Common use of Initial and Subsequent Advances Clause in Contracts

Initial and Subsequent Advances. The making of each Advance (including any Advance on or after the Effective Date) is subject to the satisfaction of the following conditions precedent: (a) No Cash Sweep Period, Event of Default, Default under either Section 8(a) or (b) or any other material Default not reasonably susceptible to cure within the applicable cure period shall have occurred and be continuing. (b) Borrower shall have certified to Administrative Agent in writing the acquisition cost of the related Eligible Assets (including therein reasonable supporting documentation required by Administrative Agent, if any); (c) The representations and warranties made in Section 6 hereof and in each of the other Loan Documents shall be true and correct on and as of the date of the making of such Advance in all material respects with the same force and effect as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date). (d) The Outstanding Principal Amount shall not, after giving effect to such Advance, exceed the lesser of the Borrowing Base and the Maximum Loan Amount. (e) Custodian shall have issued an Eligible Asset File Receipt applicable to the Eligible Assets with respect to which a transfer of funds has been proposed. (f) With respect to each Eligible Asset included in the Borrowing Base that is subject to a security interest (including any precautionary security interest) immediately prior to the Funding Date, Administrative Agent shall have received documentation reasonably acceptable to Administrative Agent evidencing the release of the security interest for such Eligible Asset that is duly executed by the related secured party and the related Borrower; (g) With respect to the initial Advance, to extent invoiced at least two Business Days prior to the Effective Date, all reasonable and documented out-of-pocket costs and expenses (including attorneys’ fees and expenses) of each Agent. (h) Except to the extent waived by Administrative Agent in its sole discretion, Borrower shall deliver or cause to be delivered on or prior to the related Funding Date, the following items to the extent applicable, (i) to the Custodian, with respect to each Eligible Asset which is (or shall in the future be) represented by a physical certificate (including those issued electronically under the applicable state law) and is not in book entry form, the original physical certificate (or a statutorily authorized duplicate if the original certificate is lost or destroyed) issued in the name of the Designated Title Holder, together with a receipt, list or other document (which may be a photocopy or facsimile) issued by the applicable taxing authority indicating that the Designated Title Holder is the record holder on such taxing authority’s record of Tax Liens sold; provided, that, notwithstanding the foregoing, for purposes of the determination of whether an Eligible Asset File is sufficiently complete such that a Funding Date, as applicable, may occur, in jurisdictions in which an Eligible Asset shall in the future be represented by a physical certificate, a Funding Date, as applicable, may occur following the delivery to the Custodian of an initial receipt from the applicable taxing authority with sufficient information for the Custodian to verify ownership of such Eligible Asset in the name of the Designated Title Holder which initial receipt will be supplemented in the future by the delivery of the physical certificate; and (ii) to the Custodian, with respect to each Eligible Asset that is a tax certificate or tax deed (including those issued electronically under the applicable state law) in book entry form (and not represented by a physical certificate), the receipt, list or other document (which may be a photocopy or facsimile) issued by the applicable taxing authority of the state indicating that the Designated Title Holder is the record holder on such taxing authority’s record of Tax Liens sold. Each request for a borrowing by Borrower hereunder shall constitute a certification by Borrower that all of the conditions precedent set forth in this Section 5.02 have been satisfied in full.

Initial and Subsequent Advances. The making of each Advance to the Borrowers (including the initial Advance) on any Advance on or after the Effective Date) Business Day is subject to the satisfaction of the following further conditions precedent, both immediately prior to the making of such Advance and also after giving effect thereto and to the intended use thereof: (a) No Cash Sweep Period, no Default or Event of Default, Default under either Section 8(a) or (b) or any other material Default not reasonably susceptible to cure within the applicable cure period shall have occurred and be continuing.continuing or would be created by the making of such Advance; (b) Borrower shall have certified both immediately prior to Administrative Agent in writing the acquisition cost making of such Advance and also after giving effect thereto and to the related Eligible Assets (including therein reasonable supporting documentation required by Administrative Agentintended use thereof, if any); (c) The the representations and warranties made by the Borrowers in Section 6 hereof hereof, and in each of the other Loan Documents Documents, shall be true and correct complete on and as of the date of the making of such Advance in all material respects (in the case of the representations and warranties in Section 6.24 and Schedule 1, solely with respect to Mortgage Loans included in the Borrowing Base) with the same force and effect as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date).. At the request of the Lender, the Lender shall have received an officer's certificate signed by a Responsible Officer of the applicable Borrower certifying as to the truth and accuracy of the above, which certificate shall specifically include a statement that such Borrower is in compliance with all governmental licenses and authorizations and is qualified to do business and in good standing in all required jurisdictions; (c) The Pledged Securities shall have been delivered to Lender or its agent and registered in the name of the Lender or with all necessary documents to re-register such Pledged Securities in the name of the Lender; (d) The Outstanding Principal Amount the aggregate outstanding principal amount of the Advances shall not, after giving effect to such Advance, not exceed the lesser of the Borrowing Base and the Maximum Loan Amount.Base; (e) Custodian subject to the Lender's right to perform one or more Due Diligence Reviews pursuant to Section 10.16 hereof, the Lender shall have issued an Eligible Asset File Receipt applicable completed its due diligence view of the Mortgage Loan Documents for each Advance and such other documents, records, agreements, instruments, mortgaged properties or information relating to such Advances and the Borrowers as the Lender in its reasonable discretion deems appropriate to review and such review shall be satisfactory to the Eligible Assets with respect to which a transfer of funds has been proposed.Lender in its reasonable discretion; (f) With respect to each Eligible Asset included in the Borrowing Base that is subject to a security interest (including any precautionary security interest) immediately prior to the Funding Date, Administrative Agent Lender shall have received documentation reasonably acceptable to Administrative Agent evidencing the release a Notice of the security interest for such Eligible Asset that is duly executed by the related secured party Borrowing and the related BorrowerPledge, Loan List and Mortgage Loan Data Transmission and all other documents required under Section 2.03; (g) With the Lender shall have received from the Custodian a Custodian Loan Transmission and one or more Trust Receipts in respect of Mortgage Loans to be pledged hereunder on such Business Day and an Exception Report, in each case dated such Business Day and duly completed; (h) if any Mortgage Loans to be pledged hereunder were acquired by the Borrowers, such Mortgage Loans shall conform to the Underwriting Guidelines or the Lender shall have received Underwriting Guidelines for such Mortgage Loans acceptable to the Lender in its reasonable discretion; (i) the Lender shall have received all information requested from the Borrowers relating to Interest Rate Protection Agreements pursuant to Section 7.24, and the Lender shall have reasonably determined that such Interest Rate Protection Agreements adequately protect the Borrowers from interest rate fluctuations; (j) the Lender shall