E LOAN INC
EXHIBIT
<DOCUMENT>
<TYPE>EX-10.14
<SEQUENCE>13
<FILENAME>exh10-14.htm
<DESCRIPTION>EXHIBIT
<TEXT>
<HTML>
<HEAD>
<title>Q2 2002 Exhibit 10.14</title>
</HEAD>
<BODY>
<BODY LINK="#0000ff" VLINK="#800080">

<FONT SIZE="3" COLOR="#0000FF"><P ALIGN="RIGHT">
                                                       *Confidential Treatment Requested </FONT>


<B><P ALIGN="CENTER">Exhibit 10.14</P>
<U><P ALIGN="CENTER">ORIGINATOR MASTER COMMITMENT FOR<BR>
ENHANCED AOT OFFERING<BR>
MASTER COMMITMENT NUMBER #[ ** ]<BR>
</U>E-LOAN, INC.<BR>
Dated: May 1, 2002</P>
<P>SECTION I.&#9;GENERAL TERMS</P>
<P>SECTION II.&#9;SPECIAL MORTGAGE PROVISIONS</P><DIR>
<DIR>
<DIR>
<DIR>
<DIR>

<P>SECTION III.&#9;ADDITIONAL SPECIAL PROVISIONS FOR THIS MASTER COMMITMENT</P>
<P>SECTION IV.&#9;CONCLUDING PROVISIONS</P>
<P>SECTION V.&#9;SIGNATURE AND RETURN</P>
<P>EXHIBIT A -&#9;TRI-PARTY ENHANCED AOT AGREEMENT</P></DIR>
</DIR>
</DIR>
</DIR>
</DIR>

<U><P ALIGN="CENTER">ORIGINATOR MASTER COMMITMENT<BR>
FOR ENHANCED AOT<BR>
</B></U>E-Loan, Inc.<BR>
Seller/Servicer # <B><U>[ ** ]</P>
</B></U><P ALIGN="JUSTIFY">This is a Master Commitment ("Master Commitment") #[
** ], dated May 1, 2002, by and between the Federal Home Loan Mortgage
Corporation ("Freddie Mac") and E-Loan, Inc. ("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
Offering. 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>
<OL TYPE="I">

<B><U><P ALIGN="CENTER"><LI>General Terms</LI></P>
<OL>

</B><P ALIGN="JUSTIFY"><LI>Enhanced AOT Offering</U>. 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 is incorporated herein and made a part hereto.</LI></P>
<P ALIGN="JUSTIFY">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><P ALIGN="JUSTIFY"><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></P>
<U><P ALIGN="JUSTIFY"><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>
<P>15-year fixed rate Mortgages;<BR>
20-year fixed rate Mortgages; and<BR>
30-year fixes rate Mortgages.</P>
<U><P ALIGN="JUSTIFY"><LI>Master Commitment Amount</U>. The dollar amount of
this Master Commitment shall be $250 million ("Master Commitment
Amount").</LI></P>
<U><P ALIGN="JUSTIFY"><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></P>
<U><P ALIGN="JUSTIFY"><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></P>
<U><P ALIGN="JUSTIFY"><LI>Required Delivery Date</U>. The sale of Mortgages to
Freddie Mac through Direct Seller under the terms of this Master Commitment is
mandatory and all deliveries shall be made by July 31, 2002.</LI></P>
<U><P ALIGN="JUSTIFY"><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></P>
<U><P ALIGN="JUSTIFY"><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></P></OL>

<P ALIGN="CENTER"><CENTER><TABLE CELLSPACING=0 BORDER=0 CELLPADDING=7 WIDTH=535>
<TR><TD WIDTH="61%" VALIGN="TOP">
<P>15-year Fixed-rate Mortgages</TD>
<TD WIDTH="39%" VALIGN="TOP">
<P>[ ** ] basis points<BR>
( [ ** ] percent)</TD>
</TR>
<TR><TD WIDTH="61%" VALIGN="TOP">
<P>20-year Fixed-rate Mortgages</TD>
<TD WIDTH="39%" VALIGN="TOP">
<P>[ ** ] basis points<BR>
( [ ** ] percent)</TD>
</TR>
<TR><TD WIDTH="61%" VALIGN="TOP">
<P>30-year Fixed-rate Mortgages</TD>
<TD WIDTH="39%" VALIGN="TOP">
<P>[ ** ] basis points<BR>
( [ ** ] percent)</TD>
</TR>
</TABLE>
</CENTER></P>

<P ALIGN="JUSTIFY">These Required Spreads reflect Seller's participation in
Freddie Mac's Gold Remittance Cycle.</P>
<P ALIGN="JUSTIFY">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>Special Mortgage Provisions</LI></P>
<OL>

</B><P ALIGN="JUSTIFY"><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 Mac pursuant to the Enhanced AOT Offering
is true, correct and complete in all respects.</LI></P>
<U><P ALIGN="JUSTIFY"><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></P>
<U><P ALIGN="JUSTIFY"><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></P></OL>

<B><U><P ALIGN="CENTER"><LI>Additional Special Provisions for this Master
Commitment</LI></P>
<OL>

