{"id":43375,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/conventional-loan-purchase-agreement-crestar-mortgage-corp-and.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"conventional-loan-purchase-agreement-crestar-mortgage-corp-and","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/planning\/conventional-loan-purchase-agreement-crestar-mortgage-corp-and.html","title":{"rendered":"Conventional Loan Purchase Agreement – Crestar Mortgage Corp. and E Loan Inc."},"content":{"rendered":"
\n                      CONVENTIONAL LOAN PURCHASE AGREEMENT\n\n         This Purchase Agreement dated as of July 1, 1998, by and between\nCRESTAR MORTGAGE CORPORATION, a Virginia corporation with its principal office\nat 901 Semmes Avenue, Richmond, VA 23224, (\"Purchaser\"), and E. LOAN, Inc., a\nCalifornia corporation with its principal office at 6200 Village Parkway # 102\nDublin, CA 94568 (\"Seller\"), provides as follows:\n\n         Section 1. RECITALS. Seller desires to originate and sell to Purchaser\non a servicing released basis certain conventional residential Mortgage Loans as\nset forth in the Manual, defined below, provided to Seller by Purchaser.\nPurchaser and Seller desire to set forth in this Agreement the terms and\nconditions under which Mortgage Loans originated by Seller will be purchased by\nPurchaser, in consideration of the mutual promises and covenants contained\nherein, Seller agrees to sell Mortgage Loans to Purchaser and Purchaser agrees\nto purchase Mortgage Loans from Seller, all subject to the following terms and\nconditions of this Agreement.\n\n         Section 2. DEFINITIONS. As used herein, the term:\n\n                  Section 2.1. \"BORROWER\" means the Individual(s) obligated to\nrepay a Mortgage Loan.\n\n                  Section 2.2. \"BUSINESS DAY\" means any day on which Purchaser\nis open to the public for business, Purchaser is normally open to the public for\nbusiness on any day other than (i) a Saturday or Sunday or (ii) New Year's Day,\nMartin Luther King Day, President's Day, Memorial Day, Independence Day, Labor\nDay, Columbus Day, Veterans Day, Thanksgiving Day and Christmas Day.\n\n                  Section 2.3. \"CLOSING\" means the time when a Borrower signs a\nNote evidencing a Mortgage Loan and the Mortgage securing payment of such Note.\n\n                  Section 2.4. \"CLOSING PACKAGE\" shall have the same meaning as\ndefined in the Manual.\n\n                  Section 2.5. \"CONFORMING\" means that the Loan Amount of a\nMortgage Loan is within FHLMC\/FNMA Requirements.\n\n                  Section 2.6. \"CONSUMER DISCLOSURES\" means all disclosures or\nnotices required, or customarily used by residential mortgage lenders, to comply\nwith all applicable federal, state and local laws and regulations applying to\nconsumer credit transactions Involving loans secured by residential real estate,\nincluding, without limitation, the Truth-In-Lending Act, the Real Estate\nSettlement Procedures Act, the Equal Credit Opportunity Act, and the Fair Credit\nReporting Act.\n\n                  Section 2.7. \"CREDIT PACKAGE\" shall have the same meaning as\ndefined in the Manual.\n\n                  Section 2.8. \"DELINQUENT\" means that all or any part of the\nmonthly installment of principal and interest due on a Note is unpaid after the\ndue date set forth in the Note or that Escrows or other amounts required by the\nMortgage to be paid have not been paid.\n\n                  Section 2.9. \"ESCROWS\" means all funds collected from the\nBorrower to pay expenses required to be paid pursuant to the Mortgage,\nincluding, without limitation, hazard Insurance premiums, mortgage insurance\npremiums, taxes, special assessments, ground rents, water, sewer and other\ngovernmental charges that, if not paid, may result in liens on the Secured\nProperty with priority over the Mortgage Loan.\n\n\n   2\n\n                  Section 2.10. \"FALLOUT LOAN\" means a Mortgage Loan subject to\na Lock-In which cannot be delivered according to the terms of the Lock-In,\nincluding, without limitation, (i) a Mortgage Loan which never reaches Closing\ndue to Seller's denial of the Borrower's loan application or the Borrower's\nwithdrawal of the loan application, or (ii) a Mortgage Loan which cannot be\ndelivered under the terms of the Lock-In because of a change in the type of loan\nrequested by the Borrower, or (iii) a Mortgage Loan which Purchaser for any\nreason declines to purchase.\n\n                  Section 2.11. \"FHLMC\" means the Federal Home Loan Mortgage\nCorporation.\n\n                  Section 2.12. \"FNMA\" means the Federal National Mortgage\nAssociation.\n\n                  Section 2.13. \"FHLMC\/FNMA REQUIREMENTS\" mean the requirements,\nrepresentations and warranties established from time to time by FHLMC and FNMA\nas set forth in the FHLMC Sellers' and Servicers\" Guide, the FNMA Selling Guide\nor the FNMA Servicing Guide.\n\n                  Section 2.14. \"LOAN AMOUNT\" means the principal amount of a\nMortgage Loan at the time of Closing.\n\n                  Section 2.15. \"LOCK-IN\" means an agreement between Seller and\nPurchaser establishing the price and terms for the purchase of a Mortgage Loan.\n\n                  Section 2.16. \"MANUAL\" means the manual provided to Seller by\nPurchaser, as the same may be amended and updated from time to time by\nPurchaser.\n\n                  Section 2.17. \"MORTGAGE\" means the security instrument\nsecuring a Mortgage Loan with real property, Including, without limitation, a\nmortgage, a deed of trust, a deed to secure debt, a security deed or any other\nsecurity instrument.\n\n                  Section 2.18. \"MORTGAGE LOAN\" means any eligible conventional\nMortgage Loan product as set forth in the Manual and meeting all the\nrequirements of Section 4 of this Agreement. The term Mortgage Loan encompasses\nall of the Seller's right, title and interest in and to the Mortgage Loan,\nincluding, without limitation, the servicing rights, all Escrows, the Note, the\nMortgage, all applicable insurance policies and all other documentation and\nInformation collected by Seller in connection with the Mortgage Loan.\n\n                  Section 2.19. \"NON-CONFORMING\" means the Loan Amount of the\nMortgage Loan exceeds FHLMC\/FNMA Requirements.\n\n                  Section 2.20. \"NOTE\" means the written Instrument evidencing\nthe Borrower's promise to repay the Loan Amount, plus interest, of the Mortgage\nLoan.\n\n                  Section 2.21. \"POST CLOSING DOCUMENTS\" shall have the same\nmeaning as defined in the Manual.\n\n                  Section 2.22. \"PURCHASE DATE\" means the date on which the\nPurchaser remits funds to Seller or to Seller's warehouse lender for the\npurchase of a Mortgage Loan.\n\n                  Section 2.23. \"PURCHASE PRICE\" means the price paid by\nPurchaser for a Mortgage Loan exclusive of any Servicing-Release Premium.\n\n                  Section 2.24. \"SECURED PROPERTY\" means the land and\nimprovements thereon subject to the lien of the Mortgage securing a Mortgage\nLoan.\n\n                                        2\n   3\n\n                  Section 2.25. \"SERVICING RELEASE PREMIUM\" means the amount in\naddition to the Purchase Price that Purchaser pays, if any, to obtain a Mortgage\nLoan without reservation by Seller of the servicing right for such Mortgage\nLoan.\n\n                  Section 3. GENERAL. This Agreement sets forth the conditions\nand procedures under which Seller will sell Mortgage Loans to Purchaser and\nPurchaser will purchase Mortgage Loans from Seller. No obligation is created by\nthis Agreement for Seller to sell or Purchaser to purchase a particular amount\nof Mortgage Loans or any particular Mortgage Loan.\n\n                  Section 4. MORTGAGE LOANS ELIGIBLE FOR PURCHASE. A Mortgage\nLoan must meet the following criteria to be eligible for purchase by Purchaser\npursuant to this Agreement:\n\n                  Section 4.1. ELIGIBLE PROPERTY AND LIEN STATUS. A Mortgage\nLoan must be secured by a first priority lien Mortgage on a one-to-four family\nresidential dwelling located in a state or jurisdiction in the United States\napproved by Purchaser, as set forth in the Manual.\n\n                  Section 4.2. PURCHASE OF LOANS ORIGINATED BY A PARTY OTHER\nTHAN SELLER. Purchaser shall have no obligation to purchase a Mortgage Loan\noriginated by a person other than Seller. For purposes of this Section 4.2,\norigination by a person other than Seller shall mean that any or all of the\nfollowing conditions, as applicable, exist: (i) the loan application was taken\nby, or (ii) documents evidencing the credit-worthiness of the Mortgage Loan were\ncollected by, or (iii) the appraisal of the Secured Property was obtained by, or\n(iv) the Mortgage Loan was closed by and\/or in the name of a person other than\nSeller or other than a person in the direct and principal employment of Seller\nor other than a settlement agent acting on behalf of Seller. Notwithstanding the\nforegoing, for purposes of this paragraph Section 4.2, loan applications\ntransferred from another lender to Seller for the convenience of the borrower\nand not as part of any business arrangement between the lender and Seller shall\nnot be considered by Purchaser to be an origination by a person other than\nSeller.\n\n                  Section 4.3. UNDERWRITING GUIDELINES. Each Mortgage Loan\npurchased by Purchaser pursuant to this Agreement must conform to Purchaser's\nunderwriting guidelines as set forth in the Manual as of the date the Credit\nPackage is received by Purchaser or by Purchaser's designated underwriter.\n\n                  Section 4.4. SUBJECT TO LOCK-IN. Each Mortgage Loan purchased\nby Purchaser pursuant to this Agreement must be subject to a Lock-In no later\nthan one Business Day prior to delivery of the Mortgage Loan to Purchaser.\n\n         Section 5. TERMS OF LOCK-IN.\n\n                  Section 5.1. LOCK-IN OF PURCHASE TERMS. Seller must obtain\nfrom Purchaser a Lock-In for each Mortgage Loan to be offered for sale to\nPurchaser not later than one Business Day prior to delivery of the Mortgage Loan\nto Purchaser. The Lock-In shall establish the agreement of Seller to sell and\nPurchaser to purchase a particular Mortgage Loan subject to the terms and\nconditions of this Agreement and the Manual. Each Lock-In must relate to a\nparticular Mortgage Loan. Seller may obtain a Lock-In of the Purchase Price and\npurchase terms for a particular Mortgage Loan according to procedures described\nin the Manual. Each Lock-In will have a stated expiration date. In addition to\nthe purchase terms established by the Lock-In, Purchaser may charge to Seller\nfees in connection with the purchase or underwriting of Mortgage Loans,\nincluding without limitation underwriting and funding fees as set forth in the\nManual.\n\n                  Section 5.2. TIME WHEN LOCK-IN PRICES ARE ESTABLISHED.\nPurchaser will establish each Business Day, the Purchase Price and\nServicing-Release Premium it will pay for Mortgage Loans and will communicate\nsuch information to Seller in the time and manner set forth in the Manual.\n\n                  Section 5.3. CONFIRMATION OF LOCK-IN. Purchaser will confirm\nany Lock-In in writing according to procedures described in the Manual.\n\n                                        3\n   4\n\n                  Section 5.4. CLOSING OF MORTGAGE LOAN SUBJECT TO A LOCK-IN.\nSeller agrees to close and deliver the Mortgage Loan on or before the expiration\nof a Lock-In. If the Mortgage Loan is not closed and delivered on or before the\nexpiration of the Lock-In, the Mortgage Loan shall be subject to repricing as\ndescribed in the Manual.\n\n                  Section 5.5. DELIVERY OF MORTGAGE LOAN SUBJECT TO A LOCK-IN.\nSeller agrees to deliver the Mortgage Loan to Purchaser for purchase within\nfifteen calendar days after its Closing. If such delivery is not made, the\nMortgage Loan shall be subject to repricing as described in the Manual.\n\n                  Section 5.6. BEST EFFORTS LOCK-INS AND MANDATORY LOCK-INS.\nPurchaser may offer either \"best efforts\" Lock-Ins or \"mandatory\" Lock-Ins, or\nboth. The terms of best efforts Lock-Ins include: (1) Seller will use its best\nefforts to close the Mortgage Loan according to the terms of the Lock-In, (2) if\nthe Borrower changes the type of Mortgage Loan requested with the result that\nthe terms of the Mortgage Loan no longer agree with the terms of the Lock-In,\nSeller will notify Purchaser in accordance with the procedures in the Manual and\nthe Lock-In price may be changed at Purchaser's discretion, and (3) after\nClosing, the Mortgage Loan is required to be delivered to Purchaser. Seller must\nnotify Purchaser of any Mortgage Loan subject to a Lock-In that does not reach\nClosing in accordance with the procedures with the Manual. Purchaser reserves\nthe right to verify with the Borrower or by other means that the Mortgage Loan\ndid not reach Closing. If Seller fails to deliver to Purchaser after Closing a\nMortgage Loan subject to a best efforts Lock-In, such failure constitutes an\nEvent of Default under this Agreement and, notwithstanding any other remedies\nset forth in Section 13 of this Agreement, Purchaser in its sole discretion may\nassess a pair-off fee as described and calculated in accordance with the\nprovisions of the Manual. If the Lock-In is designated as a mandatory Lock-In,\nSeller must deliver the Mortgage Loan to Purchaser or pay Purchaser a pair-off\nfee, as described and calculated in accordance with the provisions of the\nManual, regardless of whether or not the Mortgage Loan closes.\n\n                  Section 5.7. FALLOUT LOANS.\n\n                           a. NOTIFICATION. Seller shall notify Purchaser \nimmediately in accordance with the procedures in the Manual of any Mortgage Loan\nwhich is a Fallout Loan. Such Notification must include the reason the Mortgage\nLoan became a Fallout Loan, documented in accordance with the Manual.\n\n                           b. MONITORING THE AMOUNT OF FALLOUT LOANS. Purchaser \nshall evaluate Seller's performance in managing Fallout Loans according to\nparameters described in the Manual. Seller's failure to manage Fallout Loans\neffectively may cause Purchaser to terminate this Agreement pursuant to 17\nbelow.\n\n         Section 6. APPROVAL OF MORTGAGE LOANS.\n\n                  Section 6.1. SUBMISSION OF CREDIT PACKAGE. Prior to closing a\nMortgage Loan, Seller shall submit to Purchaser or Purchaser's designated\nunderwriter the Credit Package for such Mortgage Loan as described and defined\nin the Manual. Seller agrees to pay an underwriter fee as set forth in the\nManual for each conforming Mortgage Loan purchased and for each non-conforming\nMortgage Loan submitted to Purchaser for review. Underwriting fees will be\ndeducted from the funding on conforming and non-conforming Mortgage Loans. The\nFHLMC\/FNMA Requirements and the requirements of the Manual applicable to credit\nand appraisal standards in effect as of the date a Credit Package is received by\nPurchaser shall apply to the related Mortgage Loan.\n\n                  Section 6.2. NOTIFICATION OF APPROVAL DECISION. Purchaser will\nuse its best efforts to review and notify Seller of its purchase decision within\ntwo Business Days, but in no event later than five Business Days, after\nreceiving the Credit Package for a Conforming Mortgage Loan. For Non-conforming\nMortgage Loans, the underwriting may be performed by a mortgage insurance\ncompany or Investor designated by Purchaser and that company's policy concerning\nturnaround time shall apply. If the Credit Package is incomplete, Purchaser or\nPurchaser's designated underwriter shall notify Seller of the missing\ndocumentation, and Purchaser shall have no obligation to make a purchase\ndecision on the Mortgage Loan until such documentation is received.\n\n                                        4\n   5\n\n                  Section 6.3. ISSUANCE OF UNDERWRITER'S APPROVAL. Upon approval\nof a Credit Package for purchase, Purchaser shall issue to Seller a notification\nthat the Mortgage Loan has been approved (the \"Underwriter's Approval\"), stating\nthe conditions upon which purchase shall be made. The Lock-In, rather than the\nUnderwriter's Approval, shall establish the Purchase Price for the Mortgage\nLoan. Unless an Underwriter's Approval has been issued with respect to a Credit\nPackage, Purchaser shall have no obligations under this Agreement to purchase\nthe related Mortgage Loan. The purchase will be subject to the conditions set\nforth in the Underwriter's Approval, the Lock-In, the Manual and this Agreement.