have received, no later than 10:00 a.m. three (3) days prior to the requested Funding Date, an Instruction Letter, executed by the applicable Borrower, with the related Servicing Agreement (as defined in Section 10.15(c)) attached thereto, which such Servicing Agreement shall be in form and substance acceptable to Lender; (k) the following documents shall have been delivered to the Lender with respect to the initial AdvancePledged Securities: (i) the original documents described in Sections 4.01(e) and (f) hereof, (ii) a copy of the executed Pooling and Servicing Agreement governing the Pledged Securities and/or any supplements thereto, each certified by Aames Capital or the Trustee or master servicer under such Pooling and Servicing Agreement as a true, correct and complete copy of the original, and all ancillary documents required to extent invoiced at least be delivered to the certificateholders under such Pooling and Servicing Agreement, and (iii) copies of distribution statements delivered by the Trustee for two Business Days months prior to the month in which the related Request for Borrowing is made, if any, certified by the applicable servicer or master servicer as true and correct; and (l) with respect to making any Tranche A Advances or Tranche C Advances, if at any time after the Effective Date, all reasonable and documented out-of-pocket costs and expenses (including attorneys’ fees and expenses) of each Agent. (h) Except either Borrower shall have materially amended or modified its Underwriting Guidelines, such Borrower shall have delivered to the extent waived by Administrative Agent in its sole discretion, Borrower shall deliver or cause to be delivered on or prior to the related Funding Date, the following items to the extent applicable, (i) to the Custodian, with respect to each Eligible Asset which is (or shall in the future be) represented by Lender a physical certificate (including those issued electronically under the applicable state law) and is not in book entry form, the original physical certificate (or a statutorily authorized duplicate if the original certificate is lost or destroyed) issued in the name of the Designated Title Holder, together with a receipt, list or other document (which may be a photocopy or facsimile) issued by the applicable taxing authority indicating that the Designated Title Holder is the record holder on such taxing authority’s record of Tax Liens sold; provided, that, notwithstanding the foregoing, for purposes of the determination of whether an Eligible Asset File is sufficiently complete such that a Funding Date, as applicable, may occur, in jurisdictions in which an Eligible Asset shall in the future be represented by a physical certificate, a Funding Date, as applicable, may occur following the delivery to the Custodian of an initial receipt from the applicable taxing authority with sufficient information for the Custodian to verify ownership copy of such Eligible Asset amended or modified Underwriting Guidelines and the Lender shall have consented in the name of the Designated Title Holder which initial receipt will be supplemented in the future by the delivery of the physical certificate; and (ii) writing to the Custodian, with respect to each Eligible Asset that is a tax certificate such material amendment or tax deed (including those issued electronically under the applicable state law) in book entry form (and not represented by a physical certificate), the receipt, list or other document (which may be a photocopy or facsimile) issued by the applicable taxing authority of the state indicating that the Designated Title Holder is the record holder on such taxing authority’s record of Tax Liens soldmodification. Each request for a borrowing by either Borrower hereunder shall constitute a certification by such Borrower that all of to the conditions precedent effect set forth in this Section 5.02 (both as of the date of such notice, request or confirmation and as of the date of such borrowing). Notwithstanding any other terms and conditions of this Warehouse Agreement, Aames Funding shall not be required to satisfy any conditions precedent other than those provided in Section 5.01(a), 5.01(b)(i) and 5.01(b)(ii) until such date as Aames Funding shall request an Advance hereunder, at which time it shall be a condition precedent to the Lender making such Advance that Aames Funding shall have been satisfied in fullall conditions provided herein.

Initial and Subsequent Advances. The Subject to the terms and provisions of the Post-Closing Agreement, the making of each Advance (including any Advance on or after to the Effective Date) Borrower as provided for under this Loan Agreement is subject to the satisfaction following further conditions precedent both immediately prior to the making of such Advance and also after giving effect thereto and to the following conditions precedentintended use thereof: (a) No Cash Sweep Period, no Default or Event of Default, Default under either Section 8(a) or (b) or any other material Default not reasonably susceptible to cure within the applicable cure period shall have occurred and be continuing.; (b) Borrower shall have certified both immediately prior to Administrative Agent in writing the acquisition cost making of such Advance and also after giving effect thereto and to the related Eligible Assets (including therein reasonable supporting documentation required by Administrative Agentintended use thereof, if any); (c) The the representations and warranties made by each Loan Party in Section 6 hereof hereof, and by each Loan Party in each of the other Loan Documents Documents, shall be true and correct complete on and as of the date of the making of such Advance in all material respects with the same force and effect as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date).. At the request of the Lender, the Lender shall have received an officer’s certificate signed by a Responsible Officer of the Borrower certifying as to the truth and accuracy of the above, which certificate shall be in form and substance acceptable to the Lender in its sole, reasonable discretion; (c) the aggregate principal amount of the Advances funded hereunder shall not exceed the Maximum Loan Amount; (d) The Outstanding Principal Amount subject to the Lender’s right to perform one or more Due Diligence Reviews pursuant to Section 10.15 hereof, the Lender shall nothave completed its due diligence review of such documents, after giving effect records, agreements, instruments, mortgaged properties or information relating to such Advance, exceed Advance as the lesser of Lender in its reasonable discretion deems appropriate to review and such review shall be satisfactory to the Borrowing Base and the Maximum Loan Amount.Lender in its reasonable discretion; (e) Custodian the Lender shall have issued an Eligible Asset File Receipt applicable to the Eligible Assets with respect to which received a transfer Notice of funds has been proposed.Borrowing and all other documents required under Section 2.03; (f) With respect to each Eligible Asset included in the Borrowing Base that is subject to a security interest (including any precautionary security interest) immediately prior to the Funding Date, Administrative Agent Lender shall have received documentation reasonably acceptable to Administrative Agent evidencing the release following documents, each of the security interest for such Eligible Asset that is duly executed by the related secured party and the related Borrower; (g) With respect which shall be satisfactory to the initial Advance, to extent invoiced at least two Business Days prior to the Effective Date, all reasonable Lender in form and documented out-of-pocket costs and expenses (including attorneys’ fees and expenses) of each Agent. (h) Except to the extent waived by Administrative Agent in its sole discretion, Borrower shall deliver or cause to be delivered on or prior to the related Funding Date, the following items to the extent applicable, (i) to the Custodian, with respect to each Eligible Asset which is (or shall in the future be) represented by a physical certificate (including those issued electronically under the applicable state law) and is not in book entry form, the original physical certificate (or a statutorily authorized duplicate if the original certificate is lost or destroyed) issued in the name of the Designated Title Holder, together with a receipt, list or other document (which may be a photocopy or facsimile) issued by the applicable taxing authority indicating that the Designated Title Holder is the record holder on such taxing