E LOAN INC
EXHIBIT
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<TYPE>EX-10.145
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<FILENAME>exh10145.htm
<DESCRIPTION>EXHIBIT
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<TITLE>12312001 Form 10-K Exhbit 10.145</TITLE>
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<P ALIGN="RIGHT">&nbsp;</P>
<P ALIGN="RIGHT">                        [ ** ] Confidential treatment requested</P>


<B><p align="right">
                                            Exhibit 10.145</P></B>




<B><U><P ALIGN="CENTER">ORIGINATOR MASTER COMMITMENT <BR>
FOR ENHANCED AOT <BR>
MASTER COMMITMENT [ ** ]</P>
</B></U><P ALIGN="CENTER">E-Loan, Inc. <BR>
Seller/Servicer [ ** ]</P>
<P>This is a Master Commitment ("Master Commitment") #[ ** ], dated August 21,
2001, by and between the Federal Home Loan Mortgage Corporation ("Freddie Mac")
and E-Loan ("Originator"), Seller/Servicer #[ ** ]. This Master Commitment
establishes the terms and conditions under which Mortgages originated by
Originator will be eligible for purchase by Freddie Mac from Wells Fargo Home
Mortgage, Inc. ("Direct Seller") under the Enhanced AOT Uttering. The sale and
servicing of Mortgages under this Master Commitment shall be governed by the
terms and requirements of the applicable Purchase Documents, as that term is
defined in the Freddie Mac Sellers' and Servicers' Guide (the "Guide").</P>
<P>The provisions of Master Agreement #[ ** ] shall apply to and be incorporated
into this Master Commitment.</P>
<OL TYPE="I">

<B><U><P ALIGN="CENTER"><LI> <A NAME="_Toc5076185"><A NAME="_Toc5076836">General
Terms</A></A></LI></P>
<OL>

</B></U><LI>Enhanced AOT Offering. The Tri-Party Enhanced AOT Agreement, in the
form attached hereto as Exhibit A, has been entered into by Originator, Direct
Seller (as defined in the Enhanced AOT Agreement), and Freddie Mac and dated May
22, 2001 and is incorporated herein and made a part hereto.</LI>
<P>Originator has entered into this Master Commitment to originate Mortgages
eligible for purchase by Freddie Mac. Under the Enhanced AOT Offering,
Originator will sell such Mortgages ("Originator Mortgages") to Direct Seller
with servicing released at a price to be negotiated between Originator and
Direct Seller. Direct Seller will sell such Mortgages to Freddie Mac under a
Master Commitment negotiated between Direct Seller and Freddie Mac ("Direct
Seller AOT MC"). Under the Direct Seller AOT MC, Direct Seller will sell the
Mortgages to Freddie Mac using the Required Spread negotiated between Freddie
Mac and Originator and stated below.</P>
<U><LI>Defined Terms</U>.  All capitalized terms not otherwise defined herein
have the meanings set forth in the Guide unless clearly indicated otherwise.
This Master Commitment and all supplements and amendments shall be considered
Purchase Documents.</LI>
<U><LI>Eligible Mortgage Products</U>. Originator may originate for sale by
Direct Seller to Freddie Mac through this Enhanced AOT Offering, the following
mortgage products (the "Mortgages"):</LI>
<P>15-year fixed rate Mortgages;<BR>
20-year fixed rate Mortgages;<BR>
and 30-year fixes rate Mortgages.</P>
<U><LI>Master Commitment Amount</U>.  The dollar amount of this Master
Commitment shall be $500 million ("Master Commitment Amount").</LI>
<U><LI>Delivery</U>.  Mortgages shall not be delivered by Originator to Freddie
Mac under this Master Commitment. In order for Mortgages to be delivered to
Freddie Mac, Originator must sell the Mortgages to Direct Seller for delivery
under the Direct Seller MC. Mortgages originated by Originator and delivered
under the Direct Seller MC will be applied toward the Master Commitment
Amount.</LI>
<U><LI>Minimum Servicing Spread</U>.  The Minimum Servicing Spread for Mortgages
sold pursuant to the terms of this Master Commitment shall be [ ** ]basis points
(.[ ** ] percent).</LI>
<U><LI>Required Delivery Date</U>. The sale of Mortgages to Freddie Mae through
Direct Seller under the terms of this Master Commitment is optional and all
deliveries shall be made by November 30, 2001.</LI>
<U><LI>Purchase Tolerance/Pair-off</U>. Purchase by Freddie Mac of at least 90
percent of the Master Commitment Amount, will constitute fulfillment by Seller
of the purchase requirements under this Master Commitment. In addition, Freddie
Mac shall purchase Mortgages otherwise eligible for purchase with an aggregate
unpaid principal balance not to exceed 100 percent of the Master Commitment
Amount. Such purchase tolerances shall apply notwithstanding the purchase
tolerances set forth in Section 11.5 of the Guide.</LI>
<U><LI>Required Spreads</U>. The Required Spreads for Mortgages sold by Direct
Seller to Freddie Mac under the Guarantor Program or Multilender Program
are:</LI></OL>