\nEach Underwriter's Approval shall state an expiration date. If Seller does not\nclose a Mortgage Loan on or before such expiration date, Seller shall resubmit\nto Purchaser the Credit Package along with such updated information as may be\nrequired by Purchaser for reapproval and issuance of a new Underwriter's\nApproval.\n\n                  Section 6.4. RETENTION OF CREDIT PACKAGE. If an Underwriter's\nApproval has been issued, Purchaser will retain the Credit Package pending\nClosing and purchase of the Mortgage Loan unless alternative arrangements are\nagreed to by Purchaser and Seller.\n\n         Section 7. CLOSING OF MORTGAGE LOANS.\n\n                  Section 7.1. CLOSING A MORTGAGE LOAN SUBJECT TO A LOCK-IN.\nSeller agrees to notify Purchaser of the Closing not later than one Business Day\nafter the Closing of any Mortgage Loan subject to a Lock-In. Seller agrees not\nto close any Mortgage Loan subject to a Lock-In unless Purchaser has issued an\nUnderwriter's Approval which is in effect at the Closing.\n\n                  Section 7.2. TRANSMITTAL OF CLOSING PACKAGE TO PURCHASER.\nWithin fifteen calendar days after the Closing of a Mortgage Loan, Seller shall\nprovide to Purchaser the Closing Package as described and defined in the Manual.\nSeller agrees to do all acts necessary to transfer ownership of Mortgage Loan to\nPurchaser and shall assign and deliver the Closing Package to Purchaser with\nrespect to the purchase of each Mortgage Loan, subject to the approval of\nPurchaser as to proper form, content and execution of all documents related to\nthe Mortgage Loan. Purchaser shall use its best efforts to notify Seller within\ntwo Business Days, but in no event in more than five Business Days, if the\nClosing Package complies with Purchaser's requirements. The Closing Package will\nnot be satisfactory if (i) it does not satisfy the terms and conditions of the\nUnderwriter's Approval, the Lock-In, the Manual and this Agreement, or (ii) it\ncontains one or more errors or is incomplete. If Purchaser determines that a\nClosing Package is not satisfactory due to an error or an omission that can be\ncorrected, Purchaser shall grant to Seller an additional period of five Business\nDays, starting on the date that Purchaser notifies Seller of an unsatisfactory\nMortgage Loan or starting fifteen calendar days After Closing, whichever occurs\nlater, to correct any defect. If Seller corrects the defect within such five\nBusiness Day period, Purchaser shall purchase the Mortgage Loan in accordance\nwith the Lock-In terms. If the defect is corrected after this time period,\nPurchaser shall have the option to establish a new Purchase Price for the\nMortgage Loan.\n\n                  Section 7.3. ORIGINAL NOTE. If a copy of the Note was provided\nto Purchaser with the Closing Package, Seller agrees to deliver the original\nNote, properly endorsed, to Purchaser prior to the Purchase Date.\n\n                  Section 7.4. PURCHASE FUNDS. In the event Purchaser determines\nthat a Mortgage Loan is acceptable for purchase, Purchaser shall transmit the\npurchase funds for the Mortgage Loan within five Business Days after receiving\nthe Closing Package for such Mortgage Loan, provided, however, if the Note is\nreceived by Purchaser five or more Business Days after receipt of the Closing\nPackage, Purchaser shall have two Business Days after receipt of the Note in\nwhich to transmit the purchase funds. The purchase funds will be transmitted net\nof any amounts due Purchaser in connection with such purchase, including,\nwithout limitation, all funds held in Escrow. Any funds due Seller by Purchaser\nin connection with such purchase, including, without limitation, per diem\ninterest and any Servicing-Release Premium that may be owed, will be added to\nthe purchase funds transmitted to Seller on the Purchase date. Purchaser shall\nhave the right to offset any amount owed by Seller to Purchaser against any and\nall balances, credits, deposits, accounts or monies of Seller then or thereafter\nheld by Purchaser.\n\n                                        5\n   6\n\ntitle insurance policy with respect to the Secured Property issued by a title\ninsurance company acceptable to Purchaser on standard ALTA mortgagee policy\nforms in an amount satisfactory to Purchaser and containing all applicable\nendorsements. By assignment or endorsement of Seller's Interest, Purchaser, its\nsuccessors and assigns, is designated as a mortgagee and additional named\ninsured with regard to the title insurance. Seller has not done, by act or\nomission, anything which would impair the title insurance coverage.\n\n                  Section 8.6. SECURED PROPERTY INTACT. The Secured Property has\nnot been damaged so as to adversely and materially affect its value and is\notherwise in good repair. There are no proceedings pending for the partial or\ntotal condemnation of the Secured Property.\n\n                  Section 8.7. HAZARD AND CASUALTY INSURANCE. There is in force\nfor the Mortgage Loan adequate hazard and casualty insurance coverage with\nrespect to the Secured Property in an amount and pursuant to a policy of\ninsurance satisfactory to Purchaser insuring against fire or other casualty,\nand, if required by federal law, flood insurance. By assignment or endorsement\nof Seller's Interest, Purchaser, its successors and assigns, is designated as a\nmortgagee and additional named insured with regard to such insurance.\n\n                  Section 8.8. DELINQUENT STATUS. As of the Purchase Date, the\nMortgage Loan is not sixteen calendar days or more Delinquent and Seller has no\nknowledge of any default or breach existing or threatened under the Security\nInstrument or Note.\n\n                  Section 8.9. MODIFICATION OF MORTGAGE LOAN DOCUMENTATION. The\nterms of the Mortgage Loan have in no way been changed or modified and the lien\nof the Security Instrument has not been released or subordinated. All Mortgage\nLoan documentation submitted to Purchaser is genuine, complete and accurate, and\nall representations as to each Mortgage Loan are true and correct and meet the\nrequirements and specifications of all parts of this Agreement.\n\n                  Section 8.10. TAXES. All taxes due and payable on or prior to\nthe Purchase date with respect to the Secured Property have been paid in full.\n\n                  Section 8.11. ACCEPTABLE INVESTMENT. Seller has no knowledge\nof any circumstances or conditions with respect to the Mortgage Loan, the real\nproperty secured by the Security Instrument, the Borrower or the Borrower's\ncredit standing that can reasonably be expected to: (i) cause private\ninstitutional investors to regard the Mortgage Loan as an unacceptable\nInvestment; or (ii) cause the Mortgage Loan to become delinquent; or (iii)\nadversely affect the Mortgage Loan's value or marketability.\n\n                  Section 8.12. ASSIGNMENT. A valid and recordable instrument of\nassignment, recorded, has been duly executed and delivered by the proper\nperson(s) or entity(ies) to Purchaser, and such assignment is not subject to any\nother assignment, claim, lien, mortgage, pledge, charge, security interest or\nencumbrance.\n\n                  Section 8.13. QUALIFICATION OF SELLER. Seller has been duly\nincorporated and is validly existing and in good standing under the laws of the\nstate of its incorporation. Seller is duly and validly qualified and authorized\nto do business and to originate and sell the Mortgage Loans in each state where\nthe Secured Property is located or, in the event Seller is not so qualified, the\nlending of money and the acquisition and holding of Mortgage Loans does not\nconstitute doing business in such state. Seller has all licenses required to\nengage in such transactions in each state where it originates Mortgage Loans.\n\n                  Section 8.14. QUALIFICATION OF APPRAISER. All appraisers\nperforming and furnishing appraisals with respect to a Mortgage Loan must meet\nthe qualifications set forth in the Manual.\n\n         Section 9. OTHER WARRANTIES AND REPRESENTATIONS. Seller represents and \nwarrants to Purchaser as of the date of this Agreement as follows:\n\n                  Section 9.1. DUE EXECUTION AND DELIVERY. The execution and\ndelivery of this Agreement are within the corporate powers of Seller and have\nbeen duly authorized by all necessary action on the part of the\n\n                                        7\n   7\n\nSeller and neither the execution and delivery of this Agreement by Seller, nor\nthe consummation by Seller of the transactions herein contemplated nor\ncompliance with the provisions hereof by Seller will (i) conflict with or result\nin a breach of, or constitute a default under, any of the provisions of the\narticles of Incorporation or bylaws of Seller or any law, governmental rule or\nregulation, or any Judgment, decree, or order binding on Seller, or any of its\nproperties, or any of the provisions of any indenture, mortgage, deed of trust,\ncontract or other instrument to which it is a party or by which it is bound or\n(ii) result in the creation or imposition of any lien, charge, or encumbrance\nupon any of its properties pursuant to the terms of any such indenture,\nmortgage, deed of trust, contract or other instrument.\n\n                  Section 9.2. BINDING AGREEMENT. This Agreement has been\nexecuted and delivered by Seller and constitutes a legal, valid and binding\nagreement of Seller, enforceable in accordance with Its terms, subject, as to\nenforcement of remedies, to applicable bankruptcy, reorganization, Insolvency,\nor other similar laws affecting creditors rights generally from time to time in\neffect, and to general principles of equity.\n\n         Section 9A. SURVIVAL OF WARRANTIES. The representations and warranties\nmade in this Agreement in Sections 8 and 9 above or elsewhere, shall survive the\nPurchase Date and shall Inure to the benefit of Purchaser, its successors,\naffiliates and assigns and with respect to any Mortgage Loan, regardless of any\nreview or investigation made by or on behalf of Purchaser.\n\n         Section 10. COVENANT REGARDING TAXES. Seller hereby covenants and\nagrees with Purchaser that if any taxes relating to the Secured Property are due\nwithin the sixty calendar days following the Closing date, and the bills for\nsuch taxes are available as of the Closing date, Seller will cause the taxes to\nbe paid in full by the due date.\n\n         Section 11. REPURCHASE REQUIREMENTS. In addition to any other rights\nand remedies which Purchaser may have against Seller, Seller agrees to\nrepurchase any Mortgage Loan within ten calendar days after Purchaser's demand,\nand to indemnify Purchaser for any incurred loss or liability resulting from the\noccurrence of any of the following events:\n\n                  Section 11.1. BREACH OF WARRANTY OR REPRESENTATION. Purchaser\nhas determined that there exists a breach of any representation or warranty made\npursuant to this Agreement, provided that Seller shall have fifteen calendar\ndays following notice thereof to cure any breach resulting from a clerical\nerror.\n\n                  Section 11.2. TIMELY DELIVERY OF POST-CLOSING DOCUMENTS. The\nPost-closing Documents or any other documentation or corrections of any\ndocumentation have not been delivered within the time periods set forth in this\nAgreement.\n\n                  Section 11.3. FALSE OR MISLEADING STATEMENTS. Purchaser\ndetermines that any information submitted to seller or any statement, report or\ndocument furnished by Seller to Purchaser hereunder was incomplete, inaccurate,\nfalse, or misleading in any material respect when made or delivered. This\nprovision includes any condominium or PUD warranties made by Seller to\nPurchaser.\n\n                  Section 11.4. REPURCHASE OF EARLY DEFAULTS. Seller agrees to\nrepurchase any conforming or non-conforming conventional Mortgage Loan from\nPurchaser if a default occurs with respect to the payment of any installment of\nprincipal and interest due on the first payment due date after the Purchase\nDate.\n\n         Section 12. REPURCHASE PRICE. In the event Seller is obligated to\nrepurchase a Mortgage Loan, the repurchase price shall be at par or at the\npurchase price paid by Purchaser, whichever is greater, in an amount equal to\nthe then unpaid principal balance of such Mortgage Loan, plus all accrued and\nunpaid interest and any costs or expenses, including, without limitation,\nreasonable attorney's fees and expenses and court costs incurred by Purchaser in\nconnection with the repurchase of any such Mortgage Loan, enforcing such\nrepurchase obligation, enforcing any obligation of the Borrower arising under\nthe Note or foreclosing on the Secured Property. In addition, Seller shall repay\nto Purchaser any Servicing-Release Premium paid by Purchaser in connection with\nsuch repurchased Mortgage Loan. Purchaser shall have the right to offset the\n\n                                        8\n   8\n\namount owed by Seller to Purchaser against any and all balances, credits,\ndeposits, accounts or monies of Seller then or thereafter held by Purchaser.\nPurchaser may, at the request of Seller, perform the servicing of a Mortgage\nLoan that Seller is required to repurchase pursuant to the provisions of this\nAgreement. The repurchase obligations under this Agreement shall survive (i)\npurchase of the Mortgage Loan; (ii) any transfer or grant of any interest in or\nsale of the Mortgage Loan by Purchaser or its affiliates or any of their\nsuccessors or assignees; and (iii) termination of this Agreement.\n\n         Section 13. EVENTS OF DEFAULT. Purchaser, at its option, shall have the\nright to immediately terminate this Agreement without notice should an Event of\nDefault occur. In the event this Agreement is terminated, no additional Lock-Ins\nwill be permitted. The following shall be Events of Default under this\nAgreement:\n\n                  Section 13.1. Repeated breaches by Seller of any warranty or\nrepresentation contained in this Agreement, regardless of any action by Seller\nto cure breaches.\n\n                  Section 13.2. Repeated failure by Seller to deliver to\nPurchaser any Closing Documents or Post-closing Documents within the time\nperiods required by the Manual or this Agreement.\n\n                  Section 13.3. Detection by Purchaser of participation by\nSeller or any of Seller's employees in fraudulently documenting one or more\nMortgage Loans that are sold or offered for sale to Purchaser.\n\n                  Section 13.4. Failure by Seller to use its best efforts to\nclose and deliver Mortgage Loans subject to a Lock-In to Purchaser for purchase\npursuant to the terms of this Agreement.\n\n         Section 14. INDEMNITY. Seller hereby agrees to indemnify and hold\nharmless Purchaser and its affiliates and the successors and assigns of\nPurchaser and its affiliates collectively referred to herein as \"Indemnities\"\nfrom and against any and all claims, losses, damages, fines, penalties,\nforfeitures, legal fees, judgments and any costs, fees and expenses relating to\n(i) a breach by Seller of any representation, warranty or obligation contained\nin or made pursuant to the Manual, this Agreement or any other agreement between\nSeller and Purchaser relating to the purchase of Mortgage Loans, (ii) a failure\nby Seller to disclose any information that renders any such representation or\nwarranty misleading or inaccurate, or (iii) any material inaccuracy in\ninformation provided to Purchaser or misrepresentation made to Purchaser\nconcerning any Mortgage Loan which is known to Seller or which Seller should\nhave known if it exercised practices customarily undertaken by prudent\nresidential mortgage lenders. This indemnification shall survive purchase, sale\nor transfer of the Mortgage Loan or any Interest therein by any of the\nindemnities, the liquidation of the Mortgage Loan or the termination of this\nAgreement.