authority’s record of Tax Liens sold; provided, that, notwithstanding the foregoing, for purposes of the determination of whether an Eligible Asset File is sufficiently complete such that a Funding Date, as applicable, may occur, in jurisdictions in which an Eligible Asset shall in the future be represented by a physical certificate, a Funding Date, as applicable, may occur following the delivery to the Custodian of an initial receipt from the applicable taxing authority with sufficient information for the Custodian to verify ownership of such Eligible Asset in the name of the Designated Title Holder which initial receipt will be supplemented in the future by the delivery of the physical certificate; and (ii) to the Custodian, with respect to each Eligible Asset that is a tax certificate or tax deed (including those issued electronically under the applicable state law) in book entry form (and not represented by a physical certificate), the receipt, list or other document (which may be a photocopy or facsimile) issued by the applicable taxing authority of the state indicating that the Designated Title Holder is the record holder on such taxing authority’s record of Tax Liens sold. Each request for a borrowing by Borrower hereunder shall constitute a certification by Borrower that all of the conditions precedent set forth in this Section 5.02 have been satisfied in full.substance:

Initial and Subsequent Advances. The Subject to the amendments, restatements, supplements or other modifications in Section 5.02 of Appendix A and the terms and provisions of the Post-Closing Letter Agreement, the making of each Advance to the Borrower (including any Advance the initial Advance) on or after the Effective Date) each Funding Date is subject to the satisfaction following further conditions precedent both immediately prior to the making of such Advance and also after giving effect thereto and to the following conditions precedentintended use thereof: (a) No Cash Sweep Period, no Default or Event of Default, Default under either Section 8(a) or (b) or any other material Default not reasonably susceptible to cure within the applicable cure period shall have occurred and be continuing.; (b) Borrower shall have certified both immediately prior to Administrative Agent in writing the acquisition cost making of such Advance and also after giving effect thereto and to the related Eligible Assets (including therein reasonable supporting documentation required by Administrative Agentintended use thereof, if any); (c) The the representations and warranties made by each Loan party in Section 6 hereof hereof, and by each Loan Party in each of the other Loan Documents Documents, shall be true and correct complete on and as of the date of the making of such Advance in all material respects with the same force and effect as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date). At the request of the Lender, the Lender shall have received an officer’s certificate signed by a Responsible Person of the Borrower certifying as to the truth and accuracy of the above, which certificate shall be in form and substance acceptable to the Lender in its sole, reasonable discretion.; (c) the aggregate principal amount of the Advances funded hereunder shall not exceed the Maximum Loan Amount; (d) The Outstanding Principal Amount subject to the Lender’s right to perform one or more Due Diligence Reviews pursuant to Section 11.16 hereof, the Lender shall nothave completed its due diligence review of such documents, after giving effect records, agreements, instruments, mortgaged properties or information relating to such Advance, exceed Advance as the lesser of Lender in its reasonable discretion deems appropriate to review and such review shall be satisfactory to the Borrowing Base and the Maximum Loan Amount.Lender in its reasonable discretion; (e) Custodian the Lender shall have issued an Eligible Asset File Receipt applicable to the Eligible Assets with respect to which received a transfer Notice of funds has been proposed.Borrowing and all other documents required under Section 2.03; (f) With respect to each Eligible Asset included the Lender shall have determined that all actions necessary or, in the Borrowing Base that is subject opinion of the Lender, desirable to a security maintain the Lender’s perfected interest in the Facility Collateral have been taken (including any precautionary security interest) immediately prior to after-acquired Facility Collateral), including, without limitation, duly filed Uniform Commercial Code financing statements on Form UCC-1, duly filed liens with the Funding Date, Administrative Agent shall have received documentation reasonably acceptable to Administrative Agent evidencing the release of the security interest for such Eligible Asset that is duly executed by the related secured party United States Copyright Office and the related BorrowerUnited States Patent and Trademark Office, and duly recorded Mortgages; (g) With respect the Borrower shall have paid to the initial Advance, to extent invoiced at least two Business Days prior Lender all fees and expenses owed to the Effective DateLender, all including without limitation, reasonable attorney’s fees, in accordance with this Loan Agreement and documented out-of-pocket costs and expenses (including attorneys’ fees and expenses) of each Agent.any other Loan Document; (h) Except to the extent waived Lender or its designee shall have received any other documents reasonably requested by Administrative Agent in its sole discretion, the Lender and the Borrower shall deliver or cause to be delivered on or prior to the related Funding Date, the following items to the extent applicable,have provided such documents within a reasonable period of time after such request; and (i) each Loan Party shall have performed (to the Custodiansatisfaction of the Lender) all other conditions to the making of an Advance requested by the Lender, including, without limitation, compliance in all respects with respect the terms and conditions of the Post-Closing Letter Agreement. (j) in the event that the Loan Parties were unable to obtain the necessary waivers, amendments, approvals and consents described in Section 5.01(l), each Eligible Asset which is Monday (or shall in the future be) represented by a physical certificate (including those issued electronically under the applicable state law) and if such day is not in book entry forma Business Day, the original physical certificate (or a statutorily authorized duplicate if the original certificate is lost or destroyed) issued in the name of the Designated Title Holder, together with a receipt, list or other document (which may be a photocopy or facsimile) issued by the applicable taxing authority indicating that the Designated Title Holder is the record holder on such taxing authority’s record of Tax Liens sold; provided, that, notwithstanding the foregoing, for purposes of the determination of whether an Eligible Asset File is sufficiently complete such that a Funding Date, as applicable, may occur, in jurisdictions in which an Eligible Asset shall in the future be represented by a physical certificate, a Funding Date, as applicable, may occur following the delivery to the Custodian of an initial receipt from the applicable taxing authority with sufficient information for the Custodian to verify ownership of such Eligible Asset in the name of the Designated Title Holder which initial receipt will be supplemented in the future by the delivery of the physical certificate; and (ii) to the Custodian, with respect to each Eligible Asset that is a tax certificate or tax deed (including those issued electronically under the applicable state law) in book entry form (and not represented by a physical certificatenext succeeding Business Day), the receiptBorrower shall deliver to the Lender a weekly status report, list or other document (which may be commencing with the week of January 5, 2009, identifying each holder of a photocopy or facsimile) issued Senior Lien and each Senior Lien Lender, and the actions taken by the applicable taxing authority of the state indicating that the Designated Title Holder is the record holder on Loan Parties to obtain such taxing authority’s record of Tax Liens soldnecessary waivers, amendments, approvals, and consents. Each request for a borrowing by the Borrower hereunder shall constitute a certification by the Borrower that all of to the conditions precedent effect set forth in this Section 5.02 have been satisfied in full(both as of the date of such notice, request or confirmation and as of the date of such borrowing).