<P>15-year Fixed-rate Mortgages&#9;[ ** ]basis points <BR>
(.[ ** ] percent)]</P>
<P>20-year Fixed-rate Mortgages&#9;[ ** ] basis points <BR>
(.[ ** ] percent)]</P>
<P>30-year Fixed-rate Mortgages&#9;[ ** ]basis points <BR>
(.[ ** ] percent)]</P>
<P>These Required Spreads reflect Seller's participation in Freddie Mac's Gold
Remittance Cycle.</P>
<P>Originator agrees to provide Direct Seller with the Required Spreads stated
above when selling Mortgages to Direct Seller for delivery to Freddie Mac under
the Enhanced AOT Offering.</P>
<B><U><P ALIGN="CENTER"><LI> <A NAME="_Toc5076186"><A NAME="_Toc5076837">Special
Mortgage Provisions</A></A></LI></P>
<OL>

</B><LI>Accuracy of Information</U>.  Originator represents and warrants that
all loan and servicing data provided to Direct Seller relating to the Mortgages
purchased by Freddie Mae pursuant to the Enhanced AOT Offering is true, correct
and complete in all respects.</LI>
<U><LI>Retention of Mortgage Files</U>.  Originator represents and warrants that
it shall retain a copy of the origination Mortgage file for 12 months or
whatever timeframe required by applicable law or regulation, whichever is
greater.</LI>
<U><LI>Validation of Information</U>.  On a periodic basis, Freddie Mac will
provide reports describing the Mortgages that have been sold to Freddie Mac by
the Direct Seller that were originated under this Enhanced AOT Offering.
Originator should review that report and notify Freddie Mac within 30 of receipt
of any errors or discrepancies on the report. If Originator does not notify
Freddie Mac of any errors or discrepancies, Freddie Mac will deem such Mortgages
to be Originator Mortgages under the Tri-Party Enhanced AOT Agreement.</LI></OL>

<B><U><P ALIGN="CENTER"><LI> <A NAME="_Toc5076187"><A
NAME="_Toc5076838">Additional Special Provisions for this Master
Commitment</A></A></LI></P>
</B></U><P ALIGN="CENTER">[Reserved for any special instructions the Originator
needs to provide Seller <BR>
or any additional terms]</P>
<B><U><P ALIGN="CENTER"><LI> <A NAME="_Toc5076188"><A
NAME="_Toc5076839">Concluding Provisions</A></A></LI></P>
</B></U><P>The terms, provisions, and any waiver(s) of Guide requirements set
forth in this Master Commitment are expressly conditional upon compliance by
Originator with the warranties and representations under this Master Commitment,
the Guide, and the Purchase Documents. In the event of a breach by Originator of
any such warranty or representation, Freddie Mac may immediately revoke this
Master Commitment in whole or in part for future deliveries.</P>
<B><U><P ALIGN="CENTER"><LI> <A NAME="_Toc5076189"><A
NAME="_Toc5076840">Signature and Return</A></A></LI></P></OL>

</B></U><P>In order to accept and confirm this Master Commitment, duplicate
originals of this Master Commitment must be executed by Originator and one
executed original returned by <B>September&nbsp;11, 2001</B>, to:</P><DIR>
<DIR>

<P>Federal. Home Loan Mortgage Corporation <BR>
Attention: Ruth Kuizon - Contract Specialist <BR>
21700 Oxnard Street, Suite 1900 <BR>
Woodland Hills, CA 91367</P></DIR>
</DIR>