\n\n         Section 15. RELATIONSHIP OF PARTIES. The parties understand and agree\nthat neither party shall be deemed an agent, employee or legal representative of\nthe other party, and that each party is acting solely on its own behalf and as\nan independent contractor. Neither party to this Agreement shall have the power\nor authority to represent, act for, bind or commit the other party in connection\nwith any action taken pursuant to this Agreement. Neither execution nor\nperformance of this Agreement shall be construed to establish any partnership or\njoint venture between the parties.\n\n         Section 16. NOTICES. All Notices required to be given hereunder shall\nbe in writing; provided, however, that at Seller's request Purchaser may give\nany notice orally to Seller, and provided further, that in the event any notice\nis given orally by Purchaser, Purchaser shall not be liable or responsible in\nany respect for any error, omission or delay in providing such oral notice. Any\nwritten notice required or permitted to be given hereunder shall be sufficient,\nif either personally delivered or sent by U.S. Mail, postage prepaid, to the\nfollowing addresses:\n\n              If to Purchaser:          Crestar Mortgage Corporation\n                                        901 Semmes Avenue\n                                        Richmond, Virginia 23224\n                                        Attention: Correspondent Loan Department\n\n                                        9\n   9\n\n\n\n              If to Seller:                     E LOAN, Inc.\n                                                6200 Village Parkway #102\n                                                Dublin, CA 94568\n                                                Attn: Frank Mu??\n\n         Section 17. TERM OF AGREEMENT. This Agreement may be terminated by\neither party at any time without cause by giving fifteen calendar days notice to\nthe other party. In addition, this Agreement may be terminated by Purchaser\npursuant to the provision of Section 13 hereof. Upon such notification,\nPurchaser shall cease accepting Mortgage Loans for credit approval as of the\neffective date of termination, but purchase pursuant to the terms of this\nAgreement any Mortgage Loans for which as Underwriter's Approval is in effect as\nof the termination date. Seller's representations, warranties, covenants and its\nobligation to indemnify Purchaser as to repurchase Mortgage Loans shall survive\ntermination of this Agreement.\n\n         Section 18. FINANCIAL STATEMENTS. Seller will deliver to Purchaser\nfinancial statements of Seller, as specified in the manual, within ninety\ncalendar days after the end of the Seller's fiscal year.\n\n         Section 19. ASSIGNMENT. This Agreement may not be assigned by Seller\nwithout prior written consent of Purchaser.\n\n         Section 20. THE MANUAL. The Manual provided to Seller by Purchaser is\nincorporated herein by reference and shall be deemed to supplement this\nAgreement. All Mortgage Loans purchased pursuant to the Agreement will be\nsubject to the terms of the Manual and this Agreement. Purchaser reserves the\nright to amend the Manual in its sole discretion from time to time by giving\nwritten notice of such amendments to Seller.\n\n         Section 21. ENTIRE AGREEMENT. This Agreement and the Manual constitute\nthe entire understanding of the parties with respect to the purchase and safe of\nMortgage Loans covered by this Agreement. No modification or amendment of this\nAgreement shall be valid unless set forth in writing and executed by both Seller\nand Purchaser\n\n         Section 22. NO WAIVER; RIGHTS AND REMEDIES CUMULATIVE. No failure or\nany delay on the part of Purchaser in exercising its rights, powers, privileges\nor remedies hereunder shall operate as a waiver thereof, nor shall a single or\npartial exercise thereof preclude any other future exercise or the exercise of\nany other rights, powers, privileges or remedies, all of which shall be\ncumulative\n\n         Section 23. CAPTIONS. The captions of the various sections of this\nAgreement have been inserted only for purposes of convenience. Such captions are\nnot part of this Agreement and shall not be deemed in any manner to modify,\nexplain, enlarge or restrict any provisions of this Agreement.\n\n         Section 24. APPLICABLE LAW. This Agreement shall be enforced and\ninterpreted in accordance with the laws of the Commonwealth of Virginia.\n\n         Section 25. TRAINING FEES. Seller agrees to reimburse Purchaser for\ntravel expenses incurred during training of Seller should training be mutually\nagreed upon as necessary.\n\n         Section 26. VALID AGREEMENT. This Agreement is not valid until accepted\nand signed by Purchaser.\n\n         Section 27. AGREEMENT OF NON-SOLICITATION. Seller agrees it will not,\nafter the execution of this Agreement, make any direct solicitation of any kind\nof the Borrowers, including, without limitation, solicitation to refinance any\nof the Mortgage Loans, or take any other action which would otherwise encourage\nthe prepayment of any of the Mortgage Loans. In addition, Seller agrees that it\nwill neither transfer or otherwise disclose any\n\n                                       10\n   10\n\ninformation with respect to the Mortgage Loans to a third party, nor assist any\nother person or entity in making any direct solicitation of the respective\nBorrowers.\n\nIN WITNESS WHEREOF, each party has caused this Agreement to be executed by its\nduly authorized officer, all as of the date first above written.\n\nCRESTAR MORTGAGE CORPORATION              SELLER\n\nBy: \/s\/ Signature Illegible               By: \/s\/ Steve M. Majerus\n\nTitle: \/s\/ Signature Illegible            Title: Director, Mortgage Banking\n\n                                       11\n\n\nEX-10.18\n24\nGMAC MORTAGE CORPORATION SELLER'S AGREEMENT\n\n   1\n                                                                   EXHIBIT 10.18\n\n                  GMAC MORTGAGE CORPORATION SELLER'S AGREEMENT\n\n                           RESIDENTIAL MORTGAGE LOANS\n\n                                     BETWEEN\n\n                                  E-LOAN, INC.\n\n                                    \"SELLER\"\n\n                                       AND\n\n                            GMAC MORTGAGE CORPORATION\n\n                                   \"PURCHASER\"\n\n                                   DATED AS OF\n\n                                  JULY 1, 1998\n\n\n   2\n\n\n\n\n                                TABLE OF CONTENTS\n\n                                    ARTICLE I\n                                   DEFINITIONS\n\n\n
\nSECTION                                                                        Page\n      \n                                                                  \n\n\nDefinitions                                                                     1\n\n                                   ARTICLE II\n                      SALE AND DELIVERY OF MORTGAGE LOANS\n\n2.1      Offer                                                                  4\n2.2      Acceptance                                                             4\n2.3      Exclusions                                                             4\n2.4      Closing                                                                4\n2.5      Computation; Adjustment                                                5\n2.6      Refund of Premium                                                      5\n\n                                   ARTICLE III\n                GENERAL REPRESENTATIONS AND WARRANTIES OF SELLER\n\n3.1      Due Organization and Good Standing                                     6\n3.2      Authority and Capacity                                                 6\n3.3      Effective Agreement                                                    6\n3.4      Compliance with Contracts and Regulations                              6\n3.5      Sale Treatment                                                         6\n3.6      Litigation; Compliance with Laws                                       6\n3.7      Statements Made                                                        7\n3.8      Bulk Sales                                                             7\n3.9      Compliance                                                             7\n3.10     Agency Approvals                                                       7\n3.11     Financial Statements                                                   7\n\n                                   ARTICLE IV\n      REPRESENTATIONS AND WARRANTIES OF SELLER RELATING TO MORTGAGE LOANS\n\n4.1      Origination of Mortgage Loans                                          8\n4.2      Information                                                            8\n4.3      Mortgage File                                                          8\n4.4      Ownership of Mortgage Loans                                            8\n4.5      Compliance with Applicable Law                                         8\n4.6      Right of Rescission                                                    8\n4.7      Enforceability; No Setoff                                              8\n4.8      Enforceable Provisions                                                 8\n4.9      Lien Priority                                                          9\n<\/c><\/c><\/s><\/caption><\/table>\n\n                                        i\n\n\n   3\n\n\n\n
\nSECTION                                                                        Page\n      \n                                                                  \n\n\n4.10     Assignment of Mortgage                                                 9\n4.11     No Modifications                                                       9\n4.12     Mortgage In Effect                                                     9\n4.13     No Default                                                             9\n4.14     Trustee                                                                9\n4.15     Title Insurance                                                        9\n4.16     Hazard and Flood Insurance                                             10\n4.17     Appraisals                                                             10\n4.18     No Condemnation                                                        10\n4.19     Property Condition                                                     10\n4.20     Senior Lienholders                                                     10\n4.21     Proceeds Disbursed                                                     10\n4.22     Mechanic's Liens                                                       10\n4.23     No Accrued Liabilities                                                 11\n4.24     No Adverse Selection                                                   11\n4.25     Acceptable Investment                                                  11\n4.26     Environmental Conditions                                               11\n4.27     Fraud                                                                  11\n4.28     Reverse Mortgages                                                      11\n4.29     Qualified Originator                                                   11\n\n                                    ARTICLE V\n                  REPRESENTATIONS AND WARRANTIES OF PURCHASER\n\n5.1      Due Organization and Good Standing                                     12\n5.2      Authority and Capacity                                                 12\n5.3      Effective Agreement                                                    12\n5.4      Litigation                                                             12\n5.5      Consent                                                                12\n5.6      Agency Approval                                                        12\n\n                                   ARTICLE VI\n                                    COVENANTS\n\n6.1      Further Assurances and Corrective Instruments                          13\n6.2      Transfer of Insurance                                                  13\n6.3      Insurance Prepayment                                                   13\n6.4      Post-closing Payments                                                  13\n6.5      No Solicitation                                                        13\n6.6      Use of Name                                                            13\n6.7      Limited Power of Attorney                                              13\n6.8      Public Announcement                                                    14\n6.9      Certain Notifications                                                  14\n6.10     Post-closing Reporting                                                 14\n6.11     Ongoing Due Diligence Review                                           15\n<\/c><\/c><\/s><\/caption><\/table>\n\n                                       ii\n\n\n   4\n\n\n\n
\nSECTION                                                                        Page\n      \n                                                                  \n\n\n\n                                   ARTICLE VII\n                CONDITIONS PRECEDENT TO OBLIGATIONS OF PURCHASER\n\n7.1      Representations                                                        16\n7.2      Compliance with this Agreement                                         16\n7.3      Documentation and Files; Compliance                                    16\n7.4      Corporate Resolution                                                   16\n7.5      Opinion                                                                16\n7.6      Officer's Certificate                                                  16\n7.7      Material Adverse Change                                                16\n\n                                  ARTICLE VIII\n                                    REMEDIES\n\n8.1      Indemnification by Seller                                              17\n8.2      Repurchase                                                             17\n8.3      Indemnification by Purchaser                                           18\n8.4      Notice of Claim                                                        18\n8.5      Limitation of Liability                                                18\n\n                                   ARTICLE IX\n                                  TERMINATION\n\n9.1      Termination without Cause                                              19\n9.1      Termination without Cause                                              19\n9.3      Seller's Termination for Cause                                         19\n9.4      Effect of Termination                                                  20\n9.5      Survival of Obligations and Covenants                                  20\n\n                                    ARTICLE X\n                                  MISCELLANEOUS\n\n10.1     Costs and Expenses                                                     21\n10.2     Confidentiality of Information                                         21\n10.3     Broker's Fees                                                          21\n10.4     Survival                                                               21\n10.5     Notices                                                                21\n10.6     Applicable Law                                                         22\n10.7     Jurisdiction and Venue                                                 22\n10.8     Integration                                                            22\n10.9     Modification                                                           22\n10.10    Third Party Beneficiaries                                              22\n10.11    Construction                                                           22\n10.12    Captions                                                               22\n10.13    Counterparts                                                           22\n<\/c><\/c><\/s><\/caption><\/table>\n\n\n                                       iii\n\n\n   5\n\n\n\n