Initial and Subsequent Advances. The making of each Advance to theBorrower (including the initial Advance) on any Advance on or after the Effective Date) Business Day is subject to the satisfaction of the following further conditions precedent, both immediately prior to the making of such Advance and also after giving effect thereto and to the intended use thereof: (a) No Cash Sweep Period, no Default or Event of Default, Default under either Section 8(a) or (b) or any other material Default not reasonably susceptible to cure within the applicable cure period shall have occurred and be continuing.; (b) Borrower shall have certified both immediately prior to Administrative Agent in writing the acquisition cost making of such Advance and also after giving effect thereto and to the related Eligible Assets (including therein reasonable supporting documentation required by Administrative Agentintended use thereof, if any); (c) The the representations and warranties made by the Borrower in Section 6 hereof hereof, and in each of the other Loan Documents Documents, shall be true and correct complete on and as of the date of the making of such Advance in all material respects (in the case of the representations and warranties in Section 6.23 and Schedule 1, solely with respect to Mortgage Loans included in the Borrowing Base) with the same force and effect as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date).. At the request of the Lender, the Lender shall have received an officer’s certificate signed by a Responsible Officer of the Borrower certifying as to the truth and accuracy of the above, which certificate shall specifically include a statement that the Borrower is in compliance with all governmental licenses and authorizations and is qualified to do business and in good standing in all required jurisdictions; (c) the aggregate outstanding principal amount of the Advances shall not exceed the Borrowing Base or the Maximum Credit; (d) The Outstanding Principal Amount subject to the Lender’s right to perform one or more Due Diligence Reviews pursuant to Section 11.16 hereof, the Lender shall nothave completed its due diligence review of the Mortgage Loan Documents for each Advance and such other documents, after giving effect records, agreements, instruments, mortgaged properties or information relating to such Advance, exceed Advances as the lesser of Lender in its reasonable discretion deems appropriate to review and such review shall be satisfactory to the Borrowing Base and the Maximum Loan Amount.Lender in its reasonable discretion; (e) Custodian the Lender shall have issued an Eligible Asset File Receipt applicable to the Eligible Assets with respect to which received a transfer Notice of funds has been proposed.Borrowing and Pledge, Loan List and Mortgage Loan Data Transmission and all other documents required under Section 2.03; (f) With respect to each Eligible Asset included in the Borrowing Base that is subject to a security interest (including any precautionary security interest) immediately prior to the Funding Date, Administrative Agent Lender shall have received documentation reasonably acceptable from the Custodian a Custodian Loan Transmission and one or more Trust Receipts in respect of Mortgage Loans to Administrative Agent evidencing the release of the security interest for be pledged hereunder on such Eligible Asset that is Business Day and an Exception Report, in each case dated such Business Day and duly executed by the related secured party and the related Borrowercompleted; (g) With respect in the event that the Mortgage Loans to be pledged would cause the aggregate outstanding principal balance of Mortgage Loans pledged secured by Mortgaged Property from any state to exceed 10% of the aggregate outstanding principal balance of Mortgage Loans pledged hereunder, then (unless the related Mortgage Loan Documents used by the Borrower in such state are on ▇▇▇▇▇▇ ▇▇▇ and ▇▇▇▇▇▇▇ Mac approved forms) the Borrower shall, upon request by the Lender, deliver an opinion of counsel acceptable to the initial AdvanceLender in such state, to extent invoiced at least two Business Days prior to substantially in the Effective Date, all reasonable form of items number 12 and documented out-of-pocket costs and expenses (including attorneys’ fees and expenses) 13 of each Agent.Exhibit C; (h) Except with respect to any Mortgage Loan that was funded in the extent waived name of or acquired by Administrative Agent a Qualified Originator which is an Affiliate of the Borrower, the Lender may, in its sole discretion, require the Borrower shall deliver or cause to be delivered on or prior provide evidence sufficient to satisfy the Lender that such Mortgage Loan was acquired in a legal sale, including without limitation, an opinion, in form and substance and from an attorney, in both cases, acceptable to the related Funding DateLender in its sole discretion, the following items to the extent applicable,that such Mortgage Loan was acquired in a legal sale; (i) none of the following shall have occurred and/or be continuing: (i) an event or events resulting in the inability of the Lender to finance any Advances with traditional counterparties at rates which would have been reasonable prior to the Custodian, with respect to each Eligible Asset occurrence of such catastrophic event or events or a material adverse change in the financial condition of the Lender which is affects (or shall can reasonably be expected to affect) materially and adversely the ability of the Lender to fund its obligations under or otherwise comply with the terms of this Loan Agreement; or (ii) any other event beyond the control of the Lender which the Lender reasonably determines may result in the future be) represented by a physical certificate (including those issued electronically Lender’s inability to perform its obligations under the applicable state law) and is not in book entry formthis Loan Agreement including, the original physical certificate (without limitation, acts of God, strikes, lockouts, riots, acts of war or a statutorily authorized duplicate if the original certificate is lost or destroyed) issued in the name of the Designated Title Holderterrorism, together with a receiptepidemics, list nationalization, expropriation, currency restrictions, fire, communication line failures, computer viruses, power failures, earthquakes, or other document disasters of a similar nature to the foregoing. (which may j) if any Mortgage Loans to be a photocopy or facsimile) issued pledged hereunder were acquired by the applicable taxing authority indicating that the Designated Title Holder is the record holder on Borrower, such taxing authority’s record of Tax Liens sold; provided, that, notwithstanding the foregoing, for purposes of the determination of whether an Eligible Asset File is sufficiently complete such that a Funding Date, as applicable, may occur, in jurisdictions in which an Eligible Asset Mortgage Loans shall in the future be represented by a physical certificate, a Funding Date, as applicable, may occur following the delivery conform to the Custodian of an initial receipt Borrower’s Underwriting Guidelines or the Lender shall have received Underwriting Guidelines for such Mortgage Loans acceptable to the Lender in its reasonable discretion; (k) the Lender shall have received all information requested from the applicable taxing authority with sufficient information for Borrower relating to Interest Rate Protection Agreements pursuant to Section 7.25, and the Custodian to verify ownership of Lender shall have reasonably determined that such Eligible Asset in Interest Rate Protection Agreements adequately protect the name of the