Section 3(a) of the
Custodial Agreement and the Review Procedures.

The Custodian makes no representations as to, and shall not be responsible to
verify, (i) the validity, legality, enforceability, due authorization,
recordability, sufficiency, or genuineness of any of the documents contained in
each Mortgage File or (ii) the collectability, insurability, effectiveness
or suitability of any such Mortgage Loan.

On each date the Custodian delivers to the Lender a Trust Receipt, it shall
supersede the Trust Receipt, previously delivered by the Custodian to the Lender
hereunder.  The most recently delivered Trust Receipt, shall control and be
binding upon the parties hereto.
BANKERS TRUST COMPANY OF CALIFORNIA, N.A., as Custodian
By:

Name:  

Title:  














Annex 3

to Custodial Agreement

FORM OF NOTICE OF SALE AND REQUEST FOR RELEASE

Date:  __________, _____

The undersigned, E-LOAN.COM, INC. (the "Borrower"), hereby provides
notice of the proposed sale of the below referenced mortgage loans to __________
(the "Approved Purchaser").  Such Mortgage Loans have previously been
delivered to BANKERS TRUST COMPANY OF CALIFORNIA, N.A., acting as agent, bailee
and custodian (in such capacity "Custodian") for the exclusive benefit of
the Greenwich Capital  Financial Products, Inc., (the "Lender") pursuant
to the Custodial Agreement dated as of June 21, 2000 made by and among the
Borrower, Custodian and the Lender.  The closing date for such sale is
__________ and the anticipated purchase proceeds to be paid to the Lender
directly is  __________ (if amount is zero, remaining collateral is sufficient
to protect Lender Advances and shall not result in a Borrowing Base
Deficiency).

The Borrower requests release from the Custodian of the following described
documentation for the identified Mortgage Loans, possession of which shall be
delivered to the Approved Purchaser in connection with the sale thereof.


	
Mortgagor Name
	
Loan Number
	
Note Amount
	
Loan Document Delivered

	 	 	 	 
	 	 	 	 




Please send the referenced documentation to:
[NAME OF APPROVED PURCHASER]

[ADDRESS]

[TELEPHONE]

[ATTENTION:]



Please deliver documents to the Approved Purchaser via ____________________,
accompanied by a transmittal letter in the form of
Annex 10.
E-LOAN.COM, INC.
By:

Name:  

Title:  














Acknowledged and Consented to:

GREENWICH CAPITAL FINANCIAL PRODUCTS, INC. 
By:

Name:  

Title:  


Date:  

Capitalized terms not otherwise defined herein are defined in that
certain Master Loan and Security Agreement (the "Security Agreement"),
dated as of May 10, 1999, between the Borrower and the Lender, as
amended.
E-LOAN.COM, INC.
By:

Name:  

Title:  














Annex 4

to Custodial Agreement

REVIEW PROCEDURES

This Annex sets forth the Custodian's review procedures for each item
listed below delivered by the Borrower pursuant to the Custodial Agreement (the
"Agreement") to which this Annex is attached. Capitalized terms used
herein and not defined herein shall have the meanings ascribed to them in the
Agreement.

In the case of Dry Loans:

1.The Mortgage Note and the Mortgage each appear to bear an original
signature or signatures purporting to be the signature or signatures of the
Person or Persons named as the maker and Mortgagor or grantor, or in the case of
copies of the Mortgage permitted under Section 2(b) of the Agreement, that
such copies bear a reproduction of such signature.

2.The amount of the Mortgage Note is the same as the amount specified on
the related Mortgage.

3.The original mortgagee is the same as the payee on the Mortgage
Note.

4.The Mortgage contains a legal description other than address, city and
state.

5.The notary section (acknowledgment) is present and attached to the
related Mortgage and is signed.

6.Neither the original Mortgage Note, nor the copy of the Mortgage
delivered pursuant to the Agreement, nor the original Assignment of Mortgage
contain any alterations which appear irregular on their face.

7.The Mortgage Note is endorsed in blank by the Borrower.

8.Each original Assignment of Mortgage and any intervening assignment of
mortgage, if applicable, appears to bear the original signature of the named
mortgagee or beneficiary including any subsequent assignors (and any other
necessary party ), as applicable, or in the case of copies permitted under
Section 2(b) of the Agreement, that such copies appear to bear a
reproduction of such signature or signatures and such copies have been certified
by an officer as true, complete and correct copies of any originals, and the
intervening assignments of mortgage evidence a complete chain of assignment and
transfer of the related Mortgage from the originating Person to the
Borrower.

9.The date of each intervening assignment is on or after the date of the
related Mortgage and/or the immediately preceding assignment, as the case may
be.

10.The notary section (acknowledgment) is present and attached to each
intervening assignment and is signed.

11.Based upon a review of the Mortgage Note, the Mortgage Loan number,
the Mortgagor's name, the address of the Mortgaged Property, the original amount
of the Mortgage Note, the original mortgage interest rate, the maturity date and
any other fields as mutually agreed upon as set forth in the Mortgage Loan
Transmission delivered by the Borrower to the Custodian are correct.

In the case of Wet Loans:

1.To the extent of any items listed in Annex 16 are available, the
procedures set forth with respect to Dry Loans.

2.To the extent the items listed in Annex 16 are not available, the
original Notice of Borrowing and Pledge with a loan listing attached has been
received and matches the facsimile copy previously delivered.

3.The Insured Closing Letter has been executed.

4.The Escrow Letter has been executed.

Annex 5

to Custodial Agreement

REQUEST FOR RELEASE AND RECEIPT

Date:  __________, _____

The undersigned, E-LOAN.COM, INC. (the "Borrower"), acknowledges
receipt from BANKERS TRUST COMPANY OF CALIFORNIA, N.A., acting as bailee of, and
custodian for, (in such capacity, the "Custodian") the exclusive benefit
of GREENWICH CAPITAL FINANCIAL PRODUCTS, INC. (the "Lender") (capitalized
terms not otherwise defined herein are defined in that certain Custodial
Agreement, dated as of June 21, 2000 (the "Custodial Agreement") or
if not defined in the Custodial Agreement, then in that certain Master Loan and
Security Agreement dated as of May 10, 1999 between the Borrower and the
Lender (as amended, the "Security Agreement")), of the following
described documentation for the identified Mortgage Loan, possession of which is
entrusted to the Borrower solely for the purpose referenced below:

	
Mortgagor Name
	
Loan Number
	
Note Amount
	
Mtg. Loan Document

	 	 	 	 
	 	 	 	 



Reason for Requesting File (check one)

___ 1.Mortgage Loan Paid in Full.

___ 2.Correction of Document Deficiencies.

___ 3.Mortgage Required for Sen icing.

___ 4.Foreclosure.

___ 5.Other [Describe].

If item 2, 3, 4 or 5 is checked, it is hereby acknowledged that a security
interest pursuant to the Uniform Commercial Code in the Collateral hereinabove
described and in the proceeds of said Collateral has been granted to the Lender
pursuant to the Loan Agreement.

If item 2. 3, 4 or 5 is checked, in consideration of the aforesaid delivery
by the Custodian, the Borrower hereby agrees to ]told said Collateral in trust
for the Lender as provided under and in accordance with all provisions of the
Custodial Agreement and to return said Collateral to the Custodian no later than
the close of business on the tenth day following the date hereof or, if such day
is not a Business Day, on the immediately succeeding Business Day.
E-LOAN.COM, INC.
By:

Name:  

Title:  














Acknowledged and Consented to:

GREENWICH CAPITAL FINANCIAL PRODUCTS, INC.
By:

Name:  

Title:  


Documents returned to Custodian:


By:

Name:  

Its:  


Date:  

Annex 6

to Custodial Agreement

AUTHORIZED REPRESENTATIVES OF LENDER


	
Name
	
Specimen Signature

	
____________________
	
____________________

	
____________________
	
____________________

	
____________________
	
____________________

	
____________________
	
____________________

	
____________________
	
____________________

	
____________________
	
____________________





Annex 7

to Custodial Agreement

AUTHORIZED REPRESENTATIVES OF BORROWER


	
Name
	
Specimen Signature

	
Steven M. Majerus
	
____________________

	
____________________
	
____________________

	
____________________
	
____________________

	
____________________
	
____________________

	
____________________
	
____________________

	
____________________
	
____________________





Annex 8

to Custodial Agreement

AUTHORIZED REPRESENTATIVES OF CUSTODIAN


	
Name
	
Specimen Signature

	
Steven M. Majerus
	
____________________

	
____________________
	
____________________

	
____________________
	
____________________

	
____________________
	
____________________

	
____________________
	
____________________

	
____________________
	
____________________





Annex 9

to Custodial Agreement

FORM OF LOST NOTE AFFIDAVIT

I, as ____________________ (title) (hereinafter called
"Deponent") of ____________________ (the "Custodian"), am
authorized to make this Lost Note Affidavit (this "Affidavit") on behalf
of the Custodian.  In connection with the administration of the Mortgage Loans
held by the Custodian on behalf of Greenwich Capital Financial Products, Inc.
(the "Lender"), Deponent being duly sworn, deposes and says that:

1.Custodian's address is:

[CUSTODIAN'S Address]

2.Custodian previously delivered to the Lender a Custodian Loan
Transmission and an Exception Report with respect to that certain Mortgage Note
made by __________ in an original principal balance of $__________, secured by a
Mortgage on a property located at __________, which did not indicate such
Mortgage Note is missing;

3.Such Mortgage Note was assigned or sold to the Lender by E-LOAN.COM,
INC, pursuant to the terms and provisions of a Master Loan and Security
Agreement dated and effective as of __________;

4.Such Mortgage Note is not outstanding pursuant to a Request for Release
of Documents;

5.Aforesaid Mortgage Note (hereinafter called the "Original") has
been lost;

6.Deponent has made or has caused to be made diligent search for the
Original and has been unable to find or recover same;

7.The Custodian vas the Custodian of the Original at the time of
loss;

8.Deponent agrees that, if said Original should ever come into
Custodian's possession, custody or poser, Custodian will immediately and without
consideration surrender the Original to the Lender;

9.Attached hereto is a true and correct copy of (i) the Mortgage
Note, endorsed in blank by the Mortgagee, as provided by __________ or its
designee and (ii) the Mortgage which secures the Mortgage Note, which
Mortgage Note is recorded at

10.Deponent hereby agrees that the Custodian (a) shall indemnify and
hold harmless the [Lender][Borrower], its successors, and assigns, against any
loss, liability or damage, including reasonable attorney's fees, resulting from
the unavailability of any Originals, including but not limited to any loss,
liability or damage arising from (i) any false statement contained in this
Affidavit, (ii) any claim of any party that it has already purchased a
mortgage loan evidenced by the Originals or any interest in such mortgage loan,
(iii) any claim of ally borrower with respect to the existence of terms of
a Mortgage Loan evidenced by the Originals, (iv) the issuance of new
instrument in lieu thereof and (v) any claim whether or not based upon or
arising from honoring or refusing to honor the Original when presented by anyone
(items (i) through (iv) above are hereinafter referred to as the
"Losses"); and

11.This Affidavit is intended to be relied on by the Lender, its
successors, and assigns and the Custodian represents and warrants that it has
the authority to perform its obligations under this Affidavit.
EXECUTED THIS _____ day of __________, _____ on behalf of the Custodian
by:



Signature



Typed Name













On thisday of __________, _____, before me appeared __________, to me
personally know, who being duly sworn did say that she/he is the __________ of
__________, and that said Lost Note Affidavit __________ was signedand
sealed on behalf of such corporation and said __________ acknowledged this
instrument to be the free act and deed of said corporation.



Notary Public in and for the

State of

My Commission expires:  

Annex 10

to Custodial Agreement

NOTICE OF PLEDGE
To:[CUSTODIAN]

From:____________________

Date:____________________





You are hereby notified that as of [date] the undersigned has pledged all of
its right, title and interest in and to the Mortgage Loans identified in the
schedule attached hereto to [Pledgee's name and address].  You are hereby
instructed to hold such Mortgage Loans pursuant to the terms of the Custodial
Agreement, dated as of June 21, 2000 (the "Custodial Agreement"),
among E-LOAN.COM, Inc. (the "Borrower").  Bankers Trust Company of
California, N.A. (the "Custodian") and Greenwich Capital Financial
Products, Inc. (the "Lender"), for the sole and exclusive benefit of
[name of Pledgee] subject to the terms of the Custodial Agreement by which [name
of Pledgee] hereby agrees to be bound.

When you have received written instructions from the Lender with the
Pledgee's consent thereon that the Mortgage Loans are no longer pledged by the
Lender to the Pledgee, you shall change your records to reflect the release of
the pledge of the Mortgage Loans and that you are holding the Mortgage Loans as
custodian for, and for the benefit of, the Lender.
GREENWICH CAPITAL FINANCIAL PRODUCTS, INC.
By:

Name:  

Title:  


Date:  

[NAME OF PLEDGEE]
By:

Name:  

Title:  


Date:  













Annex 11

to Custodial Agreement

TRANSMITTAL LETTER

[Custodian Letterhead]

[Approved Purchaser]

____________________

____________________
Re:______________________________





Ladies and Gentlemen:

Attached please find those Mortgage Loans listed separately on the attached
schedule, which Mortgage Loans are owned by E-LOAN.COM, INC. (the
"Borrower") and are being delivered to you for purchase.

Capitalized terms used herein and not otherwise defined shall have the
meanings set forth in that certain Custodial Agreement dated as of June 21,
2000, by and among Bankers Trust Company of California, N.A. (the
"Custodian"), the Borrower, and Greenwich Capital Financial Products,
Inc., as lender (the "Lender"), and if not defined in the Custodial
Agreement, then in that certain Master Loan and Security Agreement (the
"Security Agreement"), dated as of May 10, 1999, between the
Borrower and the Lender, as amended.

The Mortgage Loans comprise a portion of the "Collateral." Each of the
Mortgage Loans is subject to a security interest in favor of the Lender, which
security interest shall be automatically released upon remittance of the
purchase price for such Mortgage Loan (the "Payoff Amount") by wire
transfer to the following account:

WIRE INSTRUCTIONS:
Bank Name:Chase Manhattan Bank

City, State:New York, NY

ABA #:021-000-021

Account #:1400-9561

Account Name:GCFP

Attention:Brett Kibbe/E-Loan.com







Pending the purchase of each Mortgage Loan and until the Payoff Amount is
received, the aforesaid security interest therein shall remain in full force and
effect, and you shall hold possession of such Collateral and the documentation
evidencing same as custodian, agent and bailee for and on behalf of the Lender.
In the event that any Mortgage Loan is unacceptable for purchase, return the
rejected item directly to the Custodian at its address set forth below.  In no
event shall any Mortgage Loan be returned to, or sales proceeds remitted to, the
Borrower.  The Mortgage Loan must be so returned or Payoff Amount remitted in
full no later than ten (10) days from the date hereof.  If you are unable to
comply with the above instructions, please so advise the undersigned Custodian
immediately.

NOTE:  BY ACCEPTING THE MORTGAGE LOANS DELIVERED TO YOU WITH THIS LETTER, YOU
CONSENT TO BE THE CUSTODIAN, AGENT AND BAILEE FOR THE LENDER ON THE TERMS
DESCRIBED IN THIS LETTER.  THE CUSTODIAN REQUESTS THAT YOU ACKNOWLEDGE RECEIPT
OF THE ENCLOSED MORTGAGE LOANS AND THIS LETTER BY SIGNING AND RETURNING THE
ENCLOSED COPY OF THIS LETTER TO THE CUSTODIAN; HOWEVER, YOUR FAILURE TO DO SO
DOES NOT NULLIFY SUCH CONSENT.
Very truly yours,



as Custodian
By:

Name:  

Title:  
Address:



















RECEIPT ACKNOWLEDGED:

[APPROVED PURCHASER]
By:

Name:  

Title:  


Date:  

Annex 12

to Custodial Agreement

[ATTORNEY'S BAILEE LETTER]

[Letterhead of Borrower]

Name of Attorney

[Address]
Custodian:





Attn:  

Facsimile:  

Telephone:  





	Lender:Greenwich Capital Financial Products. Inc.

600 Steamboat Road

Greenwich, Connecticut 06830

Attn:  Joseph Bartolotta

Telecopier No.:  203-618-2148/2149

Telephone No.:  203-625-6675



	Borrower:





Attn:  

Facsimile:  

Telephone:  







Dear Sir or Madam:

From time to time, we, E-LOAN.COM, Inc. (the "Borrower"), will send to
you (or have sent to you) mortgage loans for which you have agreed to commence
and prosecute a foreclosure action.  In connection with such foreclosure
activities, [copies of] one or more of the documents evidencing or otherwise
relating to such mortgage loans (-Documents")will be delivered to you.