\nSECTION                                                                        Page\n      \n                                                                  \n\n\n10.14    Attorneys' Fees                                                        23\n10.15    Binding Effect and Assignment                                          23\n10.16    Incorporation of Exhibits                                              23\n\nEXHIBITS\n--------\n\nEXHIBIT A      Mortgage Loan Schedule\nEXHIBIT B      Contents of Mortgage File\nEXHIBIT C      Purchaser's Guidelines\nEXHIBIT D      Form of Corporate Resolution\nEXHIBIT E      Form of Opinion of Counsel\nEXHIBIT F      Form of Officer's Certificate\nEXHIBIT G      GMAC Mortgage Servicing Released Delivery Transmittal\n<\/c><\/c><\/s><\/caption><\/table>\n\n                                       iv\n\n\n   6\n\n\n                  GMAC MORTGAGE CORPORATION SELLER'S AGREEMENT\n                        (MORTGAGE LOANS - FLOW DELIVERY)\n\n        GMAC MORTGAGE CORPORATION SELLER'S AGREEMENT (the \"Agreement\"), dated as\nof June 29, 1998 by and between E-LOAN, INC. (\"Seller\"), a Massachusetts\ncorporation with its principal office located at 6200 Village Parkway, Suite\n102, Dublin, CA 94568 and GMAC MORTGAGE CORPORATION (\"Purchaser\"), a\nPennsylvania corporation with its principal office located at 100 Witmer Road,\nHorsham, Pennsylvania 19044.\n\n                                    RECITALS\n\n        1. Seller is engaged in the origination and sale of Mortgage Loans (as\nhereinafter defined); and\n\n        2. Seller desires to sell on a servicing-released basis, from time to\ntime, and Purchaser desires to purchase, from time to time, all right, title,\nand interest in and to Mortgage Loans originated by Seller in accordance with\nthe terms and conditions of this Agreement. This Agreement shall apply to every\nsale transaction and transfer between Purchaser and Seller with respect to\nMortgage Loans, except as otherwise agreed by the parties.\n\n        NOW, THEREFORE, in consideration of the mutual promises contained herein\nand for other good and valuable consideration the receipt and sufficiency of\nwhich are hereby acknowledged, the parties hereto hereby agree as follows:\n\n                                    ARTICLE I\n\n                                   DEFINITIONS\n\n        All words or phrases defined in this Article I (except as herein\notherwise expressly provided or unless the context otherwise requires) shall,\nfor the purposes of this Agreement, have the respective meanings specified in\nthis Article.\n\n        1.1 AFFILIATE means with respect to any party hereto, any person or\nentity which controls, is controlled by, or is under common control with, such\nparty.\n\n        1.2 AGENCIES means The Federal National Mortgage Association and The\nFederal Home Loan Mortgage Corporation, The Department of Housing and Urban\nDevelopment, and the Government National Mortgage Association or any successor\norganizations thereto.\n\n        1.3 AGREEMENT means this GMAC Mortgage Corporation Seller's Agreement\nand all exhibits, schedules, amendments and supplements attached hereto, and any\nwritten amendments or modifications hereto signed by both Seller and Purchaser.\n\n\n   7\n\n\n\n\n        1.4 APPLICABLE LAW means all applicable federal, state and local legal\nand regulatory requirements (including statutes, rules, regulations and\nordinances), all other requirements and guidelines of each governmental agency,\nboard, commission, instrumentality and other governmental body or officer having\njurisdiction, and all applicable judicial and administrative judgments, orders,\nstipulations, awards, writs and injunctions. Applicable Law includes without\nlimitation applicable provisions of the Equal Credit Opportunity Act, the\nTruth-in-Lending Act, the Real Estate Settlement Procedures Act, the Flood\nDisaster Protection Act, the Fair Credit Reporting Act, the Fair Housing Act,\nthe Home Mortgage Disclosure Act and regulations promulgated with respect\nthereto.\n\n        1.5 ASSIGNMENT OF MORTGAGE means an assignment of all of Seller's right,\ntitle and interest in and to a Mortgage, in a form acceptable to Purchaser, to\nbe executed by Seller in connection with each Mortgage Loan purchased hereunder.\n\n        1.6 BUSINESS DAY means a day of the week other than Saturday, Sunday, or\na day which is a legal holiday in the Commonwealth of Pennsylvania, or the State\nof Florida.\n\n        1.7 CLOSING DATE means, with respect to each purchase of Mortgage Loans\nhereunder, the date on which such purchase shall occur and the applicable\nPurchase Price shall be paid, all as specified in the related Confirmation.\n\n        1.8 CONFIRMATION means a written confirmation letter delivered by\nPurchaser to Seller which shall provide, with respect to a purchase of Mortgage\nLoans hereunder, a Mortgage Loan Schedule, the Purchase Price to be paid by\nPurchaser for each Eligible Mortgage Loan to be purchased, additional terms and\nconditions pertaining to the purchase of Eligible Mortgage\nLoans, and the scheduled Closing Date.\n\n        1.9 CUTOFF DATE means, with respect to a purchase of Mortgage Loans, the\ndate on which on which the unpaid principal balance of such Mortgage Loans shall\nbe fixed for the purpose of calculating the Purchase Price, all as specified in\nthe related Confirmation.\n\n        1.10 DEFECT means a determination by Purchaser, in its sole judgment,\nthat with respect to a Mortgage Loan (a) any representation or warranty made by\nSeller herein is untrue or incorrect in any respect; (b) Seller has failed to\ncomply with any covenant herein contained; (c) any document constituting a part\nof the Mortgage Loan Documents is defective, inaccurate or incomplete in any\nrespect, and\/or (d) any closing document shall not be valid and binding.\n\n        1.11 ELIGIBLE MORTGAGE LOAN means a Mortgage Loan which complies, in all\nmaterial respects, with Purchaser's Guidelines.\n\n        1.12 MORTGAGE means a valid and enforceable mortgage, deed of trust, or\nother security instrument creating a first or second lien, as the case may be,\nupon described real property improved by a one-to-four family dwelling which\nsecures a Mortgage Note.\n\n        1.13 MORTGAGE FILE means the Mortgage Loan Documents, records and other\nitems referred to in Exhibit B attached hereto pertaining to a particular\nMortgage Loan. Except to the extent required by Applicable Law, the Mortgage\nFile may be retained in microfilm, microfiche, optical storage or magnetic media\nin lieu of hard copy.\n\n        1.14 MORTGAGE LOAN means an individual mortgage loan or home equity line\nof credit originated by Seller which is secured by an interest in residential (1\nto 4 family) real estate, and which is the subject of a purchase under this\nAgreement.\n\n                                        2\n\n\n   8\n\n\n        1.15 MORTGAGE LOAN DOCUMENTS means the Mortgage Notes, Mortgages and all\naccompanying instruments, insurance policies, if applicable, evidence of\ncompliance with Applicable Law, and other writings that document, evidence or\nrelate to the Mortgage Loans purchased hereunder which include, without\nlimitation, all documents required to be delivered by Seller to Purchaser\npursuant to the terms of this Agreement, the related Confirmation and\nPurchaser's Guidelines.\n\n        1.16 MORTGAGE NOTE means a written promise by a Mortgagor to pay a sum\nof money at a stated interest rate during a specified term that evidences a\nMortgage Loan.\n\n        1.17 MORTGAGE LOAN SCHEDULE means a list of Mortgage Loans to be\npurchased by Purchaser, as may be supplemented or amended from time to time, the\nform of which is attached hereto as Exhibit A.\n\n        1.18 MORTGAGED PROPERTY means the real property and improvements subject\nto a Mortgage, constituting security for repayment of the debt evidenced by the\nrelated Mortgage Note.\n\n        1.19 MORTGAGOR means the Mortgagor on a Mortgage Note.\n\n        1.20 PURCHASE PRICE means the purchase price to be paid with respect to\na Mortgage Loan, which shall be calculated, as of the related Closing Date, as\nthe sum of (a) the unpaid principal balance of the Mortgage Loan as of the\nCutoff Date, (b) any accrued and unpaid interest thereon, and (c) any purchase\npremium or discount which shall be specified in the related Confirmation.\n\n        1.21 PURCHASER'S GUIDELINES means the Purchaser's written guidelines\nattached as Exhibit C hereto with respect to loan terms, minimum loan amount,\nunderwriting criteria, sale criteria, and other matters relating to the\neligibility of loans for purchase by Purchaser, which shall include without\nlimitation applicable requirements of the Agencies, and which may be\nsupplemented or amended in writing from time to time.\n\n        1.22 REPURCHASE PRICE means the sum of (a) the unpaid principal balance\nof a Mortgage Loan as of the date of repurchase, (b) all accrued and unpaid\ninterest thereon calculated at the Mortgage Note rate through the last day of\nthe month of repurchase, (c) any and all costs and expenses incurred by\nPurchaser with respect to such Mortgage Loan, including without limitation\nreasonable attorneys' fees and expenses incurred by Purchaser to secure a\npriority lien position with respect to the Mortgage Loan, and (d) any premium\npaid by Purchaser as part of the Purchase Price for such Mortgage Loan.\n\n        1.23 WIRE TRANSFER means (a) a bank wire transfer of immediately\navailable funds or (b) an ACH transaction resulting in availability of funds on\nthe same date as would have been the case had a bank wire transfer of\nimmediately available funds been employed.\n\n                                        3\n\n\n   9\n\n\n\n                                   ARTICLE II\n\n                       SALE AND DELIVERY OF MORTGAGE LOANS\n\n        2.1 OFFER. From time to time during the term of this Agreement, Seller\nshall submit, for Purchaser's review and approval, (a) an offer to sell mortgage\nloans having a specified aggregate unpaid principal balance on a\nservicing-released basis under the terms of this Agreement, or (b) a proposed\nMortgage Loan Schedule containing information concerning one or more mortgage\nloans offered by Seller for sale on a servicing-released basis under the terms\nof this Agreement. Such information shall be furnished in accordance with the\nrequirements of Purchaser's Guidelines and in a format acceptable to Purchaser.\n\n        2.2 ACCEPTANCE. Upon receipt and review of any proposed Mortgage Loan\nSchedule, and any related information requested by Purchaser, Purchaser shall,\nin its absolute and sole discretion, approve or decline each loan for purchase.\nWithin a mutually agreeable period of time, Purchaser shall issue a Confirmation\nwith respect to the Eligible Mortgage Loans to be purchased by Purchaser, which\nshall include, without limitation, a preliminary Mortgage Loan Schedule which\nshall identify such Eligible Mortgage Loans, the Purchase Price to be paid for\neach Eligible Mortgage Loan, Purchaser's delivery requirements, and the\nscheduled Closing Date. The Confirmation shall also provide for liquidated\ndamages in the event that Seller should fail to deliver the required Mortgage\nLoans. Only loans which are Eligible Mortgage Loans shall be accepted for\npurchase by Purchaser. When executed by both parties, the Confirmation shall\nconstitute an acceptance of Seller's offer, and shall be incorporated herein and\nmade part of this Agreement. Notwithstanding anything to the contrary contained\nin this Agreement, in the absence of a binding Confirmation issued by Purchaser\nwith respect to an Eligible Mortgage Loan and accepted by Seller in a timely\nfashion, Purchaser shall have no obligation to purchase any loan offered by\nSeller.\n\n        2.3 EXCLUSIONS. At any time prior to the Closing Date, either Seller or\nPurchaser shall have the right to exclude from the related sale transaction any\nloan subject to a Confirmation, in the event that either party should determine\nthat such loan will not be an Eligible Mortgage Loan as of the related Closing\nDate.\n\n        2.4    CLOSING. On each Closing Date hereunder:\n\n        (a) No later than two (2) Business Days prior to such Closing Date,\nSeller shall deliver to Purchaser a final Mortgage Loan Schedule acceptable to\nPurchaser, and, with respect to each Mortgage Loan, and the related Mortgage\nLoan Documents specified in Exhibit B hereto, including a duly executed\nAssignment of Mortgage, Seller shall pay all costs of preparing and furnishing\nto Purchaser all Mortgage Files, including original or certified copies of the\nrespective Mortgage Loan Documents and the Assignments of Mortgage.\n\n        (b) Subject to, and upon the terms and conditions of, this Agreement,\nSeller shall sell, transfer, assign, transfer, convey and deliver to Purchaser,\nand Purchaser shall purchase, all right, title and interest in and to the\nMortgage Loans.\n\n        (c) The Purchaser shall deposit funds in an amount equal to the Purchase\nPrice by Wire Transfer, (i) in accordance with the terms of any bailee letter\ndelivered to Purchaser by Seller, (ii) in the\n\n                                        4\n\n\n   10\n\n\nabsence of any such bailee letter, to a bank account to be designated in writing\nby Seller, or (iii) as otherwise agreed upon in writing by the parties.\n\n        (d) Upon payment of the Purchase Price, title to the Mortgage Loans,\nMortgage Loan Documents, and all rights, benefits, collateral, payments,\nrecoveries, proceeds and obligations arising from or in connection with the\nMortgage Loans shall vest in Purchaser.\n\n        2.5    COMPUTATION; ADJUSTMENT. It is understood and agreed that:\n\n        (a) All wiring instructions and Purchase Price information necessary to\neffect payment of the Purchase Price shall be provided to Purchaser at least two\nBusiness Days prior to the date of payment.\n\n        (b) If the principal balance of any of the Mortgage Loans used in\ncomputing the payment of the Purchase Price shall be found to be incorrectly\ncomputed, the Purchase Price shall be promptly and appropriately adjusted and\npayment promptly made by the appropriate party.\n\n        2.6 REFUND OF PREMIUM. In the event that a purchase premium is paid by\nthe Purchaser to the Seller with respect to a Mortgage Loan and such Mortgage\nLoan is prepaid in full, within a six month period following the related Closing\nDate, by the related Mortgagor, other than through refinancing by Purchaser or\nany Affiliate of Purchaser, Seller shall, upon demand by Purchaser, refund to\nPurchaser such purchase premium.\n\n                                        5\n\n\n   11\n\n\n                                   ARTICLE III\n\n                GENERAL REPRESENTATIONS AND WARRANTIES OF SELLER\n\n        As an inducement to Purchaser to enter into this Agreement, Seller\nrepresents and warrants as follows, as of each Closing Date:\n\n        3.1 DUE ORGANIZATION AND GOOD STANDING. Seller is a corporation validly\nexisting and in good standing under the laws of the state of its incorporation\nduring the time of its activities with respect to the Mortgage Loans. To the\nextent required by Applicable Law, Seller is properly licensed and qualified to\ntransact business in all appropriate jurisdictions and to conduct all activities\nperformed with respect to the origination of the Mortgage Loans.\n\n        3.2 AUTHORITY AND CAPACITY. Seller has all requisite corporate power,\nauthority and capacity to enter into this Agreement and to perform the\nobligations required of it hereunder. The execution and delivery of this\nAgreement and the consummation of the transactions contemplated hereby have each\nbeen duly and validly authorized by all necessary corporate action. This\nAgreement constitutes the valid and legally binding agreement of Seller\nenforceable in accordance with its terms, subject to bankruptcy laws and other\nsimilar laws of general application affecting rights of creditors and subject to\nthe application of the rules of equity, including those respecting the\navailability of specific performance.