Designated Title Holder which initial receipt will be supplemented in the future by the delivery of the physical certificateBorrower from interest rate fluctuations; and (iil) the Lender shall have received, no later than 10:00 a.m. three (3) days prior to the Custodianrequested Funding Date, an Instruction Letter, executed by the Borrower, with respect the related Servicing Agreement (as defined in Section 11.15(c)) attached thereto, which such Servicing Agreement shall be in form and substance acceptable to each Eligible Asset that is a tax certificate or tax deed (including those issued electronically under the applicable state law) in book entry form (and not represented by a physical certificate), the receipt, list or other document (which may be a photocopy or facsimile) issued by the applicable taxing authority of the state indicating that the Designated Title Holder is the record holder on such taxing authority’s record of Tax Liens soldLender. Each request for a borrowing by the Borrower hereunder shall constitute a certification by the Borrower that all of to the conditions precedent effect set forth in this Section 5.02 have been satisfied in full(both as of the date of such notice, request or confirmation and as of the date of such borrowing).

Initial and Subsequent Advances. The making of each Advance to the Borrower (including the initial Advance) on any Advance on or after the Effective Date) Business Day is subject to the satisfaction of the following further conditions precedent, both immediately prior to the making of such Advance and also after giving effect thereto and to the intended use thereof: (a) No Cash Sweep Period, no Default or Event of Default, Default under either Section 8(a) or (b) or any other material Default not reasonably susceptible to cure within the applicable cure period shall have occurred and be continuing.; (b) Borrower shall have certified both immediately prior to Administrative Agent in writing the acquisition cost making of such Advance and also after giving effect thereto and to the related Eligible Assets (including therein reasonable supporting documentation required by Administrative Agentintended use thereof, if any); (c) The the representations and warranties made by the Borrower in Section 6 hereof hereof, and in each of the other Loan Documents Documents, shall be true and correct complete on and as of the date of the making of such Advance and on and as of each date thereafter until the Termination Date in all material respects (in the case of the representations and warranties in Schedule 1 and Schedule 6, solely with respect to Eligible Contracts included in the Borrowing Base) with the same force and effect as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date).. At the request of the Lender, the Lender shall have received an officer's certificate signed by a Responsible Officer of the Borrower certifying as to the truth and accuracy of the above, which certificate shall specifically include a statement that the Borrower is in compliance with all governmental licenses and authorizations and is qualified to do business and in good standing in all required jurisdictions; (c) the Servicer shall have delivered the Borrowing Base Certificate for such Funding Date to the Lender pursuant to Section 2.03(c)(iv) of this Loan Agreement; (d) The Outstanding Principal Amount the aggregate outstanding principal amount of the Advances shall not, after giving effect to such Advance, not exceed the lesser of the Borrowing Base and the Maximum Loan Amount.Base; (e) subject to the Lender's right to perform one or more Due Diligence Reviews pursuant to Section 11.15 hereof, the Custodian shall have issued an Eligible Asset File Receipt applicable completed its due diligence view of the Contract Delivery Documents for each Advance and such other documents, records, agreements, instruments Financed Vehicles or information relating to such Advances as the Custodian in its reasonable discretion deems appropriate to review and such review shall be satisfactory to the Eligible Assets with respect to which a transfer of funds has been proposed.Lender in its reasonable discretion; (f) With respect to each Eligible Asset included in the Borrowing Base that is subject to a security interest (including any precautionary security interest) immediately prior to the Funding Date, Administrative Agent Lender shall have received documentation reasonably acceptable to Administrative Agent evidencing the release Notice of Borrowing Base and Pledge from the Borrower, and the Borrower shall have timely made all of the security interest for such Eligible Asset that is duly executed by deliveries under Sections 2.01, 2.02 and 2.03 of the related secured party and the related BorrowerCustodial Agreement; (g) With respect to the initial AdvanceCustodian shall have timely made all of the deliveries under Sections 3.01, to extent invoiced at least two Business Days prior to 3.02, 3.03 and 3.04 of the Effective Date, all reasonable and documented out-of-pocket costs and expenses (including attorneys’ fees and expenses) of each Agent.Custodial Agreement; and (h) Except if any Pledged Contracts were acquired by the Borrower from third parties, such Contracts shall conform to the extent waived by Administrative Agent Borrower's Underwriting Guidelines or the Lender shall have received Underwriting Guidelines for such Contracts acceptable to the Lender in its sole discretion, Borrower shall deliver or cause to be delivered on or prior to the related Funding Date, the following items to the extent applicable, (i) to the Custodian, with respect to each Eligible Asset which is (or shall in the future be) represented by a physical certificate (including those issued electronically under the applicable state law) and is not in book entry form, the original physical certificate (or a statutorily authorized duplicate if the original certificate is lost or destroyed) issued in the name of the Designated Title Holder, together with a receipt, list or other document (which may be a photocopy or facsimile) issued by the applicable taxing authority indicating that the Designated Title Holder is the record holder on such taxing authority’s record of Tax Liens sold; provided, that, notwithstanding the foregoing, for purposes of the determination of whether an Eligible Asset File is sufficiently complete such that a Funding Date, as applicable, may occur, in jurisdictions in which an Eligible Asset shall in the future be represented by a physical certificate, a Funding Date, as applicable, may occur following the delivery to the Custodian of an initial receipt from the applicable taxing authority with sufficient information for the Custodian to verify ownership of such Eligible Asset in the name of the Designated Title Holder which initial receipt will be supplemented in the future by the delivery of the physical certificate; and (ii) to the Custodian, with respect to each Eligible Asset that is a tax certificate or tax deed (including those issued electronically under the applicable state law) in book entry form (and not represented by a physical certificate), the receipt, list or other document (which may be a photocopy or facsimile) issued by the applicable taxing authority of the state indicating that the Designated Title Holder is the record holder on such taxing authority’s record of Tax Liens sold. Each request for a borrowing by the Borrower hereunder shall constitute a certification by the Borrower that all of to the conditions precedent effect set forth in this Section 5.02 have been satisfied in full(both as of the date of such notice, request or confirmation and as of the date of such borrowing).