Greenwich Capital Financial Products, Inc. (the "Lender"), has
financed the sale to us or origination of such mortgage loans, and with such
sale or origination we granted a security interest in the Documents referred to
below and the mortgage loans to which such Documents relate to the Lender.
Bankers Trust Company of California.  N.A. (the "Custodian") is acting as
custodian for the Lender in connection with the Documents.

Whenever we send you Documents to be covered by this letter agreement, we
will send such Documents to you under a transmittal letter identifying the
specific documents delivered, and the mortgage loan(s) to which they relate,
with a space at the end of the letter for you to sign and to acknowledge your
receipt of such Documents.  Upon your receipt of any such Documents, you hereby
agree to fax to the Lender and the Custodian, no later than three (3) Business
Days after your receipt thereof, our transmittal letter, signed in the
acknowledgment space by you, pursuant to which you (i) acknowledge receipt
of the Documents listed in the transmittal letter, and (ii) acknowledge
that with respect to such listed documents you are acting as bailee of the
Lender in accordance with the terms of this Attorney's Bailee Letter.

By signing this letter agreement below where indicated, (a) you agree
that on and after the date hereof until you are otherwise notified by the Lender
or the Custodian, any Documents delivered to you as described above will be held
by you as bailee for the Lender, (b) you certify that, as of the date of
your receipt of any Documents, you have not received notice of any interest of
any other person or entity in such Documents or the related mortgage loans,
(c) you agree that you will commence and diligently prosecute foreclosure
proceedings with respect to the mortgage loan to which any such Documents relate
and (d) you certify that if either you or your law firm has any security
interest in the Documents or the mortgage loan to which those Documents relate
you agree to waive any interest you or your firm may acquire therein at any
time, whether arising pursuant to law or otherwise or to refuse delivery of such
Documents and return them immediately to the Custodian.

The Borrower and the Lender hereby irrevocably instruct you that any,
Documents in your possession are to be held by you as bailee for the Lender, as
provided herein until they are returned to the Custodian at the address noted
above together with a cope of this letter agreement; provided that if the Lender
or the Custodian notifies you that the Lender's security interest in any of
above-referenced mortgage loans has been released or did not attach (the
"Release Notice"), from the date of such Release Notice you will hold the
Documents relating to such mortgage loan (and no others) as bailee for the
Borrower, in which case you will follow the Borrower's instructions regarding
such Documents, and such Documents shall be released to the Borrower at the
address noted above, or its designee, upon conclusion of the foreclosure action,
instead of returning them to the Custodian; and provide further that prior to
the date of any Release Notice, notwithstanding anything herein or elsewhere to
the contrary, if you receive instructions from the Lender or the Custodian which
do not comport with instructions you may have received froth the Borrower,
including, without limitation, instructions to deliver the Documents to the
Custodian, the Lender or any other person or entity, you shall abide by the
instructions of the Custodian or Lender.

You agree to immediately give telephonic notice (followed by written notice)
to the Custodian if you receive notice or any inquiry from any other person or
entity of or with respect to any interest in the Documents or the related
mortgage loan and you agree that you shall immediately notify each such person
in writing, with a copy to the Custodian, of the prior interest of the Lender
therein.

This letter agreement supersedes any letter agreement or other agreement or
arrangement that may exist between you and the Borrower.  Notwithstanding any
contrary understanding with you, the Borrower or any other person or entity, or
an;, instructions to you from the Borrower, the Borrower or any other person or
entity, you shall abide by the terms of this letter.  No deviation in
performance of the terms of any previous letter agreement between YOU and any of
the undersigned shall alter any of your duties or responsibilities as set forth
herein.

Because time is of the essence, please promptly sign and date the enclosed
copy of this letter agreement and return it via overnight delivery service to
the Custodian at the above address and via telecopier, send a copy of this
executed letter agreement to the Borrower.  It is important that the Custodian
receive a copy of this letter agreement executed by you.  Thank you for your
cooperation in assisting us with this project.

NOTE:  BY ACCEPTING THE MORTGAGE LOANS DELIVERED TO YOU WITH THIS LETTER, YOU
CONSENT TO BE THE CUSTODIAN, AGENT AND BAILEE FOR THE LENDER ON THE TERMS
DESCRIBED IN THIS LETTER.  THE CUSTODIAN REQUESTS THAT YOU ACKNOWLEDGE RECEIPT
OF THE ENCLOSED MORTGAGE LOANS AND THIS LETTER BY SIGNING AND RETURNING THE
ENCLOSED COPY OF THIS LETTER TO THE CUSTODIAN; HOWEVER, YOUR FAILURE TO DO SO
DOES NOT NULLIFY SUCH CONSENT.
Very truly yours,

E-LOAN.COM, INC., Borrower
By:

Name:  

Title:  


GREENWICH CAPITAL FINANCIAL PRODUCTS, INC., Lender
By:

Name:  

Title:  














ACKNOWLEDGED AND AGREED:

By:  

Print Name:  

Date:  

Rider A

[Letterhead of ____________________]

__________, _____

Name of Attorney

[Address]
Re:Mortgagor:

Address of Property:

Loan Number:





Dear __________:

We refer to that certain letter (the "Attorney's Bailee Letter"),
dated __________, from us to you and signed by us and by Greenwich Capital
Financial Products, Inc., as lender (the "Lender"), describing the terms
under which you agreed to hold certain mortgage loan documents to be sent to you
from time to time under the Attorney's Bailee Letter.

The following documents evidencing or otherwise relating to the above-
referenced mortgage loans (collectively, the "Documents") are being sent
to you under cover of this letter for the purpose of commencement and
prosecution of a foreclosure action:

[LIST ONLY THOSE DOCUMENTS THAT ARE BEING SENT]
(i)The [original] [copy of the] Mortgage Note.

(ii)The [original] [copy] of the guarantee executed in connection with
the Mortgage Note.

(iii)The [original] [copy of the] Mortgage with evidence of recording
thereon, or a certified copy thereof.

(iv)The [originals] [copies] of all assumption, modification,
consolidation or extension agreements (if any) with evidence of recording
thereon, or certified copies thereof.

(v)An [original] [copy of the] Assignment of Mortgage in blank.

(vi)The [originals] [copies] of [identify any particular] intervening
assignments of mortgage with evidence of recording thereon, or certified copies
thereof.

(vii)The [original] [copy of the] [attorney's opinion of title and
abstract of title] or [the original mortgagee title insurance policy], [or if
the original mortgagee title insurance policy has not been issued, the
irrevocable commitment to issue the mortgagee title insurance policy [as marked
by the title company or its authorized agent]], [or the preliminary title report
for appropriate jurisdictions].





(viii)The [original] [copy] of any security agreement, chattel mortgage
or equivalent document executed in connection with the Mortgage Loan.
(ix)The [original] [copy of the] power of attorney or other authorizing
instrument [with evidence of recording thereon].

(x)[Identify any other documents which may be lent].





Please sign this letter in the space provided below to indicate your
acknowledgment of receipt of the documents listed above with respect to the
mortgage loan(s) identified above, and to confirm that you will hold such
documents as bailee for the Lender under and in accordance with the terms of the
Attorney's Bailee Letter.  As required by the Attorney's Bailee Letter, please
fax to the Lender and the Custodian (with a copy to us), a copy of this letter
signed by you, not later than three (3) business days after your receipt of this
letter.  We appreciate your cooperation.
Sincerely yours,



By:  

Name:  

Title:  

 













ACKNOWLEDGMENT:

I acknowledge receipt of the Documents as listed above in this letter and of
notice of the security interests in such documents described in the Attorney's
Bailee Letter referred to above.  I confirm the certifications made by me in the
Attorney's Bailee Letter with respect to such documents and agree to act as
bailee for the Lender with respect to such documents on the terms set forth in
the Attorney's Bailee Letter and to comply in all other respects with the terms
of the Attorney's Bailee Letter.
Print Name:

Date:













Annex 13

to Custodial Agreement

Material Exceptions-Using Bankers Trust Codes

	
DOC DESCRIPTION
	
EXCEPTION CODE
	
EXCEPTION DESCRIPTION
	 
	
Note
	
O*
	
Original with comment
	 
	
Note
	
P
	
Photo-Copy
	 
	
Note
	
M
	
Not Received
	 
	
Note
	
CT
	
Copy-Certified
	 
	
Note
	
DNE
	
Document Unexecuted
	 
	
Note
	
INC
	
Incomplete/Incorrect
	
Applies to Amount, Name, Address

	
Note
	
CV
	
Can't Verify
	 
	
Note
	
DNR
	
Document/Data Not Reviewed
	 
	
Note
	
NA
	
Not Applicable
	 
	
Endorsement
	
M
	
Not Received
	 
	
Endorsement
	
DNE
	
Document Unexecuted
	 
	
Endorsement
	
O*
	
Original with comment
	 
	
Endorsement
	
INC
	
Incomplete/Incorrect
	 
	
Endorsement
	
BRK
	
Break in Chain
	 
	
Endorsement
	
CV
	
Can't Verify
	 
	
Endorsement
	
DNR
	
Document/Data Not Reviewed
	 
	
Endorsement
	
P
	
Photo-Copy
	 
	
Endorsement
	
EXT
	
Extra
	 
	
Endorsement
	
NA
	
Not Applicable
	 
	
Intervening Endorsement
	
M
	
Not Received
	 
	
Intervening Endorsement
	
O*
	
Original with comment
	 
	
Intervening Endorsement
	
DNE
	
Document Unexecuted
	 
	
Intervening Endorsement
	
INC
	
Incomplete/Incorrect
	 
	
Intervening Endorsement
	
BRK
	
Break in Chain
	 
	
Intervening Endorsement
	
CV
	
Can't Verify
	 
	
Intervening Endorsement
	
DNR
	
Document/Data Not Reviewed
	 
	
Intervening Endorsement
	
DNE
	
Document Unexecuted
	 
	
Intervening Endorsement
	
NA
	
Not Applicable
	 
	
Intervening Endorsement
	
P
	
Photo-Copy
	 
	
Mortgage/Deed of Trust
	
M
	
Not Received
	 
	
Mortgage/Deed of Trust
	
O*
	
Original with comment
	 
	
Mortgage/Deed of Trust
	
P
	
Photo-Copy
	 
	
Mortgage/Deed of Trust
	
DNE
	
Document Unexecuted
	 
	
Mortgage/Deed of Trust
	
INC
	
Incomplete/Incorrect
	
Applies to Amount, Name, Address, Legal Desc., Riders

	
Mortgage/Deed of Trust
	
CV
	
Can't Verify
	 
	
Mortgage/Deed of Trust
	
DNR
	
Document/Data Not Reviewed
	 
	
Mortgage/Deed of Trust
	
NA
	
Not Applicable
	 
	
Mortgage/Deed of Trust
	
P
	
Photo-Copy
	 
	
Assignment
	
M
	
Not Received
	 
	
Assignment
	
P
	
Photo-Copy
	 
	
Assignment
	
INC
	
Incomplete/Incorrect
	
Applies to Amount, Name, Address, Legal Desc., Riders

	
Assignment
	
BRK
	
Break in Chain
	 
	
Assignment
	
CV
	
Can't Verify
	 
	
Assignment
	
DNE
	
Document Unexecuted
	 
	
Assignment
	
INC
	
Incomplete/Incorrect
	
Applies to Amount, Name, Address

	
Assignment
	
DNR
	
Document/Data Not Reviewed
	 
	
Assignment
	
BKT
	
Blanket Assignment
	 
	
Assignment
	
NA
	
Not Applicable
	 
	
Assignment
	
O*
	
Original with comment
	 
	
Intervening Assignment
	
INC
	
Incomplete/Incorrect
	
Applies to Amount, Name, Address

	
Intervening Assignment
	
M
	
Not Received
	 
	
Intervening Assignment
	
P
	
Photo-Copy
	 
	
Intervening Assignment
	
BRK
	
Break in Chain
	 
	
Intervening Assignment
	
CV
	
Can't Verify
	 
	
Intervening Assignment
	
DNE
	
Document Unexecuted
	 
	
Intervening Assignment
	
DNR
	
Document/Data Not Reviewed
	 
	
Intervening Assignment
	
BKT
	
Blanket Assignment
	 
	
Intervening Assignment
	
NA
	
Not Applicable
	 
	
Intervening Assignment
	
O*
	
Original with comment
	 
	
POWER OF ATTORNEY
	
M
	
Not Received
	 
	
POWER OF ATTORNEY
	
P
	
Photo-Copy
	 
	
POWER OF ATTORNEY
	
INC
	
Incomplete/Incorrect
	
Applies to Name,

	
Address Private Mortgage Insurance
	
CV
	
Can't Verify
	 
	
Private Mortgage Insurance
	
M
	
Not Received
	 
	
Title Police
	
CV
	
Can't Verify
	 
	
Title Policy
	
M
	
Not Received
	 
	
Title Policy
	
NA
	
Not Applicable
	 
	
Title Policy
	
INC
	
Incomplete/Incorrect
	
Applies to Amount, Name, Address

	
Title Policy Commitment
	
CV
	
Can't Verify
	 
	
Title Policy Commitment
	
M
	
Not Received
	 
	
Title Policy Commitment
	
NA
	
Not Applicable
	 
	
Title Policy Commitment
	
INC
	
Incomplete/Incorrect
	
Applies to Amount, Name, Address

	
UCC 1
	
INC
	
Incomplete/Incorrect
	
Amount Less than Mortgage; Missing Legal Desc.

	
UCC 1
	
M
	
Not Received
	 
	
UCC-3
	
M 
	
Not Received
	 
	
UCC-3
	
INC
	
Incomplete/Incorrect
	
Amount Less than Mortgage; Missing Legal Desc.

	
CONSOLIDATION/EXTNSN/MOD AGRMT
	
M
	
Not Received
	 
	
CONSOLIDATION/EXTNSN/MOD AGRMT
	
INC
	
Incomplete/Incorrect
	
Amount Less than Mortgage; Missing Legal Desc.

	
CONSOLIDATION/EXTNSN/MOD AGRMT
	
CV
	
Can't Verify
	 
	
CONSOLIDATION/EXTNSN/MOD AGRMT
	
DNE
	
Document Unexecuted
	 
	
CONSOLIDATION/EXTNSN/MOD AGRMT
	
DNR
	
Document/Data Not Reviewed
	 
	
CONSOLIDATION/EXTNSN/MOD AGRMT
	
M
	
Not Received
	 
	
CONSOLIDATION/EXTNSN/MOD AGRMT
	
NA
	
Not Applicable
	 
	
Proprietary Lease/Occupancy Agreement
	
CV
	
Can't Verify
	 
	
Proprietary Lease/Occupancy Agreement
	
DNE
	
Document Unexecuted
	 
	
Proprietary Lease/Occupancy Agreement
	
DNR
	
Document/Data Not Reviewed
	 
	
Proprietary Lease/Occupancy Agreement
	
M
	
Not Received
	 
	
Proprietary Lease/Occupancy Agreement
	
NA
	
Not Applicable
	 
	
Chattel Mortgage
	
M
	
Not Received
	 
	
Chattel Mortgage
	
NA
	
Not Applicable
	 
	
Assignment in Blank of Proprietary Lease/Occupancy Agreement
	
P
	
Photo-Copy
	 
	
Assignment in Blank of Proprietary Lease/Occupancy Agreement
	
INC
	
Incomplete/Incorrect
	 
	
Assignment in Blank of Proprietary Lease/Occupancy Agreement
	
M
	
Not Received
	 
	
UCC3 TO BLANK
	
P 
	
Photo-Copy
	 
	
UCC3 TO BLANK
	
INC
	
Incomplete/Incorrect
	
Amount Less than Mortgage; Missing Legal Desc.