\n\n        3.3 EFFECTIVE AGREEMENT. The execution, delivery and performance of this\nAgreement by Seller, its compliance with the terms hereof and consummation of\nthe transactions contemplated hereby (assuming receipt of the various consents\nrequired pursuant to this Agreement) will not violate, conflict with, result in\na breach of, constitute a default under, be prohibited by or require any\nadditional approval under its certificate of incorporation, bylaws, or any\ninstrument or agreement to which it is a party or by which it is bound or which\naffects the Mortgage Loan, or under Applicable Law.\n\n        3.4 COMPLIANCE WITH CONTRACTS AND REGULATIONS. Prior to each Closing\nDate, Seller will have complied with all material obligations under all\ncontracts to which it was a party, and under Applicable Law, to the extent that\nsuch obligations might affect any of the Mortgage Loans being purchased by\nPurchaser hereunder. Seller has done and Seller will do, no act or thing which\nmay adversely affect the Mortgage Loans.\n\n        3.5 SALE TREATMENT. The sale of each Mortgage Loan shall be reflected on\nSeller's balance sheet and other financial statements as a sale of assets by\nSeller, Seller will not take any action or omit to take any action which would\ncause the transfer of the Mortgage Loans to Purchaser to be treated as anything\nother than a sale to Purchaser of all of Seller's right, title and interest in\nand to each Mortgage Loan.\n\n        3.6 LITIGATION; COMPLIANCE WITH LAWS. There is no litigation, proceeding\nor governmental investigation pending, or any order, injunction or decree\noutstanding which might materially affect any of the Mortgage Loans.\nAdditionally, there is no litigation, proceeding or governmental investigation\nexisting or pending or, to the knowledge of Seller threatened, or any order,\ninjunction or decree outstanding against or relating to Seller, that has not\nbeen disclosed by Seller to Purchaser or its counsel in writing prior to the\nexecution of this Agreement, which could have a material adverse effect upon the\nMortgage Loans, nor does Seller know of any basis for any such litigation,\nproceeding, or governmental investigation. Seller has not violated any\napplicable law, regulation, ordinance, order, injunction or decree, or any other\nrequirement\n\n                                        6\n\n\n   12\n\n\n\nof any governmental body or court, which may materially affect any of the\nMortgage Loans or the Servicing.\n\n        3.7 STATEMENTS MADE. No representation, warranty or written statement\nmade by Seller in this Agreement or in any exhibit, schedule, written statement\nor certificate furnished to Purchaser in connection with the transactions\ncontemplated hereby by Seller contains or will contain any untrue statement of a\nmaterial fact or omits to state a material fact necessary to make the statements\ncontained herein or therein not misleading.\n\n        3.8 BULK SALES. The transfer, assignment and conveyance of Mortgage\nLoans by Seller pursuant to this Agreement are in the ordinary course of\nSellers' business and are not subject to the bulk transfer or any similar\nstatutory provisions in effect in any applicable jurisdiction. Seller is not\ntransferring the Mortgage Loans with an actual intent to hinder, delay or\ndefraud any of its creditors. Seller is solvent and will not be rendered\ninsolvent by the sale of any Mortgage Loans.\n\n        3.9 COMPLIANCE. The sale, transfer, assignment and conveyance of the\nMortgage Loans by Seller to Purchaser pursuant to this Agreement does not and\nshall not violate Applicable\nLaw or the terms of any license held by Seller.\n\n        3.10 AGENCY APPROVAL. Seller is an approved seller\/servicer for either\none or both of the Agencies in good standing and is a mortgagee approved by the\nSecretary of the U.S. Department of Housing and Urban Development pursuant to\nSection 203 of the National Housing\nAct.\n\n        3.11 FINANCIAL STATEMENTS. Seller's financial statements furnished to\nPurchaser were prepared in accordance with generally accepted accounting\nprinciples consistently applied, and fully and fairly represent the financial\ncondition of Seller as of the respective dates thereof, and the results of\noperations for the respective periods indicated therein, and there has been no\nmaterial adverse change in the financial condition or business of Seller since\nthe date of the last of such financial statements.\n\n                                        7\n\n\n   13\n\n\n                                   ARTICLE IV\n\n       REPRESENTATIONS AND WARRANTIES OF SELLER RELATING TO MORTGAGE LOANS\n\n        As further inducement to Purchaser to enter into this Agreement, Seller\nrepresents and warrants to Purchaser as of each Closing Date, with respect to\neach Mortgage Loan sold and transferred to Purchaser thereon, as follows:\n\n        4.1 ORIGINATION OF MORTGAGE LOANS. Except as disclosed in writing to\nPurchaser and accepted by Purchaser prior to the Closing Date, each Mortgage\nLoan has been originated in accordance with applicable Purchaser's Guidelines\nand the terms and conditions of the applicable Confirmation.\n\n        4.2 INFORMATION. All information set forth as to each Mortgage Loan in\neach Mortgage Loan Schedule, is true and correct as of the date thereof. All\nother information furnished to Purchaser in writing by Seller with respect to\nthe Mortgage Loan is true and correct.\n\n        4.3 MORTGAGE FILE. For each Mortgage Loan, the related Mortgage File\ncontains each of the documents and instruments specified to be included therein.\n\n        4.4 OWNERSHIP OF MORTGAGE LOANS. Except with respect to the liens of\ncertain warehouse lenders, as identified in Schedule 4.4 hereto, (a) Seller is\nthe sole owner of the Mortgage Loan and has good and marketable title thereto,\nand has the right to assign, sell and transfer the Mortgage Loan to Purchaser\nfree and clear of any encumbrance, lien, pledge, charge, claim or security\ninterest, and (b) Seller has not sold, assigned or otherwise transferred any\nright or interest in or to the Mortgage Loan and has not pledged the Mortgage\nLoan as collateral for any debt or other purpose.\n\n        4.5 COMPLIANCE WITH APPLICABLE LAW. Each Mortgage Loan has been\noriginated and, where applicable, serviced, in accordance with Applicable Law.\nEach Mortgage Loan meets or its exempt from Applicable Law and\/or other\nrequirements pertaining to usury, and the Mortgage Loan is not usurious. The\nforms of the related Mortgage Note, Mortgage, and other Mortgage Loan Documents\nare acceptable to the Agencies and comply with Applicable Law. The originator of\neach Mortgage Loan, whether Seller or any other entity, was duly licensed to\nparticipate in the making of such loan to the extent required by Applicable Law.\n\n        4.6 RIGHT OF RESCISSION. Any applicable period during which the\nMortgagor may rescind the Mortgage Loan has expired.\n\n        4.7 ENFORCEABILITY; NO SETOFF. All parties to each Mortgage Note and\nMortgage had legal capacity to enter into the respective Mortgage Loan and to\nexecute and deliver the Mortgage Note and the Mortgage, and no Mortgagor has\nbeen released in whole or in part from any liability under the Mortgage Note.\nThe Mortgage Note and the Mortgage have been duly and properly executed and\ndelivered by such parties, and are in every respect genuine and each is the\nlegal, valid and binding obligation of the maker thereof and is not subject to\nany discount, allowance, setoff, counterclaim, presently pending bankruptcy, or\nother defenses.\n\n        4.8 ENFORCEABLE PROVISIONS. The Mortgage Note and Mortgage contain\ncustomary, valid, legal and enforceable provisions such as to render the rights\nand remedies of the holder thereof adequate for the realization against the\nmortgage property of the benefits of the security created thereby. The Mortgage\nNote and Mortgage contain a provision for the acceleration of the payment of the\nunpaid\n\n                                        8\n\n\n   14\n\n\n\n\nprincipal balance of the Mortgage Loan in the event that the related real\nproperty is sold without the prior consent of the mortgage thereunder.\n\n        4.9 LIEN PRIORITY. Each Mortgage Loan is secured by a valid, enforceable\nMortgage lien, of the agreed-upon priority, on the fee simple title to the\nrelated real property, and the Mortgage has been duly and properly filed,\nrecorded or otherwise perfected in accordance with Applicable Law in order to\ngive constructive notice thereof to all subsequent purchasers or encumbrances of\nthe Mortgaged Property.\n\n        4.10 ASSIGNMENT OF MORTGAGE. Each Assignment of Mortgage is in\nrecordable form and is acceptable for recording under Applicable Law. The\nendorsement of each Mortgage Note and the delivery to Purchaser of the original\nendorsed Mortgage Note and of the related Assignment of Mortgage are sufficient\nto permit Purchaser to avail itself of all protection available under Applicable\nLaw against the claims of any present of future creditors of Seller, and are\nsufficient to prevent any other sale, transfer, assignment, pledge or\nhypothecation of the Mortgage and the Mortgage Note by the Seller from being\nenforceable.\n\n        4.11 NO MODIFICATION. The terms, covenants and conditions of each\nMortgage Loan have not been waived, altered, impaired or modified in any\nrespect. The monthly payments of each Mortgage Loan, whether fixed or adjusted\nfrom time to time under the terms of the Note, are sufficient to amortize the\noriginal principal balance over the original term and to pay\ninterest in arrears at the interest rate on the Note.\n\n        4.12 MORTGAGE IN EFFECT. The Mortgage securing any Mortgage Loan has not\nbeen satisfied, released, canceled, deferred or subordinated, in whole or in\npart, and the Real Property has not been released from the lien of the Mortgage,\nin whole or in part, nor has any instrument been executed that would affect any\nsatisfaction, release, cancellation, subordination, deferral or rescission.\n\n        4.13 NO DEFAULT. All payments required under the terms of the Mortgage\nNote to have been made up to the Closing Date have been made. There is no\ndefault, breach, violation or event of acceleration existing under the terms and\ncovenants of each Mortgage Loan nor has any event occurred which, upon the\ngiving of notice or the lapse of time, or both, would constitute a default,\nbreach, violation or event of acceleration, nor has Seller waived any of the\nforegoing. All requirements set forth in the Mortgage Loan Documents and all\nrequirements of any applicable Laws have been fully met and complied with. All\ncosts, fees and expenses incurred in making, closing and recording each Mortgage\nLoan have been paid and all proceeds of each Mortgage Loan have been fully\ndisbursed and received by, or for the benefit of, the Mortgagor. There is no\nrequirement or obligation for future advances under each Mortgage Loan. There is\nnot outstanding any advance of funds by Seller to or on behalf of the Mortgagor\nto be used by the Mortgagor for the payment on any monthly installment,\nprincipal, interest or other charges payable under any Mortgage Loan.\n\n        4.14 TRUSTEE. If the Mortgage is a deed of trust, a trustee, duly\nqualified under Applicable Law to serve as such, has been properly designated\nand currently so serves and is named in the Mortgage, and no fees or expenses\nare or will become payable by Purchaser to such trustee, except in connection\nwith a trustee's sale after default by the related Mortgagor.\n\n        4.15 TITLE INSURANCE. Seller holds a title insurance policy issued by a\ntitle insurer reasonably acceptable to Purchaser and qualified to do business in\nthe jurisdiction where the Mortgaged Property is located insuring the Mortgage\nto be a lien of the agreed-upon priority upon the Mortgaged Property therein\ndescribed (except for agreed-upon senior mortgages, the lien of current real\nproperty taxes and\n\n                                        9\n\n\n   15\n\n\n\n\nassessments not yet due and payable, other matters to which like properties are\ncommonly subject, and standard printed policy exceptions) having a liability\nlimit at least as great as the unpaid principal balance of the Mortgage Loan and\nnaming Seller and\/or its successors and\/or assigns as loss payee.\n\n        4.16 HAZARD AND FLOOD INSURANCE. The Mortgaged Property is insured\nagainst loss by fire or other casualty under a standard hazard and casualty\ninsurance policy (including fire and extended coverage and other matters as are\ncustomary in the area of the Mortgaged Property) with a standard mortgagee\nclause naming Seller as loss payee \"and\/or its successors or assignees as their\ninterests may appear.\" The insurance policy must be for an amount not less than\nthe full replacement cost of the Mortgaged Property, and must be issued by an\ninsurer reasonably acceptable to Purchaser and qualified to do business in the\njurisdiction where the Mortgaged Property is located. The insurance policy must\nbe in a form such that it may be endorsed to Purchaser as loss payee as required\nhereunder, and there are no facts or circumstances which could provide a basis\nfor revocation of any policies or defense to any claims made thereon. With\nrespect to any Mortgage Loan secured by Mortgaged Property located in a\nfederally designated flood hazard area, as identified by the Federal Emergency\nManagement Agency, such Mortgaged Property is insured by a flood insurance\npolicy which complies with Applicable Law, and where applicable provisions of\nthis Section 4.16 pertaining to hazard and casualty insurance policies.\n\n        4.17 APPRAISALS. All real estate appraisals made in connection with the\nMortgage Loan have been performed in accordance in all material respects with\nindustry standards in the appraising industry in the area where the appraised\nproperty is located, and are completed\non forms acceptable to the Agencies.\n\n        4.18 NO CONDEMNATION. There is pending no proceeding for total or\npartial condemnation of the Mortgaged Property or any part thereof and the\nMortgaged Property is free of material damage. No improvement encumbered by the\nMortgage Loan is in violation of any applicable zoning law or regulation,\nbuilding code or any valid restrictive or protective covenant or setback line.\nNo improvement on the Mortgaged Property is a mobile home or manufactured home\nunless specifically approved by Purchaser in writing prior to purchase.\n\n        4.19 PROPERTY CONDITION. The Mortgaged Property is free of material\ndamage and waste and is in good repair.\n\n        4.20 SENIOR LIENHOLDERS. Where required or customary in the jurisdiction\nin which the Mortgaged Property is located, Seller has filed for record a\nrequest for notice of any action by a senior lienholder under a senior lien, and\nSeller has notified any senior lienholder in writing of the existence of the\nMortgage Loan and requested notification of any action to be taken against the\nMortgagor by the senior lienholder. Seller shall, upon request of Purchaser,\ncooperate in recording a new request for action in favor of Purchaser and in\nproviding senior lienholders with written requests for notification to Purchaser\nof actions against the Mortgagor.\n\n        4.21 PROCEEDS DISBURSED. The proceeds of the Mortgage Loan, including\nany escrows of such proceeds, have been fully disbursed, and any and all\nrequirements as to completion of on-site and off-site improvements and\ndisbursements of any escrow funds therefor have been\ncomplied with.\n\n        4.22 MECHANIC'S LIENS. There are no mechanic's liens or similar liens or\nclaims which have been filed for work, labor or material affecting the Mortgaged\nProperty which are or may be liens prior to or equal with the lien of the\nMortgage.\n\n                                       10\n\n\n   16\n\n\n\n\n        4.23 NO ACCRUED LIABILITIES. There are and shall be no accrued\nliabilities, including any recording fees, of Seller with respect to the\nMortgage Loans, or circumstances which occurred prior to the Closing Date, which\ncould result in such accrued liabilities being asserted against Purchaser as\nsuccessor to Seller.\n\n        4.24 NO ADVERSE SELECTION. Seller did not use any adverse selection\nprocedures in selecting the Mortgage Loans from among the outstanding loans in\nSeller's portfolio.