Initial and Subsequent Advances. The making of each Advance to the Borrowers (including the initial Advance) on any Advance on or after the Effective Date) Business Day is subject to the satisfaction of the following further conditions precedent, both immediately prior to the making of such Advance and also after giving effect thereto and to the intended use thereof: (a) No Cash Sweep Period, no Default or Event of Default, Default under either Section 8(a) or (b) or any other material Default not reasonably susceptible to cure within the applicable cure period shall have occurred and be continuing.continuing or would be created by the making of such Advance; (b) Borrower shall have certified both immediately prior to Administrative Agent in writing the acquisition cost making of such Advance and also after giving effect thereto and to the related Eligible Assets (including therein reasonable supporting documentation required by Administrative Agentintended use thereof, if any); (c) The the representations and warranties made by the Borrowers in Section 6 hereof hereof, and in each of the other Loan Documents Documents, shall be true and correct complete on and as of the date of the making of such Advance in all material respects (in the case of the representations and warranties in Section 6.23 and Schedule 1, solely with respect to Mortgage Loans included in the Borrowing Base) with the same force and effect as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date).. At the request of the Lender, the Lender shall have received an officer's certificate signed by a Responsible Officer of the applicable Borrower certifying as to the truth and accuracy of the above, which certificate shall specifically include a statement that such Borrower is in compliance with all governmental licenses and authorizations and is qualified to do business and in good standing in all required jurisdictions; (c) the aggregate outstanding principal amount of the Advances shall not exceed the Borrowing Base; (d) The Outstanding Principal Amount subject to the Lender's right to perform one or more Due Diligence Reviews pursuant to Section 10.16 hereof, the Lender shall nothave completed its due diligence view of the Mortgage Loan Documents for each Advance and such other documents, after giving effect records, agreements, instruments, mortgaged properties or information relating to such Advance, exceed the lesser of the Borrowing Base Advances and the Maximum Loan Amount.Borrowers as the Lender in its reasonable discretion deems appropriate to review and such review shall be satisfactory to the Lender in its reasonable discretion; (e) Custodian the Lender shall have issued an Eligible Asset File Receipt applicable to the Eligible Assets with respect to which received a transfer Notice of funds has been proposed.Borrowing and Pledge, Loan List and Mortgage Loan Data Transmission and all other documents required under Section 2.03; (f) With respect to each Eligible Asset included in the Borrowing Base that is subject to a security interest (including any precautionary security interest) immediately prior to the Funding Date, Administrative Agent Lender shall have received documentation reasonably acceptable from the Custodian a Custodian Loan Transmission and one or more Trust Receipts in respect of Mortgage Loans to Administrative Agent evidencing the release of the security interest for be pledged hereunder on such Eligible Asset that is Business Day and an Exception Report, in each case dated such Business Day and duly executed by the related secured party and the related Borrowercompleted; (g) With if any Mortgage Loans to be pledged hereunder were acquired by the Borrowers, such Mortgage Loans shall conform to the Underwriting Guidelines or the Lender shall have received Underwriting Guidelines for such Mortgage Loans acceptable to the Lender in its reasonable discretion; (h) the Lender shall have received all information requested from the Borrowers relating to Interest Rate Protection Agreements pursuant to Section 7.24, and the Lender shall have reasonably determined that such Interest Rate Protection Agreements adequately protect the Borrowers from interest rate fluctuations; (i) the Lender shall have received, no later than 10:00 a.m. three (3) days prior to the requested Funding Date, an Instruction Letter, executed by the applicable Borrower, with the related Servicing Agreement (as defined in Section 10.15(c)) attached thereto, which such Servicing Agreement shall be in form and substance acceptable to Lender; (j) with respect to the initial Advancemaking any Tranche A Advances or Tranche B Advances, to extent invoiced if at least two Business Days prior to any time after the Effective Date, all reasonable and documented out-of-pocket costs and expenses (including attorneys’ fees and expenses) of each Agent. (h) Except either Borrower shall have materially amended or modified its Underwriting Guidelines, such Borrower shall have delivered to the extent waived by Administrative Agent in its sole discretion, Borrower shall deliver or cause to be delivered on or prior to the related Funding Date, the following items to the extent applicable, (i) to the Custodian, with respect to each Eligible Asset which is (or shall in the future be) represented by Lender a physical certificate (including those issued electronically under the applicable state law) and is not in book entry form, the original physical certificate (or a statutorily authorized duplicate if the original certificate is lost or destroyed) issued in the name of the Designated Title Holder, together with a receipt, list or other document (which may be a photocopy or facsimile) issued by the applicable taxing authority indicating that the Designated Title Holder is the record holder on such taxing authority’s record of Tax Liens sold; provided, that, notwithstanding the foregoing, for purposes of the determination of whether an Eligible Asset File is sufficiently complete such that a Funding Date, as applicable, may occur, in jurisdictions in which an Eligible Asset shall in the future be represented by a physical certificate, a Funding Date, as applicable, may occur following the delivery to the Custodian of an initial receipt from the applicable taxing authority with sufficient information for the Custodian to verify ownership copy of such Eligible Asset amended or modified Underwriting Guidelines and the Lender shall have consented in the name of the Designated Title Holder which initial receipt will be supplemented in the future by the delivery of the physical certificatewriting to such material amendment or modification; and (iik) neither of the following shall have occurred and/or be continuing: an event or events resulting in the inability of the Lender to finance any Advances with traditional counterparties at rates which would have been reasonable prior to the Custodianoccurrence of such event or events or a material adverse change in the financial condition of the Lender which affects (or can reasonably be expected to affect) materially and adversely the ability of the Lender to fund its obligations under or otherwise comply with the terms of this Loan Agreement; or any other event beyond the