	
UCC3 TO BLANK
	
M
	
Not Received
	 



Annex 15

to Custodial Agreement

LIST OF UNAPPROVED SETTLEMENT AGENTS

[To Be Provided By The Lender]

Annex 16

to Custodial Agreement

APPROVED TAKEOUT INVESTOR SUBMISSION PACKAGE

With respect to each Mortgage Loan being offered by the Borrower for
pledge to the Lender, pursuant to a Takeout Commitment, the Borrower shall
deliver and release to Custodian the following documents:
(i)The original Mortgage Note bearing all intervening endorsements from
the originator to the Borrower endorsed, "Pay to the order of _, without
recourse" and signed in the name of the Borrower by an authorized officer of
the Borrower; (if applicable), the original assumption agreement, together with
the original of any surety agreement or guaranty agreement relating to the
Mortgage Note or any such assumption agreement, and if the Mortgage Note has
been signed by a third part), on behalf of the Mortgagor, the original power of
attorney or other instrument that authorized and empowered such Entity to sign
or a copy of such power of attorney together with an officer's certificate from
the Borrower (or a certificate from the county recorder's office or the
Settlement Agent) certifying that such copy, presents a true and correct
reproduction of the original and that such originalhas been duly recorded or
delivered for recordation in the appropriate records of the jurisdiction in
which the related Mortgaged Property is located;

(ii)A Mortgage meeting one of the following requirements:
(A)The original Mortgage bearing evidence that the Mortgage has been duly
recorded in the records of the jurisdiction in which the Mortgaged Property is
located; or

(B)A copy, of the Mortgage together with either (i) an officer's
certificate (which may be a blanket officer's certificate of the Borrower
covering all such Mortgage Loans), or (ii) a certificate from the county
recorder's office, certifying that such copy represents a true and correct
reproduction of the original or (iii) a stamped certificate from the
related title company or Settlement Agent certifying that such copy, represents
a true and correct reproduction of the original, in such case that such original
has been duly recorded or delivered for recordation in the appropriate records
of the jurisdiction in which the Mortgaged Property is located;



(iii)If the Borrower did not originate the Mortgage Loan, all original
intervening assignments duly executed and acknowledged and in recordable form,
evidencing the chain of mortgage assignments from the originator of the Mortgage
Loan to the Borrower, and/or a copy, of each such intervening mortgage
assignment, together with either (i) an officer's certificate, (ii) a
certificate from the recorder's office, certifying that such copy represents a
true and correct reproduction of the original, or (iii) a stamped
certificate from the related title company or Settlement Agent certifying that
such copy represents a true and correct reproduction of the original, in such
case that such original has been dull recorded or delivered for recordation in
the appropriate records of the jurisdiction in which the Mortgaged Property is
located:



(iv)An original Assignment of Mortgage, in blank, in recordable form but
unrecorded signed in the name of the Borrower by an authorized officer;

(v)A Warehouse Lender's Release, from any warehouse lender having a
security interest in the Mortgage Loans or, or if there is no warehouse lender
with respect to such Mortgage Loans, a Borrower's Release, from the Borrower,
addressed to the Lender, releasing any and all right, title and interest in such
Mortgage Loans; and

(vi)With respect to each Cooperative Loan, (i) the original Mortgage
Note bearing all intervening endorsements, endorsed "Pay to the order of ,
without recourse" and signed in the name of the Borrower by an authorized
officer of the Borrower (in the event that the Mortgage Loan was acquired in a
merger, the signature must be in the following form:  "[owner], successor by
merger to [name of predecessor]"; in the event that the Mortgage Loan was
acquired or originated while doing business under another name, the signature
must be in the following form:  "[owner], formerly known as [previous name]");
(ii) the originals of all assumption, modification, consolidation or
extension agreements, in each case with evidence of recording thereon, if any;
(iii) an original executed copy of the Uniform Commercial Code (UCC)
financing statement (UCC-1 ), and, an original, if any, UCC financing statement
changes (UCC-3), bearing the file stamp of the relevant filing office(s);
(iv) a certified copy of the assignment of the UCC financing statement
(UCC-3) from the Borrower in blank; (v) the Cooperative Shares, membership
certificate, or other contractual agreement evidencing ownership; (vi) the
original executed blank stock power; (vii) the original Proprietary Lease
or occupancy agreement; (viii) the original recognition agreement and the
original assignment of the recognition agreement in blank; (ix) the original or
copies of any security agreement, chattel mortgage or equivalent document
executed in connection with the Mortgage (if any); and (x) the original
assignment of Proprietary Lease or occupancy agreement, in blank, if
applicable.

Annex 17

to Custodial Agreement

NOTICE OF INTENT TO ISSUE [WET LOAN][DRY LOAN] TRUST
RECEIPT

No. _____Date: __________

# of Loans:  __________

Original Quantity $__________

GCFP Customer Code:  __________

Bankers Trust Company of California, N.A., as custodian (the
"Custodian") hereby notifies GREENWICH CAPITAL FINANCIAL PRODUCTS, INC.
(the "Lender") that the Custodian shall issue a Trust Receipt certifying
that the Custodian is holding certain mortgage loans (the "Mortgage
Loans") pursuant to the Custodial Agreement, as the bailee of and custodian
for the Lender, which Mortgage Loans are listed by identifying number on the
schedule attached to this Notice of Intent to Issue Trust Receipt and further
identified in the books and records of the Custodian, owned of record and
serviced by E- LOAN.COM, Inc. (the "Borrower").
BANKERS TRUST COMPANY OF CALIFORNIA, N.A.,

as Custodian
By:

Authorized Officer

 














MORTGAGE LOANS

Following are the identifying numbers of the Mortgage Loans subject to
this Notice of Intent to Issue Trust Receipt:


EXHIBIT C

[FORM OF OPINION OF COUNSEL TO THE BORROWER]

(date)

Greenwich Capital Financial Products, Inc.

600 Steamboat Road

Greenwich, Connecticut 06830

Dear Sirs and Mesdames:

You have requested [our] [my] opinion, as counsel to E-LOAN, INC., a Delaware
corporation, (the "Borrower"), with respect to certain matters in connection
with that certain Master Loan and Security Agreement, dated as of March 21,
2002 (the "Loan and Security Agreement"), by and between the Borrower and
Greenwich Capital Financial Products, Inc. (the "Lender"), being executed
contemporaneously with a Promissory Note slated March 21, 2002 from the
Borrower to the Lender (the "Note"), a Custodial Agreement, dated as of
June 20, 2000, as amended (the "Custodial Agreement"), by and among the
Borrower, Bankers Trust Company of California, N.A. (the "Custodian"), and the
Lender.  Capitalized temps not otherwise defined herein have the meanings set
forth in the Loan and Security Agreement.

[We] [I] have examined the following documents:
(1)the Loan and Security Agreement;

(2)the Note;

(3)Custodial Agreement;

(4)unfiled copies of the financing statements listed on Schedule 1
(collectively, the "Financing Statements") naming the Borrower as Debtor and the
Lender as Secured Party and describing the Collateral (as defined in the Loan
and Security Agreement) as to which security interests may be perfected by
filing under the Uniform Commercial Code of the States listed on Schedule 1 (the
"Filing Collateral"), which I understand will be filed in the filing offices
listed on Schedule 1 (the "Filing Offices");

(5)the reports listed on Schedule 2 as to UCC financing statements
(collectively, the "UCC Search Report"); and

(6)such other documents, records and papers as we have deemed necessary
and relevant as a basis for this opinion.



To the extent [we] [I] have deemed necessary and proper, [we] [I] have relied
upon the representations and warranties of the Borrower contained in the Loan
and Security Agreement. [We] [I] have assumed the authenticity of all documents
submitted to me as originals, the genuineness of all signatures, the legal
capacity of natural persons and the conformity to the originals of all
documents.

Based upon the foregoing, it is [our] [my] opinion that:
(1)The Borrower is a corporation duly organized, validly existing and in
good standing under the laws of the state of [state] and is qualified to
transact business in, duly licensed and is in good standing under, the laws of
each state in which any Mortgaged Property is located to the extent necessary to
ensure the enforceability of each Mortgage Loan and the servicing of each
Mortgage Loan pursuant to the Loan and Security Agreement.

(2)The Borrower has the corporate power to engage in the transactions
contemplated by the Loan and Security Agreement, the Note, and the Custodial
Agreement and all requisite corporate power, authority and legal right to
execute and deliver the Loan and Security Agreement, the Note, and the Custodial
Agreement and observe the terms and conditions of such instruments.  The
Borrower has all requisite corporate power to borrow under the Loan and Security
Agreement and to grant a security interest in the Collateral pursuant to the
Loan and Security Agreement.

(3 )The execution, delivery and performance by the Borrower of the Loan
and Security Agreement the Note, and the Custodial Agreement, and the borrowings
by the Borrower and the pledge of the Collateral under the Loan and Security
Agreement have been duly authorized by all necessary corporate action on the
part of the Borrower.  Each of the Loan and Security Agreement, the Note and the
Custodial Agreement have been executed and delivered by the Borrower and are
legal, valid and binding agreements enforceable in accordance with their
respective terms against the Borrower, subject to bankruptcy laws and other
similar laws of general application affecting rights of creditors and subject to
the application of the rules of equity, including those respecting the
availability of specific performance, none of which will materially interfere
with the realization of the benefits provided thereunder or with the Lender's
security interest in the Mortgage Loans.

(4)No consent, approval, authorization or order of, and no filing or
registration with, any court or governmental agency or regulatory body is
required on the part of the Borrower for the execution, delivery or performance
by the Borrower of the Advance and Security Agreement, the Note and the
Custodial Agreement or for the borrowings by the Borrower under the Loan and
Security Agreement or the granting of a security interest to the Lender in the
Collateral, pursuant to the Loan and Security Agreement.