\n\n        4.25 ACCEPTABLE INVESTMENT. Except as disclosed to Purchaser in writing\nand as accepted by Purchaser, Seller has no knowledge of any circumstances or\nconditions with respect to any Mortgage Loan, the relative Mortgage, real\nproperty, Mortgagor, or Mortgagor's credit standing that can be reasonably\nexpected to cause the Agencies or prudent private investors in the secondary\nmarket to regard the Mortgage Loan as an unacceptable investment, increase the\nlikelihood that the Mortgage Loan will become delinquent, or adversely affect\nthe value or marketability of the Mortgage Loan.\n\n        4.26 ENVIRONMENTAL CONDITIONS. Seller has not been advised, has received\nno notice or report of, and has no knowledge that, any hazardous or toxic\nmaterials, wastes, products regulated by Applicable Law, asbestos or asbestos\nproducts or material, polychlorinated biphenyls or urea formaldehyde insulation\nhave been used or employed in the construction, use or maintenance of the\nMortgaged Property or have ever been stored, treated at, or disposed of on the\nMortgaged Property, or that there has occurred or that any person or entity has\nalleged that there has occurred upon the Mortgaged Property any spillage,\nleakage, discharge or release into the air, soil or groundwater of any hazardous\nmaterial or regulated wastes.\n\n        4.27 FRAUD. No fraud has taken place on the part of the Seller, any\nAffiliate of the Seller, or any third-party originator in connection with the\norigination of any Mortgage\nLoan.\n\n        4.28 REVERSE MORTGAGES. None of the Mortgage Loans are reverse mortgage\nloans.\n\n        4.29 QUALIFIED ORIGINATOR. Each Mortgage Loan was originated by the\nSeller or, as identified on the Mortgage Loan Schedule, by a third-party\noriginator possessing all necessary licenses, qualifications and approvals for\nthe origination of mortgage loans in the jurisdiction in which the related\nMortgaged Property is located.\n\n                                       11\n\n\n   17\n\n\n\n\n                                    ARTICLE V\n\n                   REPRESENTATIONS AND WARRANTIES OF PURCHASER\n\n        As an inducement to Seller to enter into this Agreement, Purchaser\nrepresents and warrants as follows, as of each Closing Date:\n\n        5.1 DUE ORGANIZATION AND GOOD STANDING. Purchaser is a corporation\nvalidly existing and in good standing under the laws of the state of its\nincorporation. To the extent required by Applicable Law, Purchaser is properly\nlicensed and qualified to transact\nbusiness in all appropriate jurisdictions.\n\n        5.2 AUTHORITY AND CAPACITY. Purchaser has all requisite corporate power,\nauthority and capacity to enter into this Agreement and to perform the\nobligations required of it hereunder. The execution and delivery of this\nAgreement and the consummation of the transactions contemplated hereby have each\nbeen duly and validly authorized by all necessary corporate action. This\nAgreement constitutes the valid and legally binding agreement of the Purchaser\nenforceable in accordance with its terms, subject to bankruptcy laws and other\nsimilar laws of general application affecting rights of creditors and subject to\nthe application of the rules of equity, including those respecting the\navailability of specific performance.\n\n        5.3 EFFECTIVE AGREEMENT. The execution, delivery and performance of this\nAgreement by Purchaser, its compliance with the terms hereof and the\nconsummation of the transactions contemplated hereby will not violate, conflict\nwith, result in a breach of, constitute a default under, be prohibited by or\nrequire any additional approval under its certificate of incorporation, bylaws,\nor any instrument or agreement to which it is a party or by which it is bound.\n\n        5.4 LITIGATION. There is no action, suit or proceeding or investigation\npending, or to Purchaser's knowledge, threatened, against Purchaser that, if\ndetermined adversely to Purchaser, would adversely affect the sale of the\nMortgage Loans, the execution, delivery or\nenforceability of this Agreement.\n\n        5.5 CONSENT. No consent, approval, authorization or order of any court\nor governmental authority is required for the execution and delivery of this\nAgreement by Purchaser or for the performance by Purchaser of its obligations\nhereunder, other than such consent, approval, authorization or order as has been\nor will be obtained prior to each Closing Date.\n\n        5.6 AGENCY APPROVAL. Purchaser is an approved seller\/servicer for the\nAgencies in good standing and is a mortgagee approved by the Secretary of the\nU.S. Department of Housing and Urban Development pursuant to Section 203 of the\nNational Housing Act.\n\n                                       12\n\n\n   18\n\n\n\n\n                                   ARTICLE VI\n\n                                    COVENANTS\n\n        6.1 FURTHER ASSURANCES AND CORRECTIVE INSTRUMENTS. To the extent\npermitted by Applicable Law, Purchaser and Seller agree that they shall\ncooperate and assist each other, as reasonably requested, in carrying out the\nother's covenants, agreements, duties and responsibilities under this Agreement,\nand, in connection therewith, shall from time to time, execute, acknowledge and\ndeliver, or cause to be executed, acknowledged and delivered, such additional\ninstruments, assignments, endorsements, papers and documents as may reasonably\nbe required or appropriate to further express the intention, or to facilitate\nthe performance, of this Agreement during the term hereof.\n\n        6.2 TRANSFER OF INSURANCE. Seller shall advise any relevant insurance\ncarrier of the sale of each Mortgage Loan and shall effect an assignment to the\nPurchaser of the loss payee endorsement for hazard and flood insurance, any\ncredit life and disability insurance, and any and all other insurance respecting\nthe Mortgaged Property and\/or the improvements\nlocated thereon.\n\n        6.3 INSURANCE PREPAYMENT. Insurance refunds or credits of any kind\nwhatsoever shall be the sole responsibility of Seller in the event of prepayment\nof any Mortgage Loan, cancellation of insurance or any other event requiring\nrefunding or crediting of unearned insurance premiums. Upon Purchaser's demand,\nSeller shall pay to Purchaser, from Seller's own funds, any required insurance\npremium rebate resulting from the prepayment, cancellation, refinancing or other\ntermination of any Mortgage Loan. Upon any such payment and upon Seller's\nrequest, Purchaser shall assign to Seller any rights of Purchaser against the\nrelated insurer for any payment made to the Mortgagor.\n\n        6.4 POST-CLOSING PAYMENTS. All monies received by Seller after the\nClosing Date relating to any Mortgage Loan shall be promptly turned over to\nPurchaser, and until so remitted shall be held in trust for Purchaser and\nsegregated from all other assets of Seller.\n\n        6.5 NO SOLICITATION. Seller agrees that neither Seller nor any Affiliate\nof Seller shall use information derived from the origination and\/or sale of the\nMortgage Loans for the purpose of soliciting, or assisting in the solicitation,\ndirectly or indirectly, for any purpose including without limitation refinance,\nhome equity or insurance, any of the Mortgage Loans. Seller further agrees to\nuse its best efforts to cause any third-party originator of the Mortgage Loans\nto refrain from taking any action which is prohibited under this section with\nrespect to the Mortgage Loans and\/or Mortgagors. Seller shall not provide a\nlisting of Mortgagors to any third party. Nothing contained in this Section 6.6\nshall be construed to prohibit advertising or communications directed to the\ngeneral public. In the event that any Mortgagor contacts Seller with respect to\nany new loan to be secured by Mortgaged Property which secures a Mortgage Loan,\nSeller agrees that Purchaser shall have a right of first refusal with respect to\nthe purchase of such new loan.\n\n        6.6 USE OF NAME. Seller shall not engage in any form of advertising\nwhatsoever utilizing either the name of Purchaser or of any affiliate of\nPurchaser unless specifically authorized by Purchaser in writing to do so.\n\n        6.7 LIMITED POWER OF ATTORNEY. Seller hereby appoints Purchaser, its\nagents, employees, successors and assigns, the true and lawful attorney in fact\nof Seller with the full power of substitution for and in the place and stead of\nSeller on behalf and for the benefit of Purchaser, to demand and control\n\n                                       13\n\n\n   19\n\n\n\n\nany and all of the sums due on the Mortgage Loans, and to enforce any and all\nrights with respect thereto, and to endorse the name of Seller where Seller's\nname is designated as the payee upon any notes, collateral, security,\nacceptances, checks, drafts, money orders or other evidences of payment coming\ninto the hands of Purchaser in full or partial payment of any of the Mortgage\nLoans, and to make \"satisfied\" and to release or cause to be marked or release,\nall liens and securities related thereto, when and if Purchaser may reasonably\nso determine.\n\n        6.8 PUBLIC ANNOUNCEMENT. The timing and content of any press release or\nother public announcement relating to the transactions contemplated by this\nAgreement shall be subject to the approval of Seller and Purchaser.\n\n        6.9 CERTAIN NOTIFICATIONS.\n\n        (a) Seller shall promptly notify the Purchaser in writing of the\noccurrence of any event which will or could reasonably be expected to result in\nthe failure to satisfy any of the conditions to the obligations of Purchaser\nspecified in Article VII of the Agreement.\n\n        (b) Seller shall immediately notify Purchaser should there by any\nmaterial and\/or adverse change to Seller's financial condition, corporate\nstructure or senior management personnel, or to Seller's relationship with or\nauthority from any Agency. In addition, Seller shall immediately notify\nPurchaser of any threatened or pending lawsuit or of any threatened or pending\nadministrative, judicial, governmental or agency hearing or proceeding involving\nSeller or any of Seller's principals, the outcome of which may materially and\/or\nadversely affect Seller's ability to do business or to perform under the terms\nand conditions of this Agreement.\n\n        6.10   POST-CLOSING REPORTING.\n\n        During the term of this Agreement, and any extension or renewal thereof,\nSeller shall provide Purchaser with the following information:\n\n               (a) Audited financial statements for Seller shall be submitted\n        annually, within ninety (90) days after the end of Seller's fiscal year.\n\n               (b) A Uniform Standard Audit Program (\"USAP\") letter shall be\n        prepared by independent auditors with respect to mortgage loans serviced\n        by Seller. The USAP letter shall be submitted to Purchaser along with\n        Seller's audited financial statements.\n\n               (c) Unaudited quarterly financial statements for Seller shall be\n        submitted within forty-five (45) days after the end of each quarter, and\n        shall be certified as complete and accurate by an officer of Seller.\n\n               (d) Seller shall provide Purchaser with immediate written notice\n        of (i) the filing of a petition for relief under the U.S. Bankruptcy\n        Code on behalf of Seller, (ii) institution of any receivership or\n        conservatorship with respect to Seller, (iii) any material change in the\n        senior management of Seller, (iv) any change in material ownership of\n        Seller, (v) any event which effects a material, adverse change in\n        Seller's financial condition, and (vi) any change in Seller's Fidelity\n        Bond\/E&O coverage.\n\n               (e) Evidence of Fidelity Bond\/E&O coverage in conformity with\n        Investor requirements shall be submitted to Purchaser annually.\n\n                                       14\n\n\n   20\n\n\n\n\n        6.11 ONGOING DUE DILIGENCE REVIEW.\n\n        From time to time during the term of this Agreement, Purchaser shall,\nupon reasonable notice and during regular business hours, have access to\nmaterials and facilities necessary to conduct an on-site or off-site due\ndiligence review. At Purchaser's option, the pertinent materials may be\ndelivered to Purchaser. In the absence of a material breach of any\nrepresentation, warranty and\/or covenant contained in this Agreement, Purchaser\nagrees that such reviews may be conducted no more frequently than four (4) times\nin any calendar year during the term of this Agreement. Purchaser's ongoing due\ndiligence review will include its verification that:\n\n        (a)    The books, records and accounts of Seller with respect to the\n               Mortgage Loans are in order pursuant to Applicable Law and Agency\n               requirements, and the information provided to Purchaser in\n               connection with the Mortgage Loans is true and correct; and\n\n        (b)    The Mortgage Loans meet Purchaser's credit underwriting and\n               quality control standards, and Seller's origination practices are\n               satisfactory to Purchaser.\n\n                                              15\n\n\n   21\n\n\n\n\n                                   ARTICLE VII\n\n                CONDITIONS PRECEDENT TO OBLIGATIONS OF PURCHASER\n\n        The obligations of Purchaser hereunder with respect to each purchase of\nMortgage Loans, shall be subject to satisfaction of each of the following\nconditions:\n\n        7.1 REPRESENTATIONS. The representations and warranties made by Seller\nin this Agreement are true and correct in all material respects and shall\ncontinue to be true and correct in all material respects on each Closing Date.\n\n        7.2 COMPLIANCE WITH THIS AGREEMENT. All of the terms, covenants, and\nconditions of this Agreement required to be complied with and performed by\nSeller at or prior to each Closing Date shall have been duly complied with and\nperformed in all material respects.\n\n        7.3    DOCUMENTATION AND FILES; COMPLIANCE.\n\n        Prior to each Closing Date, Purchaser shall have determined that\n\n        (a)    The books, records and accounts of Seller with respect to the\n               Mortgage Loans are in order pursuant to Applicable Law, and the\n               information provided to Purchaser in connection with the Mortgage\n               Loans is true and correct;\n\n        (b)    The Mortgage Loans meet Purchaser's credit underwriting and\n               quality control standards, and Seller's origination practices are\n               satisfactory to Purchaser; and\n\n        (c)    Any pending class action litigation against Seller, and any\n               settlement or consent decree entered into by Seller with respect\n               to class action litigation, will not have a material adverse\n               effect on the Servicing.\n\n        7.4 CORPORATE RESOLUTION. A certified copy of duly adopted board\nresolutions, in the form attached as Exhibit D to this Agreement, shall be\ndelivered to Purchaser simultaneously with the execution and delivery of this\nAgreement.\n\n        7.5 OPINION. An opinion of counsel of Seller in the form attached as\nExhibit E to this Agreement, shall be delivered to Purchaser simultaneously with\nthe execution and delivery of this Agreement.\n\n        7.6 OFFICER'S CERTIFICATE. An Officer's Certificate of a senior officer\nof Seller in the form attached as Exhibit F to this Agreement, shall be\ndelivered to Purchaser simultaneously with the execution and delivery of this\nAgreement.\n\n        7.7 MATERIAL ADVERSE CHANGE. There shall not have occurred, prior to any\nClosing Date, any event which constitutes a change in the Mortgage Loans and\/or\nSeller's financial condition, which change, in the judgment of Purchaser,\nmaterially and adversely affects Seller's ability to perform its obligations\nunder this Agreement, including without limitation Seller's obligation to\nprovide indemnification and\/or repurchase pursuant to Article VIII.