<P>IN WITNESS WHEREOF, the duly authorized officers of Originator and Freddie
Mac have executed this Master Commitment as of the date first written above.</P>
<B><P>FEDERAL HOME LOAN MORTGAGE CORPORATION</P><DIR>

</B><P>By:  <U>&#9;&#9;<BR>
</U>Patti Shumate<BR>
Director of Sales</P></DIR>

<B><P>E-LOAN, INC.</P><DIR>

</B><P>By:  <U>&#9;&#9;</P>
</U><P>Name:  <U>&#9;</P>
</U><P>Title:  <U>&#9;</P>
</U><P>Date:  <U>&#9;</P></DIR>

</U><FONT SIZE=1><P>rdk/122569d-EAOT.doc/LJSE-4ZK0Z6</P>
</FONT><B><U><P ALIGN="CENTER">EXHIBIT A</P>
</B></U><P>[RESERVED FOR FORM OF TRI-PARTY ENHANCED AOT AGREEMENT]</P>
<B><U><P ALIGN="CENTER">TRI-PARTY ENHANCED AOT AGREEMENT</P>
</B></U><P>This Agreement is made by and among E-Loan, Inc., S/S# [ ** ]
("Originator"), Wells Fargo Home Mortgage, Inc., S/S# [ ** ] ("Direct Seller"),
and the Federal Home Loan Mortgage Corporation, ("Freddie Mac") this
22<SUP>nd</SUP> day of May, 2001 (the "Agreement").</P>
<B><U><P ALIGN="CENTER">RECITALS</P><DIR>
<DIR>

</B></U><P>(A)&#9;Originator and Freddie Mac desire to enter into a special
Master Commitment (the "Originator MC") which contains certain terms and
conditions pursuant to which Originator may originate Mortgages eligible for
purchase by Freddie Mac ("Originator Mortgages"); </P>
<P>(B)&#9;Originator and Direct Seller desire to enter into the Wells Fargo
Funding Loan Purchase Agreement pursuant to which Direct Seller will purchase
the Originator Mortgages from Originator and sell much Mortgages to Freddie
Mac;</P>
<P>(C)&#9;Direct Seller and Freddie Mac desire to enter into a special Master
Commitment (the "Direct Seller MC") which contains certain terms and conditions
pursuant to which Direct Seller shall sell the Originator Mortgages to Freddie
Mac;</P>
<P>(D)&#9;Originator desires to assign certain of its rights under the
Originator MC to Direct Seller so that Direct Seller may incorporate the
Required Spreads and other terms as necessary, into the Direct Seller MC and use
the combined terms and conditions from both the Originator MC and the Direct
Seller MC to sell the Originator Mortgages to Freddie Mac; and</P>
<P>(E)&#9;Originator, Direct Seller and Freddie Mac are all willing to
participate in Freddie Mac's Enhanced AOT offering subject to the terms and
conditions set forth herein.</P></DIR>
</DIR>

<P>NOW, THEREFORE, in consideration of the premises, mutual promises and other
good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged by the parties hereto, the parties agree as follows:</P>
<P>1.&#9;The Recitals are true and correct.</P><DIR>
<DIR>