(5)The execution, delivery and performance by the Borrower of, and the
consummation of the transactions contemplated by, the Loan and Security
Agreement, the Note and the Custodial Agreement do not and will not
(a) violate any provision of the Borrower's charter or by-laws, (b) violate
any applicable law, rule or regulation, (c) violate any order, writ,
injunction or decree of any court or governmental authority or agency or any
arbitral award applicable to the Borrower of which I have knowledge (after due
inquiry) or (d) result in a breach of, constitute a default under, require
any consent under, or result in the acceleration or required prepayment of arty
indebtedness pursuant to the terms of, any agreement or instrument of which I
have knowledge (after due inquiry) to which the Borrower is a party or by which
it is bound or to which it is subject, or (except for the Liens created pursuant
to the Loan and Security Agreement) result in the creation or imposition of any
Lien upon any Property of the Borrower pursuant to the terms of any such
agreement or instrument.

(6)There is no action, suit, proceeding or investigation pending or, to
the best of [our] [my] knowledge, threatened against the Borrower which, in
[our] [my] judgment, either in any one instance or in the aggregate, would be
reasonably likely to result in any material adverse change in the properties,
business or financial condition, or prospects of the Borrower or in any material
impairment of the right or ability of the Borrower to carry on its business
substantially as now conducted or in any material liability on the part of the
Borrower or which would draw into question the validity of the Loan and Security
Agreement, the Note, the Custodial Agreement or the Mortgage Loans or of any
action taken or to be taken in connection with the transactions contemplated
thereby, or which would be reasonably likely to impair materially the ability of
the Borrower to perform under the terms of the Loan and Security Agreement, the
Note, the Custodial Agreement or the Mortgage Loans.

(7)The Loan and Security Agreement is effective to create, in favor of
the Lender, a valid security interest under the Uniform Commercial Code in all
of the right, title and interest of the Borrower in, to and under the Collateral
as collateral security for the payment of the Secured obligations (as defined in
the Loan and Security Agreement), except that (a) such security interests
will continue in Collateral after its sale, exchange or other disposition only
to the extent provided in Section 9-306 of the Uniform Commercial Code,
(b) the security interests in Collateral in which the Borrower acquires
rights after the commencement of a case under the Bankruptcy Code in respect of
the Borrower may be limited by Section 552 of the Bankruptcy Code.

(8)When the Mortgage Notes are delivered to the Custodian, endorsed in
blank by a duly authorized officer of the Borrower, the security interest
referred to in paragraph 7 above in the Mortgage Notes will constitute a fully
perfected first priority security interest in all right, title and interest of
the Borrower therein, in the Mortgage Loan evidenced thereby and in the
Borrower's interest in the related Mortgaged Property.

(9)(a)Upon the filing of financing statements on Form UCC-1 naming
the Lender as "Secured Party" and the Borrower as "Debtor", and describing the
Collateral, in the jurisdictions and recording offices listed on Schedule 1
attached hereto, the security interests referred to in paragraph 8 above will
constitute fully perfected security interests under the Uniform Commercial Code
in all right, title and interest of the Borrower in, to and under such
Collateral, which can be perfected by filing under the Uniform Commercial
Code.

(b)The UCC Search Report sets forth the proper filing offices and the
proper debtors necessary to identify those Persons who have on file in the
jurisdictions listed on Schedule 1 financing statements covering the Filing
Collateral as of the dates and times specified on Schedule 2.  Except for the
matters listed on Schedule 2, the UCC Search Report identifies no Person who has
filed in any Filing Office a financing statement describing the Filing
Collateral prior to the effective dates of the UCC Search Report.

(10)The Assignments of Mortgage are in recordable form, except for the
insertion of the name of the assignee, and upon the name of the assignee being
inserted, are acceptable for recording under the laws of the state where each
related Mortgaged Property is located.

(11)The Borrower is duly registered as a [__________] in each state in
which Mortgage Loans were originated to the extent such registration is required
by applicable law, and has obtained all other licenses and governmental
approvals in each jurisdiction to the extent that the failure to obtain such
licenses and approvals would render any Mortgage Loan unenforceable or would
materially and adversely affect the ability of the Borrower to perform any of
its obligations under, or the enforceability of, the Loan Documents.

(12)Assuming that all other elements necessary to render a Mortgage Loan
legal, valid, binding and enforceable were present in connection with the
execution, delivery and performance of each Mortgage Loan (including completion
of the entire Mortgage Loan fully, accurately and in compliance with all
applicable laws, rules and regulations) and assuming further that no action was
taken in connection with the execution, delivery and performance of each
Mortgage Loan (including in connection with the sale of the related Mortgaged
Properly) that would give rise to a defense to the legality, validity, binding
effect and enforceability of such Mortgage Loan, nothing in the forms of such
Mortgage Loans, as attached hereto as Exhibit A, would render such Mortgage
Loans other than legal, valid, binding and enforceable.

(13 )Assuming their validity, binding effect and enforceability in all
other respects (including completion of the entire Mortgage Loan filly,
accurately and in compliance with all applicable laws, rules and regulations),
the forms of Mortgage Loans attached hereto as Exhibit A are in sufficient
compliance with __________ law and Federal consumer protection laws so as not to
be rendered void or voidable at the election of the Mortgagor
thereunder.
Very truly yours,













EXHIBIT D

[FORM OF NOTICE OF BORROWING AND PLEDGE]

[insert date]

Greenwich Capital Financial Products, Inc.

600 Steamboat Road

Greenwich, Connecticut 06830

Attention:  __________
Notice of Borrowing and Pledge No.:  __________



Ladies/Gentlemen:

Reference is made to the Master Loan and Security Agreement, dated as of
March 21, 2002 (the "Loan Agreement"; capitalized terms used but not
otherwise defined herein shall have the meaning given them in the Loan
Agreement), between E-Loan, Inc. (the "Borrower") and Greenwich Capital
Financial Products, Inc. (the "Lender").

In accordance with Section 2.03(a) of the Loan Agreement, the
undersigned Borrower hereby requests that you, the Lender, make Advances to us
in connection with our deliver of Mortgage Loans on __________ [insert requested
Funding Date,], in connection with which we shall pledge to you as Collateral
the Mortgage Loans (along with all previous pledges defined as Eligible Mortgage
Loans for such date) set forth on the Mortgage Loan Schedule attached
hereto.

The Borrower hereby certifies, as of such Funding Date, that:
(a)no Default or Event of Default has occurred and is continuing on the
date hereof nor will occur after giving effect to such Advance as a result of
such Advance;

(b)each of the representations and warranties made by the Borrower in or
pursuant to the Loan Documents is true and correct in all material respects on
and as of such date (in the case of the representations and warranties in
respect of Mortgage Loans, solely with respect to Mortgage Loans being included
the Borrowing Base on the Funding Date) as if made on and as of the date hereof
(or, if any such representation or warranty is expressly stated to have been
made as of a specific date, as of such specific date);

(c)the Borrower is in compliance with all governmental licenses and
authorizations and is qualified to do business and is in good standing in all
required jurisdictions; and

(d)the Borrower has satisfied all conditions precedent in
Section 5.02 of the Loan Agreement and all other requirements of the Loan
Agreement.



The undersigned duly authorized officer of Borrower further represents and
warrants that (1) the documents constituting the Custodial File (as defined in
the Custodial Agreement) with respect to the Mortgage Loans that are the subject
of the Advance requested herein and more specifically identified on the mortgage
loan schedule or computer readable magnetic transmission delivered to both the
Lender and the Custodian in connection herewith (the "Receipted Mortgage Loans")
[with respect to Dry Loans:  have been or are hereby submitted]
[with respect to Wet Loans:  shall be delivered, within ten (10)
days of the date of the execution of this Notice of Borrowing and Pledge,] to
Custodian and such Required Documents are to be held by the Custodian subject to
Lender's first priority security interest thereon, (2) all other documents
related to such Receipted Mortgage Loans (including, but not limited to,
mortgages, insurance policies, loan applications and appraisals) have been or
will be created and held by Borrower in trust for Lender, (3) all documents
related to such Receipted Mortgage Loans withdrawn from Custodian shall be held
in trust by Borrower for Lender, and Borrower will not attempt to pledge,
hypothecate or otherwise transfer such Receipted Mortgage Loans to any other
party anti] the Advance to which such Receipted Mortgage Loans are related has
been paid in full by Borrower and (4) Borrower has granted a first priority
perfected security interest in and lien on the Receipted Mortgage Loans.