</B><P ALIGN="JUSTIFY"><LI>Use of Accept Plus Documentation</LI></P>
</U><P ALIGN="JUSTIFY">For Mortgages that are not submitted to Loan Prospector
prior to the Note Date, but are submitted to Loan Prospector prior to sale to
Freddie Mac, Seller may originate such Mortgages using Accept Plus documentation
stated in Section 37.21.1 of the Guide, provided that:</P>
<OL TYPE="a">

<P ALIGN="JUSTIFY"><LI>each Mortgage is a fully amortizing fixed-rate Mortgage
secured by a 1 unit Primary Residence or second home;</LI></P>
<P ALIGN="JUSTIFY"><LI>each Mortgage is a purchase money Mortgage or "no cash-
out" refinance Mortgage;</LI></P>
<P ALIGN="JUSTIFY"><LI>for each Mortgage, Seller obtains and uses FICO scores in
accordance with Section 37.5 of the Guide, and the minimum Indicator score for
each Mortgage is:</LI></P>
<OL TYPE="i">

<P ALIGN="JUSTIFY"><LI>720 for Mortgages with LTV ratios equal to or less than
75 percent; and</LI></P>
<P ALIGN="JUSTIFY"><LI>750 for Mortgages with LTV ratios greater than 75 percent
but not greater than 90 percent;</LI></P></OL>

<P ALIGN="JUSTIFY"><LI>each such Mortgage, when submitted to Loan Prospector,
receives a Risk Classification of Accept;</LI></P>
<P ALIGN="JUSTIFY"><LI>Seller is not required to follow the documentation
requirements in the following sections of the Loan Prospector Feedback
Certificate:</LI></P>

<UL>
<P ALIGN="JUSTIFY"><LI>Documentation guidelines</LI></P>
<P ALIGN="JUSTIFY"><LI>Employment information</LI></P>
<P ALIGN="JUSTIFY"><LI>Asset information</LI></P>
</UL>

<P ALIGN="JUSTIFY">Instead, Seller must obtain the Accept Plus documentation
required by Section 37.21.1, except that:</P>

<OL TYPE="i">
<P ALIGN="JUSTIFY"><LI>notwithstanding the provisions of Section 37.21.1(a)
relating to self-employed Borrowers, Seller must confirm the existence of the
Borrower's business through an independent third party;</LI></P>
<P ALIGN="JUSTIFY"><LI>notwithstanding the provisions of Section 37.21.1(b)
relating to the sale of real property, Seller may disregard the PITI on the
Borrower's previous residence if Borrower provides either an executed sales
contract for the previous residence, or a listing agreement for the previous
residence; and</LI></P>
<P ALIGN="JUSTIFY"><LI>notwithstanding the provisions of Section 37.21.1(b)
relating to reserves, Seller need not verify reserves that are entered into Loan
Prospector;</LI></P>
</OL>

<P ALIGN="JUSTIFY"><LI>Seller may deliver Mortgages under this provision until
the later of 12 months from October 31, 2002 or the delivery of Mortgages with
an aggregate unpaid principal balance of $300 million, whichever first
occurs;</LI></P>
<P ALIGN="JUSTIFY"><LI>in connection with the delivery of each such Mortgage,
Seller must enter '"345" in the special characteristics code field on the Form
11 - Mortgage Submission Schedule; and</LI></P>
<P ALIGN="JUSTIFY"><LI>upon 90-days prior written notice to Seller, Freddie Mac
may modify some or all of the conditions of this special underwriting provision,
including, among other things, adding a condition requiring Seller to pay a
delivery fee in connection with the sale of any such Mortgage to Freddie
Mac.</LI></P>
</OL>

<U><P ALIGN="JUSTIFY"><LI>Wholesale Home Mortgages Not Eligible for
Sale</LI></P></U>
</OL>

<P ALIGN="JUSTIFY">Wholesale Home Mortgages, as defined in the Guide, are
not eligible for sale to Freddie Mac pursuant to this Agreement.</P>


<B><U><P ALIGN="CENTER"><LI>Concluding Provisions</LI></P>
</B></U><P ALIGN="JUSTIFY">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>Signature and Return</LI></P></OL>

</B></U><P ALIGN="JUSTIFY">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>May&nbsp;14, 2002</B>,
to:</P><DIR>
<DIR>

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

<P ALIGN="JUSTIFY">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 ALIGN="JUSTIFY">FEDERAL HOME LOAN MORTGAGE CORPORATION</P><DIR>

</B><P>By:_______________________<BR>
David H. Stevens<BR>
Senior Vice President - General Manager<BR>
Community Leading</P></DIR>

<B><P ALIGN="JUSTIFY">E-LOAN, INC</P>
</B><P ALIGN="JUSTIFY">By:________________________</P>
<P ALIGN="JUSTIFY">Name:__________________________</P>
<P ALIGN="JUSTIFY">Title:_________________________</P>
<P ALIGN="JUSTIFY">Date:_________________________</P>

<br>
<br>
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<HR WIDTH="85%">
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<br>
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<FONT SIZE="3" COLOR="#0000FF"><P ALIGN="RIGHT">
                                                       *Confidential Treatment Requested </FONT>