control of the Lender shall have occurred which the Lender reasonably determines may result in the Lender's inability to perform its obligations under this Loan Agreement including, with respect to each Eligible Asset that is a tax certificate without limitation, acts of God, strikes, lockouts, riots, acts of war or tax deed (including those issued electronically under the applicable state law) in book entry form (and not represented by a physical certificate)terrorism, the receiptepidemics, list nationalization, expropriation, currency restrictions, fire, communication line failures, computer viruses, power failures, earthquakes, or other document (which may be disasters of a photocopy or facsimile) issued by similar nature to the applicable taxing authority of the state indicating that the Designated Title Holder is the record holder on such taxing authority’s record of Tax Liens soldforegoing. Each request for a borrowing by either Borrower hereunder shall constitute a certification by such Borrower that all of to the conditions precedent effect set forth in this Section 5.02 (both as of the date of such notice, request or confirmation and as of the date of such borrowing). Notwithstanding any other terms and conditions of this Warehouse Agreement, Aames Funding shall not be required to satisfy any conditions precedent other than those provided in Section 5.01(a), 5.01(b)(i) and 5.01(b)(ii) until such date as Aames Funding shall request an Advance hereunder, at which time it shall be a condition precedent to the Lender making such Advance that Aames Funding shall have been satisfied in fullall conditions provided herein.

Initial and Subsequent Advances. The making of each Advance to the Borrowers (including the initial Advance) on any Advance on or after the Effective Date) Business Day is subject to the satisfaction of the following further conditions precedent, both immediately prior to the making of such Advance and also after giving effect thereto and to the intended use thereof: (a) No Cash Sweep Period, no Default or Event of Default, Default under either Section 8(a) or (b) or any other material Default not reasonably susceptible to cure within the applicable cure period shall have occurred and be continuing.; (b) Borrower shall have certified both immediately prior to Administrative Agent in writing the acquisition cost making of such Advance and also after giving effect thereto and to the related Eligible Assets (including therein reasonable supporting documentation required by Administrative Agentintended use thereof, if any); (c) The the representations and warranties made by each Borrower in Section 6 hereof hereof, and in each of the other Loan Documents Documents, shall be true and correct complete on and as of the date of the making of such Advance in all material respects (in the case of the representations and warranties in Section 6.23 and Schedule 1, solely with respect to Mortgage Loans included in the Borrowing Base) with the same force and effect as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date).. At the request of the Lender, the Lender shall have received an officer’s certificate signed by a Responsible Officer of each Borrower certifying as to the truth and accuracy of the above, which certificate shall specifically include a statement that such Borrower is in compliance with all governmental licenses and authorizations and is qualified to do business and in good standing in all required jurisdictions; (c) the aggregate outstanding principal amount of the Advances shall not exceed the Borrowing Base or the Maximum Credit; (d) The Outstanding Principal Amount subject to the Lender’s right to perform one or more Due Diligence Reviews pursuant to Section 11.16 hereof, the Lender shall nothave completed its due diligence review of the Mortgage Loan Documents for each Advance and such other documents, after giving effect records, agreements, instruments, mortgaged properties or information relating to such Advance, exceed Advances as the lesser of Lender in its reasonable discretion deems appropriate to review and such review shall be satisfactory to the Borrowing Base and the Maximum Loan Amount.Lender in its reasonable discretion; (e) Custodian the Lender shall have issued an Eligible Asset File Receipt applicable to the Eligible Assets with respect to which received a transfer Notice of funds has been proposed.Borrowing and Pledge, Loan List and Mortgage Loan Data Transmission and all other documents required under Section 2.03; (f) With respect to each Eligible Asset included in the Borrowing Base that is subject to a security interest (including any precautionary security interest) immediately prior to the Funding Date, Administrative Agent Lender shall have received documentation reasonably acceptable from the Custodian a Custodian Loan Transmission and one or more Trust Receipts in respect of Mortgage Loans to Administrative Agent evidencing the release of the security interest for be pledged hereunder on such Eligible Asset that is Business Day and an Exception Report, in each case dated such Business Day and duly executed by the related secured party and the related Borrowercompleted; (g) With respect in the event that the Mortgage Loans to be pledged would cause the aggregate outstanding principal balance of Mortgage Loans pledged secured by Mortgaged Property from any state to exceed 10% of the aggregate outstanding principal balance of Mortgage Loans pledged hereunder, then (unless the related Mortgage Loan Documents used by the Borrowers in such state are on ▇▇▇▇▇▇ ▇▇▇ and ▇▇▇▇▇▇▇ Mac approved forms) the Borrowers shall, upon request by the Lender, deliver an opinion of counsel acceptable to the initial AdvanceLender in such state, to extent invoiced at least two Business Days prior to substantially in the Effective Date, all reasonable form of items number 12 and documented out-of-pocket costs and expenses (including attorneys’ fees and expenses) 13 of each Agent.Exhibit C; (h) Except with respect to any Mortgage Loan that was funded in the extent waived name of or acquired by Administrative Agent a Qualified Originator which is an Affiliate of a Borrower, the Lender may, in its sole discretion, require the related Borrower shall deliver or cause to be delivered on or prior provide evidence sufficient to satisfy the Lender that such Mortgage Loan was acquired in a legal sale, including without limitation, an opinion, in form and substance and from an attorney, in both cases, acceptable to the related Funding DateLender in its sole discretion, the following items to the extent applicable,that such Mortgage Loan was acquired in a legal sale; (i) none of the following shall have occurred and/or be continuing: (i) an event or events resulting in the inability of the Lender to finance any Advances with traditional counterparties at rates which would have been reasonable prior to the Custodian, with respect to each Eligible Asset occurrence of such catastrophic event or events or a material adverse change in the financial condition of the Lender which is affects (or shall can reasonably be expected to affect) materially and adversely the ability of the Lender to fund its obligations under or otherwise comply