<P>2.&#9;Originator hereby assigns certain of its rights under the Originator MC
to Direct Seller so that Direct Seller may incorporate the Required Spreads (and
other terms necessary) from the Originator MC into the Direct Seller MC and sell
the Originator Mortgages to Freddie Mac under the Direct Seller MC and Direct
Seller's Seller/Servicer number.  Notwithstanding the immediately preceding
sentence, Originator expressly reserves the right to agree to amendments to
Originator's Purchase Documents, from time to time.  Originator and Direct
Seller also agree that this Agreement shall be incorporated into and become part
of the Originator MC, or related Originator's Master Agreement and Direct
Seller's MC.</P>
<P>3.&#9;Direct Seller hereby accepts such assignment from Originator and agrees
that Direct Seller shall sell all Originator Mortgages it purchases from
Originator to Freddie Mac under the Direct Seller MC, as supplemented by the
Required Spreads (and other terms as necessary incorporated from the Originator
MC.</P>
<P>4.&#9;Direct Seller acknowledges and agrees that Originator has served the
right to agree to amendments to Originator's Purchase Documents, from time to
time.</P>
<P>5.&#9;Freddie Mac hereby gives its consent to the assignment by Originator to
Direct Seller; provided that, (i) originator and Direct Seller comply with all
of the requirements of this Agreement and the applicable Purchase Documents, and
(ii) Originator and Direct Seller acknowledge and agree that Freddie Mac
reserves the right to revoke its consent to the assignment at any time and in
its sole discretion.</P>
<P>6.&#9;Originator and direct Seller agree that Originator shall notify Direct
Seller of any amendment to Originator's purchase Documents prior to its
execution of any amendment to Originator's Purchase Documents.  Direct Seller
acknowledges and agrees that, (i) Freddie Mac has not duty or obligation to
notify Direct Seller of any amendment to Originator's Purchase Documents, (ii)
Originator shall be Direct Seller's agent for purposes of receiving notice of
any such amendment to Originator's Purchase Documents, (iii) Direct Seller shall
be deemed to have notice of and be bound by any amendment to the Originator's
Purchase Documents, and (iv) all Originator Mortgages delivered and sold by
Direct Seller on or after the effective date of any such amendment shall comply
with the Originator's Purchase Documents, as amended.  With respect to any such
amendment to the Originator's Purchase Documents, Originator represents and
warrants that it has notified and, if required under the Wells Fargo Funding
Loan Purchase Agreement, received approval of the terms and conditions of the
amendment from Direct Seller.</P>
<P>7.&#9;Without changing the Originator's duty to notify direct Seller as set
forth in the immediately preceding paragraph 6, Originator agrees that Freddie
Mac may, as a courtesy to Direct Seller, but not as a duty or obligation,
electronically transmit via the internet to Direct Seller's email address set
forth below an unsigned copy of any such  amendment to the Special Master
Commitment(s) or Originator's other Purchase Documents.  Freddie Mac shall not
be responsible for the failure of any telecommunications company or cable
company to properly, accurately and promptly transmit any such email.</P>
<P>8.&#9;Direct Seller represents, warrants and covenants that (i) as of the
Delivery Date and through and including the Settlement Date, Direct Seller shall
be the sole owner of the Originator Mortgages delivered to Freddie Mac and (ii)
all such Mortgages are free and clear of any and all security interests, claims
and encumbrances of any other party including, but not limited to, the
Originator.</P>
<P>9.&#9;Direct Seller agrees that it shall, (i) as of the Settlement Date,
convey and transfer to Freddie Mac all of Direct Seller's right, title and
interest in the Originator Mortgages delivered to Freddie Mac, and (ii) on and
after the Settlement Date, service the Originator Mortgages.</P>
<P>10.&#9;Originator acknowledges and agrees that Originator has received from
Direct Seller the reasonably equivalent value of and the fair consideration for
the Originator Mortgages and Originator has no right, title or interest in the
Originator Mortgages or the servicing rights to such Mortgages.</P>
<P>11.&#9;Originator represents and warrants to Direct Seller and their
successor and/or assigns that all Originator Mortgages comply with all of
Freddie Mac's requirements in Originator's Purchase Documents including, but not
limited to, requirements regarding loan documentation, legal enforceability,
first lien priority status, the Borrower's income and credit qualifications, the
Borrower's source and amount of downpayment, the value and acceptability of the
collateral and overall Mortgage eligibility.  originator represents and warrants
to Direct Seller that, with respect to each mortgage sold to Direct Seller under
the Wells Fargo Funding Loan Purchase Agreement, the Originator has provided
Direct Seller with all data, information and detail necessary to process the
delivery of the mortgage to Freddie Mac.  such data, information and detail
shall include, but not be limited to, those items described in Chapter 17 of the
Freddie Mac Single-Family Seller/Servicer Guide.</P>
<P>12.&#9;Originator and Direct Seller acknowledge and agree that Freddie Mac's
purchase of the Originator Mortgages from Direct Seller shall be in complete
reliance upon Originator's representations and warranties in the immediately
preceding paragraph 11.  Originator agrees that Freddie Mac, as the assignee of
Direct Seller, shall have the right to pursue its remedies under Originator's
Purchase Documents directly against Originator.  Furthermore, Originator agrees
that Freddie Mac (i)&nbsp;is the intended beneficiary of Originator's
representations and warranties under the Originator's Purchase Documents and
this Agreement and (ii)&nbsp;shall not be required to first pursue any remedies
for misrepresentation or breach of warranty against Direct Seller before
pursuing its rights and remedies against Originator.  Originator also agrees
that Freddie Mac's rights as an intended beneficiary of Originator's
representation and warranties shall vest on the Settlement Date.</P>
<P>13.&#9;In the event Freddie Mac determines that any representation by
Originator is untrue or that any of Originator's warranties have been breached,
Freddie Mac will pursue its remedies under the Purchase Documents directly
against Originator.  Originator and Freddie Mac acknowledge and agree that
Freddie Mac will not hold Direct Seller responsible for any misrepresentation or
breach of warranty by Originator with respect to any Originator Mortgage
regarding loan documentation, legal enforceability, first lien priority status,
the Borrower's income and credit qualifications, the Borrower's source and
amount of downpayment, the value and acceptability of the collateral or overall
Mortgage eligibility.  to accommodate Freddie Mac quality control reviews,
Originator agrees to retain copies of the origination file of each Originator
Mortgage for a period of 12 months after the Originator Mortgage's origination
date, or the amount of time required by law or regulation, whichever is
greater.</P>
<P>14.&#9;Originator, Direct Seller and Freddie Mac agree that as of the
Settlement Date:</P><DIR>
<DIR>