\n\n                                       16\n\n\n   22\n\n\n\n\n                                  ARTICLE VIII\n\n                                    REMEDIES\n\n        8.1 INDEMNIFICATION BY SELLER. Seller shall indemnify and hold Purchaser\nharmless from and shall reimburse Purchaser for any losses, damages,\ndeficiencies, claims, causes of action or expenses of any nature (including\nreasonable attorneys' fees and expenses) incurred by Purchaser before or after\nthe Closing Date which arise out of, result from, or in any way relate to:\n\n        (a) Any breach of any representation and\/or warranty of Seller contained\n        in this Agreement, or in any exhibit, schedule, statement or certificate\n        furnished by Seller pursuant to this Agreement;\n\n        (b) Any breach of any covenant or obligation of Seller contained in this\n        Agreement, or in any exhibit, schedule, statement or certificate\n        furnished by Seller pursuant to this Agreement;\n\n        (c) Any Defect in any Mortgage Loan existing as of the Closing Date\n        (including those Defects subsequently discovered), or as a result of any\n        act or omission of Seller prior thereto;\n\n        (d) Damage to any Mortgaged Property which is security for a Mortgage\n        Loan, from fire, earthquake, or other casualty, or environmental hazard,\n        or any similar circumstances or conditions occurring prior to the\n        Closing Date, which would cause any Mortgage Loan to become delinquent,\n        or adversely affect the value or marketability of the Mortgage Loan;\n\n        (e) Errors in originating any of the Mortgage prior to the Closing Date\n        or as a result of Seller's acts or omissions prior thereto. Such errors\n        may include improper action or failure to act when required to do so,\n        and\n\n        (f) Any litigation pending or threatened against Purchaser arising out\n        of events occurring on or prior to the Closing Date in connection with\n        the Seller's origination or sale of the Mortgage Loans.\n\n        8.2 REPURCHASE.\n\n        (a) Following the purchase of any Mortgage Loan, and notwithstanding the\n        review of the Mortgage Loan Documents by Purchaser, if there is a Defect\n        in any Mortgage Loan, Seller shall cure, to Purchaser's satisfaction,\n        such Defect within thirty (30) days from its receipt of notice of the\n        existence thereof, or such shorter period as may be required by\n        Applicable Law, or by Agency or investor requirements. If the Defect is\n        not cured within such thirty (30) day period, or such shorter period, if\n        applicable, Seller shall, not later than the expiration of the thirty\n        (30) day period or such shorter period, repurchase the related Mortgage\n        Loan or Mortgage Loans for the Repurchase Price.\n\n        (b) In the event that any Mortgagor fails to make the initial payment\n        due with respect to a Mortgage Loan more than thirty (30) days following\n        the related Closing Date, Purchaser may, at its option, require Seller\n        to repurchase such Mortgage Loan, upon demand, for the Repurchase Price.\n\n        (c) In the event of repurchase, Purchaser shall, upon receipt of the\n        Repurchase Price, assign and deliver the related Mortgage Documents to\n        Seller without recourse, representation or warranty.\n\n                                       17\n\n\n   23\n\n\n\n\n        If Seller fails to repurchase a defective Mortgage Loan or Mortgage\n        Loans at the time and in the manner provided in this Section, Purchaser\n        shall have all other rights and remedies provided in this Agreement or\n        by law or equity.\n\n        8.3 INDEMNIFICATION BY PURCHASER. Purchaser shall indemnify and hold\nSeller harmless from and shall reimburse Seller for any losses, damages,\ndeficiencies, claims, causes of action or expenses of any nature (including\nreasonable attorneys' fees and expenses) incurred by Seller and arising after\nthe Closing Date which result from any breach of any representation, warranty or\ncovenant made by Purchaser under this Agreement.\n\n        8.4 NOTICE OF CLAIM. If any action is brought against any person\nentitled to indemnification pursuant to Section 8.1 or Section 8.3 (a\n\"Claimant\") in respect of a claim under Section 8.1 or Section 8.3, as\napplicable (an \"Indemnifiable Claim\"), the Claimant shall promptly notify\nPurchaser or Seller, as the case may be, in writing of the institution of such\naction (but the failure so to notify shall not relieve Seller or Purchaser, as\nthe case may be (the \"Indemnifying Party\") from any liability the Indemnifying\nParty may have except to the extent such failure materially prejudices the\nIndemnifying Party). Unless otherwise agreed to by the Seller or Purchaser, as\nthe case may be, the Indemnifying Party shall assume and direct the defense of\nsuch action, including the employment of counsel, and all fees, costs and\nexpenses incurred in connection with defending or settling the Indemnifiable\nClaim shall be borne solely by the Indemnifying Party; provided, however, that\nsuch counsel shall be satisfactory to the Claimant in the exercise of its\nreasonable judgment and that the Indemnifying Party shall not compromise any\nclaim without the prior written consent of the Claimant, which consent shall not\nbe unreasonably withheld. If the Indemnifying Party shall undertake to\ncompromise or defend any such asserted liability, it shall promptly notify the\nClaimant of its intention to do so, and the Claimant agrees to cooperate fully\nwith the Indemnifying Party and its counsel in the compromise of, defense\nagainst, any such asserted liability. Notwithstanding an election by the\nIndemnifying Party to assume the defense of such action or proceeding, the\nClaimant shall have the right to employ separate counsel and to participate in\nthe defense of such action or proceeding, and the Indemnifying Party shall bear\nthe reasonable fees, costs and expenses of such separate counsel (and shall pay\nsuch fees, costs and expenses at least quarterly), if (a) the use of counsel\nchosen by the Indemnifying Party to represent the Claimant would present such\ncounsel with a conflict of interest; (b) the defendants in, or targets of, any\nsuch action or proceeding include both a Claimant and the Indemnifying Party,\nand the Claimant shall have reasonably concluded that there may be legal\ndefenses available to it or to other Claimants which are different from or\nadditional to those available to the Indemnifying Party (in which case the\nIndemnifying Party shall not have the right to direct the defense of such action\nor proceeding on behalf of the Claimant); or (c) the Indemnifying Party shall\nauthorize the Claimant to employ separate counsel at the expense of the\nIndemnifying Party. All costs and expenses incurred in connection with a\nClaimant's cooperation shall be borne by the Indemnifying Party. In any event,\nthe Claimant shall have the right at its own expense to participate in the\ndefense of such asserted liability.\n\n        8.5 LIMITATION OF LIABILITY. In no event will either Purchaser or Seller\nbe liable to the other party to this Agreement for incidental or consequential\ndamages, including, without limitation, loss of profit or loss of business or\nbusiness opportunity, regardless of the form of action whether in contract, tort\nor otherwise.\n\n\n                                       18\n\n\n   24\n\n\n\n                                   ARTICLE IX\n\n                                   TERMINATION\n\n        9.1 TERMINATION WITHOUT CAUSE. Either Purchaser or Seller may terminate\nthis Agreement without cause on thirty (30) days prior written notice (such\nnotice in compliance with Section 10.5 below) to the other party. Following the\neffective date of such termination without cause, Purchaser will purchase\nMortgage Loans subject to the terms and conditions of any outstanding\nConfirmation issued prior to such effective date.\n\n        9.2 PURCHASER'S TERMINATION FOR CAUSE. Notwithstanding anything to the\ncontrary contained herein, Purchaser shall have the right to immediately\nterminate this Agreement for cause. For purposes of this section 9.2, \"cause\"\nshall include any of the following:\n\n        (a) Seller's breach of any of the representations, warranties and\/or\n        covenants contained in this Agreement; including without limitation its\n        obligations under Article VIII;\n\n        (b) the filing of a petition for relief by or against Seller, under the\n        U.S. Bankruptcy Code or any other applicable insolvency or\n        reorganization statute;\n\n        (c) institution of any receivership or conservatorship with respect to\n        Seller, including without limitation receivership or conservatorship\n        imposed by the FDIC;\n\n        (d) Seller's admission in writing of its inability to pay its debts\n        generally as they become due;\n\n        (e) termination of Seller's status as an approved Agency seller\/servicer\n        or as an approved FHA mortgagee;\n\n        (f) any material change in the senior management or ownership of Seller;\n        and\/or;\n\n        (g) any event which, in Purchaser's opinion, constitutes a material,\n        adverse change in Seller's financial condition.\n\n        9.3 SELLER'S TERMINATION FOR CAUSE. Notwithstanding anything to the\ncontrary contained herein, Seller shall have the right to immediately terminate\nthis Agreement for cause. For purposes of this section 9.3, \"cause\" shall\ninclude any of the following:\n\n        (a) Purchaser's material, uncured breach of any of the representations,\n        warranties and\/or covenants contained in this Agreement;\n\n        (b) the filing of a petition for relief by Purchaser, under the U.S.\n        Bankruptcy Code or any other applicable insolvency or reorganization\n        statute;\n\n        (c) institution of any receivership or conservatorship with respect to\n        Purchaser;\n\n                                       19\n\n\n   25\n\n\n\n\n        (d) Purchaser's admission in writing of its inability to pay its debts\n        generally as they become due; or\n\n        (e) termination of Purchaser's status as an approved Agency\n        seller\/servicer or as an approved FHA mortgagee;\n\n        9.4 EFFECT OF TERMINATION. Upon termination of this Agreement under\nsection 9.2 above, Purchaser shall have no further obligation to purchase, or\naccept transfer of mortgage loan servicing from Seller, and this Agreement shall\nbe null and void and have no further force and effect except for those\nprovisions identified in Section 9.4 of this Agreement, which provisions shall\nsurvive any such termination and continue in effect thereafter.\n\n        9.5 SURVIVAL OF OBLIGATIONS AND COVENANTS. Notwithstanding anything to\nthe contrary expressed in this Agreement, the termination of this Agreement\nshall not affect any obligations of Seller under this Agreement. The\nrepresentations, warranties, covenants and indemnification of Seller under\nArticles III, IV and VI hereof shall continue without regard\nto any termination hereof.\n\n                                       20\n\n\n   26\n\n\n\n\n                                    ARTICLE X\n\n                                  MISCELLANEOUS\n\n        10.1 COSTS AND EXPENSES. Except as specifically provided to the contrary\nin this Agreement, Purchaser and Seller shall each bear its own accounting,\nlegal and related costs and expenses in connection with the negotiation and\npreparation of this Agreement and the performance by each of Purchaser and\nSeller of its respective obligations arising under this Agreement.\n\n        10.2 CONFIDENTIALITY OF INFORMATION. Seller and Purchaser and their\nAffiliates shall, and shall cause their respective directors, officers,\nemployees and authorized representatives to, hold in strict confidence and not\nuse or disclose to any other party except their respective Affiliates without\nthe prior written consent of the other party all information concerning\ncustomers or proprietary business procedures, servicing fees or prices, policies\nor plans of the other party or any of its affiliates received by them from the\nother party in connection with the transactions contemplated hereby.\n\n        10.3 BROKER'S FEES. Each party hereto represents and warrants to the\nother that it has made no agreement to pay any agent, finder, or broker or any\nother representative, any fee or commission in the nature of a finder's or\noriginator's fee arising out of or in connection with the subject matter of this\nAgreement, and both the parties hereto covenant with each other and agree to\nindemnify and hold each other harmless from and against any such obligation or\nliability and any expense incurred in investigating or defending (including\nreasonable attorneys' fees and expenses) any claim based upon the other party's\nactions in connection with such obligation.\n\n        10.4 SURVIVAL. Each party hereto covenants and agrees that the\nrepresentations and warranties, covenants and obligations contained in Articles\nIII through VI, VIII, and Sections 10.2 through 10.4 of this Agreement, and in\nany document delivered or to be delivered pursuant hereto, shall survive the\nexecution hereof, and the Closing Date, and any inspection, investigation, or\ndetermination made by, or on behalf of, either party, and expiration or\ntermination of this Agreement.\n\n        10.5 NOTICES. All notices, requests, demands and other communications\nwhich are required or permitted to be given under this Agreement shall be in\nwriting and shall be deemed to have been duly given if personally delivered,\nsent by overnight courier, or mailed by certified mail, return receipt\nrequested, postage prepaid, or transmitted by facsimile and confirmed by a\nsimilar mailed writing:\n\n        (a) If to the Purchaser, to:\n\n                      GMAC Mortgage Corporation\n                      100 Witmer Road\n                      Horsham, PA 19044\n                      Attention: Chief Financial Officer\n\n               with a copy to:\n\n                      Glen W. Snyder\n                      General Counsel\n\n                                       21\n\n\n   27\n\n\n\n\n                      GMAC Mortgage Corporation\n                      100 Witmer Road\n                      Horsham, PA 19044\n\n        (b) If to Seller, to:\n\n                      E-LOAN, INC.\n                      6200 Village Parkway\n                      Suite 102\n                      Dublin, CA 94568\n                      Attn: Steven Majerus\n\nor to such other address as Purchaser or Seller shall have specified in writing\nto the other.\n\n        10.6 APPLICABLE LAW. The construction of this Agreement and the rights,\nremedies, and obligations arising by, under, through, or on account of it shall\nbe governed by the internal laws of the Commonwealth of Pennsylvania (without\nregard to its conflicts of laws principles) except to the extent the same are\npreempted by the laws of the United States of\nAmerica.\n\n        10.7 JURISDICTION AND VENUE. Purchaser and Seller mutually agree that\nany legal cause of action arising out of a dispute concerning this Agreement or\nthe enforceability of any part thereof shall be subject to the jurisdiction of\nthe United States District Court in and\nfor the Eastern District of Pennsylvania.\n\n        10.8 INTEGRATION. This Agreement constitutes a final and complete\nintegration of the Agreement of the parties respecting the subject matter\nhereof, thereby superseding all previous oral or written agreements. There are\nno contemporaneous oral agreements.\n\n        10.9 MODIFICATION. This Agreement may not be changed orally but only by\nan agreement in writing, signed by the party against whom enforcement of any\nwaiver, change, modification, or discharge is sought. Subject to the foregoing,\nany of the terms or conditions of this Agreement may be waived or modified at\nany time by the party entitled to the benefit thereof, but no such waiver,\nexpress or implied, shall affect or impair the right of the waiving party to\nrequire observance, performance, or satisfaction of either (1) the same term or\ncondition as it applies on a subsequent or previous occasion or (2) any other\nterm or condition hereof.\n\n        10.10 THIRD PARTY BENEFICIARIES. This Agreement is intended for the\nbenefit of the parties hereto only. There shall be no third party beneficiaries\nhereof.