Borrower hereby represents and warrants that (x) the Receipted Mortgage
Loans have an unpaid principal balance as of the date hereof of $__________ and
(y) the number of Receipted Mortgage Loans is
Very truly yours,
By:

Name:  

Title:  














EXHIBIT D-1

to Notice of Borrowing and Pledge

[MORTGAGE LOANS PROPOSED TO BE PLEDGED

TO LENDER ON FUNDING DATE]

MORTGAGE LOAN LIST

Type of Transaction:¦
 Cash Window Transaction¦
 Conduit Transaction

	
REF NO.
	
LOA N #
	
LAST NAM E
	
FACE AMOUN T
	
# OF MONTHS TO MATURIT Y
	
NOT E RAT E
	
TAKEOU T INVESTO R
	
SALE PRIC E
	
COMMI T-MENT #
	
COMMIT-MENT EXPIRATIO N DATE
	
DELIVER Y DATE
	
RELEASE PAYMEN T
	
CONFIR M-ATION NUMBER
	
WARE-HOUSE LENDE R





EXHIBIT E

Reserved

EXHIBIT F

REQUIRED FIELDS FOR MORTGAGE LOAN DATA TRANSMISSION
(1)The Borrower's reference number;

(2)The name of the Borrower's applicable program;

(3)The Mortgage Loan number;

(4)The last name of the Mortgagor;

(5)The face amount of the Mortgage Note;

(6)The original number of months to maturity of the Mortgage Loan;

(7)The original interest rate home by the Mortgage Note;

(8)The name of the Takeout Investor;

(9)The sale price of the Mortgage Loan to the Takeout Investor;

(10)The commitment number;

(11)The expiration date of the Takeout Commitment;

(12)The date the Mortgage Loan is scheduled to be delivered to the
Takeout Investor;

(13 )The Release Payment;

(14)The name of the Warehouse Lender, if any;

(15)The Agency's payee number, if applicable;

(16)The name of the Settlement Agent;

(17)The address of the Mortgaged Property;

(18)The original maturity date; and

(19)A code indicating whether such Mortgage Loan is a Cooperative
Mortgage Loan.

(20)With respect to any Wet Loan, a code indicating that an escrow letter
has been obtained and the identity of the escrow agent.

(21)With respect to any Wet Loan, a code indicating that an Insured
Closing Letter has been obtained.



In addition, with respect to each HELOC the following fields shall be
included,
(1)First Mortgage Balance

(2)Borrower Debt Ratio

(3)Original Draw

(4)Last Draw

(5)Date of Last Draw

(6)Property Appraisal Value

(7)Property Purchase Price

(8)Date of Appraisal

(9)Date of Original Draw

(10)Draw Percentage



EXHIBIT G

[FORM OF COLLECTION ACCOUNT AGREEMENT]

__________, 200_

[Bankers Trust]

Attn:__________
Re:  Account Established by Greenwich Capital Financial Products, Inc.
("Lender"), pursuant to that certain Master Loan and Security Agreement (as
amended, supplemented or otherwise modified from time to time, the "Loan
Agreement"), dated as of March 21, 2002, by and among the Lender, [Bankers
Trust] (the "Collection Bank"), and Loan, Inc. ("Borrower"



Ladies and Gentlemen:

We refer to the collection account established by the Borrower pursuant to
the Loan Agreement, at the Collection Bank, [CITY, STATE], Account No. [ACCOUNT
#], ABA# [ABA #], [sub]account identified with respect to Eligible Assets
pledged to the Lender (the "Collection Account"), which the Borrower maintains
in accordance with the Loan Agreement.

From time to time, certain third-party servicers (each a "Subservicer") will
deposit funds received in accordance with a related servicing agreement into the
Collection Account.  Greenwich Capital Financial Products, Inc. (the "Lender")
has established a secured loan arrangement with the Borrower.  By its execution
of this letter, the Collection Bank and the undersigned Borrower acknowledges
that the Borrower has granted a security interest in all of the Borrower's
right, title and interest in and to the Collection Account and any funds from
time to time on deposit therein with respect to such Eligible Assets, that such
funds are received by the Collection Bank in trust for the benefit of the Lender
and, except as provided below, are for application against the Borrower's
liabilities to the Lender.

By the Collection Bank's and the undersigned Borrower's execution of this
letter, each party agrees:  (a) that all funds from time to time hereafter
in the Collection Account are the property of the Borrower held in trust for the
benefit of, and subject to a security interest in favor of, the Lender;
(b) that neither the Collection Bank nor the Borrower will exercise any
right of set-off, banker's lien or any similar right in connection with such
funds provide d, that in the event any check is returned to the Collection Bank
or the Borrower because of insufficient funds (or is otherwise unpaid) such
parry shall be entitled to set off the amount of any such returned check;
(c) that following such time as the Lender shall provide notice to the
Collection Bank in writing, in its sole discretion, revoking the Borrower's
ability to make withdrawals from the Collection Account, the Borrower will not
withdraw, nor shall the Collection Bank permit the Borrower or any other person
or entity to withdraw or transfer funds from the Collection Account; and
(d) that if the Lender shall notify the Collection Bank that an event of
default has occurred and is continuing under the Lender's secured lending
arrangement with the Borrower, the Collection Bank shall cause or permit
withdrawals from the Collection Account in any other manner as the Lender may
instruct.

All bank statements in respect to the Collection Account shall be sent to the
Borrower with copies to:
Greenwich Capital Financial Products, Inc.

600 Steamboat Road

Greenwich, Connecticut 06830

Attention:  David Katze















Kindly acknowledge your agreement with the terms of this agreement by signing
the enclosed copy of this letter and returning it to the undersigned.
Very truly yours,

GREENWICH CAPITAL FINANCIAL PRODUCTS, INC.
By:

Name:  

Title:  


Agreed and acknowledged:

E-LOAN, INC.
By:

Name:  

Title:  


Agreed and acknowledged:

[BANKERS TRUST]
By:

Name:  

Title:  














EXHIBIT H

[FORM OF CONFIDENTIALITY AGREEMENT]

In connection with your consideration of a possible or actual acquisition
of a participating interest (the "Transaction") in an advance, note or
commitment of Greenwich Capita] Financial Products, Inc. ("Greenwich") pursuant
to a Master Loan and Security Agreement between Greenwich and E-Loan, Inc. (the
"Borrower"") dated March 21, 2002, you have requested the right to review
certain nonpublic information regarding the Borrower that is in the possession
of Greenwich.  In consideration of, and as a condition to, furnishing you with
such information and any other information (whether communicated in writing or
communicated orally) delivered to you by Greenwich or its affiliates, directors,
officers, employees, advisors, agents or "controlling persons" (within the
meaning of the Securities Exchange Act of 1934, as amended (the "1934 Act"))
(such affiliates and other persons being herein referred to collectively as
Greenwich "Representatives") in connection with the consideration of a
Transaction (such information being herein referred to as "Evaluation
Material"), Greenwich hereby requests your agreement as follows:
1.The Evaluation Material will be used solely for the propose of
evaluating a possible Transaction with Greenwich involving you or your
affiliates, and unless and until you have completed such Transaction pursuant to
a definitive agreement between you or any such affiliate and Greenwich, such
Evaluation Material will be kept strictly confidential by you and your
affiliates, directors, officers, employees, advisors, agents or controlling
persons (such affiliates and other persons being herein referred to collectively
as "your Representatives"), except that the Evaluation Material or portions
thereof may be disclosed to those of your Representatives who need to know such
information for the purpose of evaluating a possible Transaction with Greenwich
(it being understood that prior to such disclosure your Representatives will be
informed of the confidential nature of the Evaluation Material and shall agree
to be bound by this Agreement).  You agree to be responsible for any breach of
this Agreement by your Representatives.

2.The term "Evaluation Material" does not include any information which
(i) at the time of disclosure or thereafter is generally known by the
public (other than as a result of its disclosure by you or your Representatives)
or (ii) was or becomes available to you on a nonconfidential basis from a
person not otherwise bound by a confidential agreement with Greenwich or its
Representatives or is not otherwise prohibited from transmitting the information
to you.  As used in this Agreement, the term "person" shall be broadly
interpreted to include, without limitation, any corporation, company, joint
venture, partnership or individual

3.In the event that you receive a request to disclose all or any part of
the information contained in the Evaluation Material under the terms of a valid
and effective subpoena or order issued by a court of competent jurisdiction, you
agree to (i) immediately notify Greenwich and the Borrower of the
existence, terms and circumstances surrounding such a request, (ii) consult
with the Borrower on the advisability of taking legally available steps to
resist or narrow such request, and (iii) if disclosure of such information
is required, exercise your best efforts to obtain an order or other reliable
assurance that confidential treatment will be accorded to such information.