<P>(i)&#9;Originator shall be solely responsible for all representations,
warranties, covenants and requirements under the Originator's Purchase Documents
with respect to loan documentation, legal enforceability, first lien priority
status, the Borrower's income and credit qualifications, the Borrower's source
and amount of downpayment, the value and acceptability of the collateral and the
overall eligibility of each Originator Mortgage.  Notwithstanding any provisions
of the Originator Purchase Documents to the contrary, Originator shall remain
solely responsible for all such representations, warranties covenants and
requirements with Freddie Mac specifically and expressly releases Originator in
writing;</P>
<P>(ii)&#9;Direct Seller shall be fully responsible for, (A) all
representations, warranties, covenants and requirements regarding the delivery
of Mortgage loan documents and loan data, Note endorsements, and mortgage file
contents under the Direct Seller's Purchase Documents and (B) the
representation, warranties and covenants made hereunder, and</P>
<P>(iii)&#9;Direct Seller shall be fully responsible for, (A) all servicing
representations, warranties, covenants and requirements regarding the Direct
Seller's Purchase Documents and (B) the representation, warranties and covenants
made hereunder.</P></DIR>
</DIR>

<P>15.&#9;In the event of a transfer of servicing of any Originator Mortgages,
(i) Originator shall continue to be fully and solely responsible for all
representations, warranties, covenants and requirements under the Originator's
Purchase Documents with respect to the loan documentation, legal enforceability,
first lien priority status, the Borrower's income and credit qualifications, the
Borrower's source and amount of downpayment, the value and acceptability of the
collateral and the overall eligibility of each Originator Mortgage until Freddie
Mac specifically and expressly releases Originator in writing, notwithstanding
any provision of the Guide, Form 960, Form 981 or other Originator Purchase
Documents to the contrary; and (ii) the servicing transferor shall be released
from the servicing representations, warranties covenants and requirements in
accordance with Freddie Mac's Guide requirements.</P>
<P>16.&#9;Notwithstanding anything contained in this Agreement or the Originator
Purchase Documents to the contrary, the Servicer of the Originator Mortgages
will always be solely responsible for providing Freddie Mac's Quality Control
Department with mortgage loan files in accordance with the Guide
requirements.</P>
<P>17.&#9;The parties hereto agree that capitalized terms used in this Agreement
and not otherwise defined herein shall have the meanings ascribed to them in the
Freddie Mac Single-Family Seller/Servicer Guide, as amended and supplemented by
Freddie Mac Sellers' and Servicers' Bulletins published prior to the date of the
Master Agreement.  References to chapters or sections of the Guide shall be
deemed to be references to such chapters or sections as Enhanced by Freddie Mac
Sellers' and Servicers' Bulletins.</P>
<P>18.&#9;In the event that (i) Originator and Direct Seller fail to comply with
the provisions of this Attachment, or (ii) there is a breach of warranty or a
representation made under this Agreement or other applicable Purchase Documents
is determined to be same, Freddie Mac may, at its option and in its sole
discretion, exercise any of its remedies at law or under the applicable Purchase
Document, including, but not limited to, the right to terminate a parties Master
Agreement and any Master Commitments issued thereunder upon written notice to
the affected party.</P>
<P>19.&#9;This Agreement will terminate upon the earlier of (i) 90 days from
written notice to the parties by Freddie Mac, or (ii) the termination dates
contained in the Originator's Master Agreement incorporating this
Agreement.</P></DIR>
</DIR>