<B><U><P ALIGN="CENTER">EXHIBIT A</P>
<P ALIGN="CENTER">TRI-PARTY ENHANCED AOT AGREEMENT</P>
</B></U><P ALIGN="JUSTIFY">This Agreement is made by and among [ORIGINATOR],
S/S# [ORIGINATOR'S SELLER NUMBER] ("Originator"), Wells Fargo Home Mortgage,
Inc., S/S# [ ** ] ("Direct Seller"), and the Federal Home Loan Mortgage
Corporation ("Freddie Mac"), this [DAY] day of [MONTH, YEAR] (the
"Agreement").</P>


<P ALIGN="JUSTIFY">1.&#9;<U>RECITALS</P>
<DIR>
<DIR>
<DIR>

</U><P ALIGN="JUSTIFY">(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 ALIGN="JUSTIFY">(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 such Mortgages to
Freddie Mac;</P>
<P ALIGN="JUSTIFY">(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 ALIGN="JUSTIFY">(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 ALIGN="JUSTIFY">(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>
</DIR>

<P ALIGN="JUSTIFY">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 ALIGN="JUSTIFY">1.&#9;The Recitals are true and correct.</P>
<P ALIGN="JUSTIFY">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 as 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 ALIGN="JUSTIFY">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 ALIGN="JUSTIFY">4.&#9;Direct Seller acknowledges and agrees that Originator
has reserved the right to agree to amendments to Originator's Purchase
Documents, from time to time.</P>
<P ALIGN="JUSTIFY">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 ALIGN="JUSTIFY">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 no 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 ALIGN="JUSTIFY">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 ALIGN="JUSTIFY">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 ALIGN="JUSTIFY">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 ALIGN="JUSTIFY">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 ALIGN="JUSTIFY">11.&#9;Originator represents and warrants to Direct Seller
and their successor and/or assign 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 ALIGN="JUSTIFY">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: (1) is the intended beneficiary of
Originator's representations and warranties under the Originator's Purchase
Documents and this Agreement; and (ii) 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
representations and warranties shall vest on the Settlement Date.</P>
<P ALIGN="JUSTIFY">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 ALIGN="JUSTIFY">14.&#9;Originator, Direct Seller and Freddie Mac agree that
as of the Settlement Date:</P><DIR>
<DIR>

<P ALIGN="JUSTIFY">(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 provision of the Originator Purchase Documents to the
contrary, Originator shall remain solely responsible for all such
representations, warranties, covenants, and requirements until Freddie Mac
specifically and expressly releases Originator in writing;</P>
<P ALIGN="JUSTIFY">(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
representations, warranties and covenants made hereunder; and</P>
<P ALIGN="JUSTIFY">(iii)&#9;Direct Seller shall be fully responsible for: (A)
all servicing representations, warranties, covenants and requirements under the
Direct Seller's Purchase Documents; and (B) the representations, warranties and
covenants made hereunder.</P></DIR>
</DIR>

<P ALIGN="JUSTIFY">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 ALIGN="JUSTIFY">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 ALIGN="JUSTIFY">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 ALIGN="JUSTIFY">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 untrue, Freddie Mac may, at its option
and in its sole discretion, exercise any of its remedies at law or under the
applicable Purchase Documents, 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 ALIGN="JUSTIFY">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>
<P ALIGN="JUSTIFY">20.&#9;Notices shall be sent, faxed or electronically
transmitted as follows:</P><DIR>
<DIR>

<P ALIGN="JUSTIFY">(a)&#9;To Originator:</P>
<P>[CONTACT]<BR>
[TITLE]<BR>
[ORIGINATOR NAME]<BR>
[ADDRESS]<BR>
[CITY, STATE ZIP]</P>
<P ALIGN="JUSTIFY">(b)&#9;To Direct Seller:</P>
<P>Ms. Mary Blue<BR>
Senior Vice President<BR>
Wells Fargo Home Mortgage, Inc.<BR>
100 South 5th Street<BR>
Minneapolis, MN 55402</P>
<P ALIGN="JUSTIFY">(c)&#9;To Freddie Mac:</P>
<P>Joel VanRyckeghen<BR>
Vice President, Sales<BR>
<U>Freddie Mac</U><BR>
21700 Oxnard Street, Suite 2900<BR>
Woodland Hills, CA 91367</P></DIR>
</DIR>

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

<P ALIGN="JUSTIFY">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>
<B><P ALIGN="JUSTIFY">FEDERAL HOME LOAN MORTGAGE CORPORATION</P><DIR>

</B><P>By:______________________<BR>
David H. Stevens<BR>
Senior Vice President - General Manager<BR>
Community Lending</P></DIR>

<B><P ALIGN="JUSTIFY">[ORIGINATOR]</P>
</B><P ALIGN="JUSTIFY">By: ____________________</P>
    <P ALIGN="JUSTIFY">Type Name: _____________&#9;</P>
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     <P ALIGN="JUSTIFY">Title: _________________</P>
     <P ALIGN="JUSTIFY">Date: ______________&#9;</P>


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