4.Unless otherwise required by law in the opinion of your counsel,
neither you nor your Representative will, without our prior written consent,
disclose to any person the fact that the Evaluation Material has been made
available to you.

5.You agree not to initiate or maintain contact (except for those
contacts made in the ordinary course of business) with any officer, director or
employee of the Borrower regarding the business, operations, prospects or
finances of the Borrower or the employment of such officer, director or
employee, except with the express written permission of the Borrower.

6.You understand and acknowledge that the Borrower is not making any
representation or warranty, express or implied, as to the accuracy or
completeness of the Evaluation Material or any other information provided to you
by Greenwich.  The Borrower, its respective affiliates or Representatives, nor
any of its respective officers, directors, employees, agents or controlling
persons (within the meaning of the 1934 Act) shall have any liability to you or
any other person (including, without limitation, any of your Representatives)
resulting from your use of the Evaluation Material.

7.You agree that neither Greenwich or the Borrower has not granted you
any license, copyright, or similar right with respect to any of the Evaluation
Material or any other information provided to you by Greenwich.

8.If you determine that you do not wish to proceed with the Transaction,
you will promptly deliver to Greenwich all of the Evaluation Material, including
all copies and reproductions thereof in your possession or in the possession of
any of your Representatives.

9.Without prejudice to the rights and remedies otherwise available to the
Borrower, the Borrower shall be entitled to equitable relief by way of
injunction if you or any of your Representatives breach or threaten to breach
any of the provisions of this Agreement.  You agree to waive, and to cause your
Representatives to waive, any requirement for the securing or posting of any
bond in connection with such remedy.

10.The validity and interpretation of this Agreement shall be governed
by, and construed and enforced in accordance with, the laws of the State of New
York applicable to agreements made and to be fully performed therein (excluding
the conflicts of law rules).  You submit to the jurisdiction of any court of the
State of New York or the United States District Court for the Southern District
of the State of New York for the purpose of any suit, actions or other
proceeding arising out of this Agreement.

11.The benefits of this Agreement shall inure to the respective
successors and assigns of the parties hereto, and the obligations and
liabilities assumed in this Agreement by the parties hereto shall be binding
upon the respective successors and assigns.

12.If it is found in a final judgment by a court of competent
jurisdiction (not subject to further appeal) that any term or provision hereof
is invalid or unenforceable, (i) tile remaining terms and provisions hereof
shall be unimpaired and shall remain in full force and effect and (ii) the
invalid or unenforceable provision or term shall be replaced by a term or
provision that is valid and enforceable and that comes closest to expressing the
intention of such invalid or unenforceable term or provision.

13.This Agreement embodies the entire agreement and understanding of the
parties hereto and supersedes any and all prior agreements, arrangements and
understandings relating to the matters provided for herein.  No alteration,
waiver, amendments, or change or supplement hereto shall be binding or effective
unless the same is set forth in writing by a duly authorized representative of
each party and may be modified or waived only by a separate letter executed by
the Borrower and you expressly so modifying or waiving such Agreement.

14.For the convenience of the parties, any number of counterparts of this
Agreement may be executed by the parties hereto.  Each such counterpart shall
be, and shall be deemed to be, an original instrument, but all such counterparts
taken together shall constitute one and the same Agreement.





Kindly execute and return one copy of this letter which will constitute our
Agreement with respect to the subject matter of this letter.
By:

Greenwich Capital Financial Products, Inc.














Confirmed and agreed to 

this __________ day of 

__________, 200__.
By:

Name:  

Title:  


	
Section 1.Definitions and Accounting Matters*
1.01Certain Defined Terms*

1.02Accounting Terms and Determinations*

Section 2.Advances, Note and Prepayments*

2.01Advances*

2.02Note*

2.03Procedure for Borrowing*

2.04Limitation on Tunes of Advances; Illegality*

2.05Repayment of Advances; Interest*

2.06Mandatory Prepayments or Pledge*

2.07Optional Prepayments*

2.08Requirements of Law*

2.09Purpose of Advances*

Section 3.Payments; Computations; Taxes; Commitment Fee*

3.01Payments*

3.02Computations*

3.03U*

3.04Commitment Fee*

3.05Non-Utilization Fee*

Section 4.Collateral Security*

4.01Collateral; Security Interest*

4.02Further Documentation*

4.03Changes in Locations, Name, etc*

4.04Lender's Appointment as Attorney in Fact*

4.05Performance by Lender of Borrower's Obligations*

4.06Proceeds*

4.07Remedies*

4.08Limitation on Duties Regarding Presentation of Collateral*

4.09Powers Coupled with an Interest*

4.10Release of Security Interest*

4.11Establishment of the Collection Amount*

Section 5.Conditions Precedent*

5.01Initial Advance*

5.02Initial and Subsequent Advances*

Section 6.Representations and Warranties*

6.01Existence*

6.02Financial Condition*

6.03Litigation*

6.04No Breach*

6.05Action*

6.06Approvals*

6.07Margin Relations*

6.08Taxes*

6.09Investment Company Act*

6.10No Legal Bar*

6.11No Default*

6.12Collateral; Collateral Security*

6.13Chief Executive Office; Chief Operating Office*

6.14Location of Books and Records*

6.15True and Complete Disclosure*

6.16Tangible Net Worth; Liquidity*

6.17ERISA*

6.18Licenses*

6.19Relevant States*

6.20True Sales*

6.21No Burdensome Restrictions*

6.22Subsidiaries*

6.23Origination and Acquisition of Mortgage Loans*

6.24No Adverse Selection*

6.25Borrower Solvent; Fraudulent Conveyance*

6.26Insured Closing Letter*

6.27Escrow Agreement*

Section 7.Covenants of the Borrower*

7.01Financial Statements*

7.02Litigation*

7.03Existence, Etc*

7.04Prohibition of Fundamental Change*

7.05Borrowing Base Deficiency*

7.06Notices*

7.07Servicing*

7.08Intentionally Omitted*

7.09Underwriting Guidelines*

7.10Lines of Business*

7.11Transactions with Affiliates*

7.12Use of Proceeds*

7.13Limitation on Liens*

7.14Limitation on Sale of Assets*

7.15Limitation on Distributions*

7.16Maintenance of Liquidity*

7.17Maintenance of Tangible Net Worth*

7.18Maintenance of Ratio of Total Indebtedness to Tangible Net
Worth*

7.19Restricted Payment*

7.20Servicing Transmission*

7.21No Amendment or Waiver*

7.22Maintenance of Property; Insurance*

7.23Further Identification of Collateral*

7.24Mortgage Loan Determined to be Defective*

7.25Interest Rate Protection Agreements*

7.26Certificate of a Responsible Officer of the Borrower*

7.27Committed Warehouse Facilities*

Section 8.Events of Default*

Section 9.Remedies Upon Default*

Section 10.No Duty on Lender's Part*

Section 11.Miscellaneous*

11.01Waiver*

11.02Notices*

11.03Indemnification and Expenses*

11.04Amendments*

11.05Successors and Assigns*

11.06Survival*

11.07Captions*

11.08Counterparts*

11.09Loan Agreement Constitutes Security Agreement; Governing Law*

11.10SUBMISSION TO JURISDICTION; WAIVERS*

11.11WAIVER OF JURY TRIAL*

11.12Acknowledgments*

11.13Hypothecation or Pledge of Collateral*

11.14Assignments; Participations*

11.15Servicing*

11.16Periodic Due Diligence Review*

11.17Set-Off*

11.18Intent*









 

SCHEDULES
SCHEDULE 1Representations and Warranties re:  Mortgage Loans

SCHEDULE 2Filing Jurisdictions and Offices

SCHEDULE 3Relevant States

SCHEDULE 4Subsidiaries



EXHIBITS
EXHIBIT AForm of Promissory Note

EXHIBIT BForm of Custodial Agreement

EXHIBIT CForm of Opinion of Counsel to the Borrower

EXHIBIT DForm of Notice of Borrowing and Pledge

EXHIBIT EReserved

EXHIBIT FRequired Fields for Mortgage Loan Data Transmission

EXHIBIT GForm of Collection Account Agreement

EXHIBIT HForm of Confidentiality Agreement