<P>20.&#9;Notices shall be sent, faxed or electronically transmitted as
follows:</P><DIR>
<DIR>

<P>(a) &#9;To Originator:</P><DIR>
<DIR>

<P>Mr. Steve Majerus<BR>
Vice President<BR>
E-Loan, Inc.<BR>
5875 Arnold Road<BR>
Dublin, CA  94568</P></DIR>
</DIR>

<P>(b)&#9;To Direct Seller:</P><DIR>
<DIR>

<P>Ms. Mary Blue<BR>
Senior Vice President<BR>
Wells Fargo Home Mortgage, Inc.<BR>
100 South 5<SUP>th</SUP> Street<BR>
Minneapolis, MN  55402</P></DIR>
</DIR>

<P>(c)&#9;To Freddie Mac:</P><DIR>
<DIR>

<P>Mr. Brian Swan<BR>
Director of Customer Services<BR>
Freddie Mac<BR>
333 West Wacker, Suite 2500<BR>
Chicago, IL  60606</P></DIR>
</DIR>

<P>21.&#9;Originator and Direct Seller agree that the terms of this Agreement
are hereby deemed to be "confidential information" as described in
Section&nbsp;2.16 of the Guide and further agree to comply with the
confidentiality requirements set forth therein.</P></DIR>
</DIR>

<P>22.&#9;Originator and Direct Seller hereby indemnify and hold Freddie Mac
harmless from and against any damages, liabilities, judgments, claims,
counterclaims or defenses to which Freddie Mac may become subject, which arise
out of or occur in connection to this Agreement.</P>
<P>IN WITNESS WHEREOF, Originator, Direct Seller and Freddie Mac have caused
this agreement to be executed by their duly authorized representatives as of the
date first set forth above.</P>
<P>FEDERAL HOME LOAN MORTGAGE CORPORATION</P><DIR>

<P>By:  &#9;<U>&#9;<BR>
</U>Brian L. Swan<BR>
Director of Customer Services</P></DIR>

<P>E-LOANS, INC.</P>
<P>By:  &#9;<U>&#9;</P>
</U><P>Type Name:  <U>  V. P. Secondary Marketing&#9;</P>
</U><P>Title:  <U>  V.P. Secondary Marketing&#9;</P>
</U><P>Date:  <U>  5/23/01&#9;</P>
</U><P>WELLS FARGO HOME MORTGAGE, INC.</P>
<P>By:  &#9;<U>&#9;</P>
</U><P>Type Name:  <U>  Mary Blue&#9;</P>
</U><P>Title:  <U>  &#9;Senior Vice President &#9;</P>
</U><P>Date:  <U>  &#9;June 15, 2001&#9;</P><DIR>

</U><FONT SIZE=1><P>s:\mktg\wells fargo\2001\enhanced aot\e-loans\tri-
party.doc</P></DIR>

</FONT><B><U><P ALIGN="CENTER"><A NAME="zbkTOC"></A>ORIGINATOR MASTER COMMITMENT
FOR<BR>
ENHANCED AOT OFFERING<BR>
MASTER COMMITMENT NUMBER [ ** ]</P>
</U><P ALIGN="CENTER">E-Loan, Inc. </P>
<P ALIGN="CENTER">Dated: August 21, 2001</P>
</B><P>MASTER COMMITMENT #[ ** ]</P>
<P>SECTION I. GENERAL TERMS</P>
<P>SECTION II. SPECIAL MORTGAGE PROVISIONS</P>
<P>SECTION III. ADDITIONAL SPECIAL PROVISIONS FOR THIS MASTER COMMITMENT</P>
<P>SECTION IV. CONCLUDING PROVISIONS</P>
<P>SECTION V. SIGNATURE AND RETURN</P>
<P>EXHIBIT A - TRI-PARTY ENHANCED AOT AGREEMENT</P>

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