\n\n        10.11 CONSTRUCTION. In construing the words of this Agreement, plural\nconstructions shall include the singular, and singular constructions shall\ninclude the plural. The words \"herein\", \"hereof\", and other similar compounds of\nthe word \"here\" shall mean and refer to this entire Agreement, not to any\nparticular provision, section, or subsection of it.\n\n        10.12 CAPTIONS. Paragraph captions in this Agreement are for ease of\nreference only and shall be given no substantive or restrictive meaning or\nsignificance whatsoever.\n\n        10.13 COUNTERPARTS. This Agreement may be executed in two counterparts,\neach of which shall be an original regardless of whether all parties sign the\nsame document. Regardless of the number of counterparts, they shall constitute\nonly one agreement. It shall not be necessary in making proof of this Agreement\nto produce or account for more than one\ncounterpart.\n\n                                       22\n\n\n   28\n\n\n\n\n        10.14 ATTORNEYS' FEES. If any action of law or in equity, including an\naction for declaratory relief, is brought to enforce or interpret the provisions\nof this Agreement, the prevailing party shall be entitled to recover reasonable\nattorneys' fees from the other party. Such fees may be set by the court in the\ntrial of such action or may be enforced in a separate action brought for that\npurpose. Such fees shall be in addition to any other relief that may be awarded.\n\n        10.15 BINDING EFFECT AND ASSIGNMENT. This Agreement shall inure to the\nbenefit of and be binding upon the parties hereto and their successors and\nassigns. Nothing in this Agreement, express or implied, is intended to confer on\nany person other than the parties hereto and their successors and assigns, any\nrights, obligations, remedies or liabilities. No party may, or shall have the\npower to, assign this Agreement without the prior written consent of the other,\nexcept that Purchaser may assign this Agreement to an affiliated entity having\nall necessary resources to complete the transactions contemplated herein.\n\n        10.16 INCORPORATION OF EXHIBITS. Exhibits A through F attached hereto\nshall be incorporated herein and shall be understood to be a part hereof as\nthough included in the body of this Agreement.\n\n                     [THIS SPACE INTENTIONALLY LEFT BLANK.]\n\n\n\n                                       23\n\n\n   29\n\n\n\n\n        IN WITNESS WHEREOF, each of the undersigned parties to this GMAC\nMortgage Corporation Seller's Agreement has caused this GMAC Mortgage\nCorporation Seller's Agreement to be duly executed in its corporate name by one\nof its duly authorized officers, all as of the date first above written.\n\n                                            PURCHASER:\n\nATTEST:                                     GMAC MORTGAGE CORPORATION\n\nBy:                                         By: \/s\/ Signature Illegible\n   -----------------------------\n                                            Name: Barry Bior\n\n                                            Title: Senior Vice President\n                                                  ----------------------\n\n\n                                            SELLER:\n\nATTEST:                                     E-LOAN, INC.\n\nBy: \/s\/ Steve M. Majerus                    By: \/s\/ Chris Larsen\n   -----------------------------              \n                                            Name: Chris Larsen\n\n                                            Title: CEO\n\n                                       24\n\n\n   30\n\n\n\n\n                                   EXHIBIT \"B\"\n\n                           CONTENTS OF MORTGAGE FILES\n\nMortgage Files (where applicable, original microfiche files or hard copy files)\nshall include, without limitation the following:\n\n        a) All origination documentation including:\n\n                -       Transmittal Summary FNMA\/FHLMC Form 1008\n\n                -       Loan Application Form 1003 (initial and final signed\n                        application)\n\n                -       Credit Report\n\n                -       Final Truth-in-Lending Disclosure Statement\n\n                -       Verification of Employment\n\n                -       IRS Form 4506 for self-employed borrowers (Request for\n                        copy of Tax Form)\n\n                -       Verification of Deposit\n\n                -       HUD 1 on previous property, if applicable\n\n                -       HUD 1\/Settlement Statement on subject property\n\n                -       Appraisal\n\n                -       Satisfactory Completion Certificate Form 442, if\n                        applicable\n\n                -       Executed Sales Contract;\n\n        b) Original Note endorsed to GMAC Mortgage Corporation;\n\n        c) Original limited power of attorney, if applicable;\n\n        d) Original recorded Mortgage\/Deed of Trust or copy of the original,\ncertified by the recording agency to be a true and exact copy of the recorded\ndocument;\n\n        e) Original final Title Policy;\n\n        f) Original PMI Certificate (if applicable);\n\n        g) Original LGC\/MIC (if applicable);\n\n        h) Original recorded intervening Assignment to GMAC Mortgage\nCorporation;\n\n        i) Abstract of Title - in states where required other than those where\nevidence exists indicating sent to borrower; and\n\n        j) Previous assumption information, if applicable.\n\n                                       25\n\n\n   31\n\n\n\n\n                                   EXHIBIT \"C\"\n\n                             PURCHASER'S GUIDELINES\n                             ----------------------\n\nConventional Loans: Must be eligible for sale to the Federal National Mortgage\nAssociation\n\n(FNMA) through it's Mortgage Backed Securities program and must have been\noriginated, underwritten and closed in conformity with the FNMA Seller's Guide.\n\nGovernment Loans: Must be eligible for sale through the Government National\nMortgage\n\nAssociation's Mortgage Backed Security program. All loans must have the required\ninsurance certificate from the VA or FHA as required.\n\nSeller will be responsible for providing all documents necessary for initial and\nfinal certification of the pools. All loans sold will not be 30 days or greater\ndelinquent prior to the receipt of the first payment.\n\nAll loan documents will be received in a timely manner.\n\n                                       26\n\n\n   32\n\n\n\n\n                                   EXHIBIT \"D\"\n\n                         FORM OF SECRETARY'S CERTIFICATE\n                         -------------------------------\n\n\n\n\n\n\n\n\n\n                                       27\n\n\n   33\n\n\n\n\n                                   EXHIBIT \"E\"\n\n                           FORM OF OPINION OF COUNSEL\n                           --------------------------\n\nGMAC Mortgage Corporation\n100 Witmer Road\nHorsham, PA 19044-0963\n\nDear Sirs:\n\nYou have requested my opinion, as counsel to E-LOAN, INC., a Massachusetts\ncorporation (the \"Seller\"), with respect to certain matters in connection with\nthe sale by the Seller pursuant to that certain GMAC Mortgage Corporation\nSeller's Agreement, dated as of ______, 199_ (the \"Purchase and Sale Agreement\")\nbetween you and the Seller, of certain Mortgage Loans as defined in the Purchase\nand Sale Agreement. Capitalized terms not otherwise defined herein have their\nrespective meanings set forth in the Purchase and Sale Agreement.\n\nI have examined the following documents:\n\n1.      the Purchase and Sale Agreement; and\n\n2.      such other documents, records and papers as I have deemed necessary and\n        relevant as a basis for this opinion.\n\nI have assumed that each party other than the Seller had the power and authority\nto enter into and perform all obligations thereunder and, as to each such party,\nI also have assumed the due authorization by all requisite corporate action, the\ndue execution and delivery and the validity and binding effect and\nenforceability of such documents.\n\nBased upon the foregoing, and subject to the qualification set forth at the end\nof this letter, it is my opinion that:\n\n1.      The Seller is a corporation duly organized, validly existing and in good\n        standing under the laws of the State of Florida.\n\n2.      The Seller has the requisite power to engage in the transactions\n        contemplated by the Purchase and Sale Agreement and all requisite power,\n        authority and legal right to execute and deliver the Purchase and Sale\n        Agreement and to perform and observe the terms and conditions of such\n        instrument.\n\n3.      The Purchase and Sale Agreement has been duly authorized, executed and\n        delivered by the Seller and is a legal, valid and binding agreement\n        enforceable in accordance with its terms against the Seller, subject to\n        bankruptcy laws and other similar laws of general application affecting\n        rights of creditors and subject to the application of the rules of\n        equity, including those respecting the availability of specific\n        performance.\n\n                                       28\n\n\n   34\n\n\n\n\n4.      No consent, approval, authorization or order of any court or\n        governmental agency or body is required for the execution, delivery and\n        performance by the Seller of, or of compliance by the Seller with, the\n        Purchase and Sale Agreement, or the consummation of the transactions\n        contemplated by the Purchase and Sale Agreement.\n\n5.      Neither the consummation of the transactions contemplated by, nor the\n        fulfillment of the terms of the Purchase and Sale Agreement conflicts or\n        will conflict with or results or will result in a breach of or\n        constitutes or will constitute a default under the charter or by-laws of\n        the Seller, the terms of any material indenture or other material\n        agreement or instrument to which the Seller is a party or by which it is\n        bound or to which it is subject, or any statute or order, rule,\n        regulation, writ, injunction or decree of any court, governmental\n        authority or regulatory body to which the Seller is subject or by which\n        it is bound.\n\n6.      There is no action, suit, proceeding or investigation pending or, to the\n        best of my knowledge, threatened against the Seller which, in my\n        judgment, either in any one instance or in the aggregate, may reasonably\n        be expected to result in any material adverse change in the business,\n        operations, financial condition, properties or assets of the Seller or\n        in any material impairment of the right or ability of the Seller to\n        carry on its business substantially as now conducted or in any material\n        liability on the part of the Seller or which would draw into question\n        the validity of the Purchase and Sale Agreement or of any action taken\n        or to be taken in connection with the transactions contemplated thereby,\n        or which would be likely to impair materially the ability of the Seller\n        to perform under the terms of the Purchase and Sale Agreement.\n\nIn rendering this opinion letter, I do not express any opinion concerning any\nlaw other than the federal common law of the United States of America (excluding\nfederal securities law) and the law of the ____ of _____. Additionally, I do not\nexpress any opinion on any issue not expressly addressed above.\n\nI bring to your attention the fact that my legal opinions are an expression of\nprofessional judgment and are not a guarantee of a result.\n\nI do not undertake to advise you of matters which may come to my attention\nsubsequent to the date hereof which may affect my legal opinions expressed\nherein.\n\nThis opinion is delivered to you solely for your use in connection with the\nexecution and delivery of the Purchase and Sale Agreement. This opinion is not\nto be used, circulated, quoted or otherwise referred to for any other purpose,\nor to or by any other person, with or without reference to my name, without my\nprior express written consent.\n\nVery truly yours,\n\n\n\n\n                                       29\n\n\n   35\n\n\n\n                                   EXHIBIT \"F\"\n\n                          FORM OF OFFICER'S CERTIFICATE\n                          -----------------------------\n\n                              OFFICER'S CERTIFICATE\n\n        I, ____________________ hereby certify that I am the duly elected\n_______________ of E-LOAN, INC. (the \"Company\"), a corporation organized and\nexisting under the laws of the State of California, and further as follows:\n\n        1. Attached hereto is a true and correct copy of the Articles of\n        Incorporation and By-laws of the Company and a Certificate of Good\n        Standing for the Company, all of which are in full force and effect on\n        the date hereof.\n\n        2. There are no actions, suits or proceedings pending (nor are any\n        actions, suits or proceedings threatened) against or affecting the\n        Company which if adversely determined, individually or in the aggregate,\n        would adversely affect the Company's obligations under the GMAC Mortgage\n        Corporation Seller's Agreement (the \"Purchase and Sale Agreement\") dated\n        as of _______________, 199_, between the Company and GMAC Mortgage\n        Corporation.\n\n        3. Each person who, as an officer or representative of the Company,\n        signed (a) the Purchase and Sale Agreement, and (b) any other document\n        delivered prior hereto or on the date hereof in connection with the\n        transaction described in the Purchase and Sale Agreement was, at the\n        respective times of such signing and delivery duly elected or appointed,\n        qualified and acting as such officer or representative, and the\n        signatures of such persons appearing on such documents are their genuine\n        signatures.\n\n        4. Each of the Mortgage Loans referred to in the Purchase and Sale\n        Agreement was originated or acquired by the Company.\n\n        5. The Mortgage Loans referred to in the Purchase and Sale Agreement are\n        not subject to any security interest, pledge or hypothecation for the\n        benefit of any entity, institution or person.\n\n        6. Attached hereto is a certified true copy of the resolution of the\n        Board of Directors of the Company with respect to the transactions\n        governed by the Agreement.\n\n        IN WITNESS WHEREOF, I have hereunto signed my name on behalf of the\nCompany.\n\nDated: ______, 199_\n\n                                              By: ____________________\n\n                                              Name:\n\n                                              Title:\n\n                                       30\n\n\n   36\n\n\n\n\n        I, ________________, Secretary of E-LOAN, INC., hereby certify that\n___________________ is the duly elected, qualified and acting ________________\nof the Company and that the signature appearing above is his genuine signature.\n\n        IN WITNESS WHEREOF, I have hereunto signed my name.\n\nDated: __________, 199_\n\n\n                                          By:__________________________\n\n                                          Name:\n\n                                          Title:\n\n\n                                       31\n\n<\/description><\/sequence><\/type><\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7384],"corporate_contracts_industries":[9416],"corporate_contracts_types":[9623,9622],"class_list":["post-43375","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-e-loan-inc","corporate_contracts_industries-financial__credit","corporate_contracts_types-planning__asset","corporate_contracts_types-planning"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/43375","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=43375"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43375"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43375"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43375"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}