with the terms of this Loan Agreement; or (ii) any other event beyond the control of the Lender which the Lender reasonably determines may result in the future beLender’s inability to perform its obligations under this Loan Agreement including, without limitation, acts of God, strikes, lockouts, riots, acts of war or terrorism, epidemics, nationalization, expropriation, currency restrictions, fire, communication line failures, computer viruses, power failures, earthquakes, or other disasters of a similar nature to the foregoing. (j) represented if any Mortgage Loans to be pledged hereunder were acquired by a physical certificate (including those issued electronically under Borrower, such Mortgage Loans shall conform to such Borrower’s Underwriting Guidelines or the applicable state law) and is not in book entry form, the original physical certificate (or a statutorily authorized duplicate if the original certificate is lost or destroyed) issued in the name of the Designated Title Holder, together with a receipt, list or other document (which may be a photocopy or facsimile) issued by the applicable taxing authority indicating that the Designated Title Holder is the record holder on Lender shall have received Underwriting Guidelines for such taxing authority’s record of Tax Liens sold; provided, that, notwithstanding the foregoing, for purposes of the determination of whether an Eligible Asset File is sufficiently complete such that a Funding Date, as applicable, may occur, in jurisdictions in which an Eligible Asset shall in the future be represented by a physical certificate, a Funding Date, as applicable, may occur following the delivery Mortgage Loans acceptable to the Custodian of an initial receipt Lender in its reasonable discretion; (k) the Lender shall have received all information requested from the applicable taxing authority with sufficient information for Borrowers relating to Interest Rate Protection Agreements pursuant to Section 7.25, and the Custodian to verify ownership of Lender shall have reasonably determined that such Eligible Asset in Interest Rate Protection Agreements adequately protect the name of the Designated Title Holder which initial receipt will be supplemented in the future by the delivery of the physical certificateBorrowers from interest rate fluctuations; and (iil) the Lender shall have received, no later than 10:00 a.m. three (3) days prior to the Custodianrequested Funding Date, an Instruction Letter, executed by the Borrowers, with respect the related Servicing Agreement (as defined in Section 11.15(c)) attached thereto, which such Servicing Agreement shall be in form and substance acceptable to each Eligible Asset that is a tax certificate or tax deed (including those issued electronically under the applicable state law) in book entry form (and not represented by a physical certificate), the receipt, list or other document (which may be a photocopy or facsimile) issued by the applicable taxing authority of the state indicating that the Designated Title Holder is the record holder on such taxing authority’s record of Tax Liens soldLender. Each request for a borrowing by Borrower the Borrowers hereunder shall constitute a certification by Borrower that all of the conditions precedent Borrowers to the effect set forth in this Section 5.02 have been satisfied in full(both as of the date of such notice, request or confirmation and as of the date of such borrowing).

Initial and Subsequent Advances. The making of each Advance to Borrowers (including the initial Advance) on any Advance on or after the Effective Date) Business Day is subject to the satisfaction of the following further conditions precedent, both immediately prior to the making of such Advance and also after giving effect thereto and to the intended use thereof: (a) No Cash Sweep Period, Default or Event of Default, Default under either Section 8(a) or (b) or any other material Default not reasonably susceptible to cure within the applicable cure period shall have occurred under this Loan Agreement and be continuing.there shall exist no default under any Mezzanine Financing Facility entered into by any Relevant Party; (b) Borrower shall have certified to Administrative Agent in writing the acquisition cost of the related Eligible Assets (including therein reasonable supporting documentation required by Administrative Agent, if any); (c) The representations and warranties made by Borrowers in Section 6 hereof hereof, and in each of the other Loan Documents Documents, shall be true and correct complete on and as of the date of the making of such Advance in all material respects (in the case of the representations and warranties in Section 6.24 and Schedule 1, solely with respect to Pledged Equity and Properties included in the Borrowing Base) with the same force and effect as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date).. At the request of Lender, Lender shall have received an officer’s certificate signed by a Responsible Officer of each related Borrower certifying as to the truth and accuracy of the above, which certificate shall specifically include a statement that such Borrower is in compliance with all governmental licenses and authorizations and is qualified to do business and in good standing in all required jurisdictions; (dc) The Outstanding Principal Amount aggregate outstanding principal amount of the Advances shall not, after giving effect to such Advance, exceed the lesser of the Borrowing Base and the Maximum Loan Amount.Credit; (d) Subject to Lender’s right to perform one or more Due Diligence Reviews pursuant to Section 14.18 hereof, Lender shall have completed its due diligence review of the Property Documents for each Advance and such other documents, records, agreements, instruments, mortgaged properties or information relating to such Advances as Lender in its reasonable discretion deems appropriate to review and such review shall be satisfactory to Lender in its reasonable discretion; (e) Custodian Lender shall have issued an Eligible Asset File Receipt applicable to the Eligible Assets received a Notice of Borrowing and Pledge, Property Schedule and all other documents required under Section 2.03 with respect to which a transfer of funds has been proposed.the Pledged Equity and Properties to be included in the Borrowing Base; (f) With Lender shall have received from Diligence Agent a Diligence Agent Certification in respect of all Properties to each Eligible Asset be included in the Borrowing Base on such Business Day and an Exception Report (including, confirmation by Diligence Agent that each such Property is an Eligible Property) dated such Business Day and duly completed; (g) With respect to any Property that was acquired by a Borrower from an Affiliate of such Borrower, Lender may, in its sole discretion and at the expense of Lender, require such Borrower to provide evidence sufficient to satisfy Lender that such Property was acquired in a legal sale, including without limitation, an opinion, in form and substance and from an attorney, in both cases, acceptable to Lender in its reasonable discretion, that such Property was acquired in a legal sale; (h) No event beyond the control of Lender which Lender reasonably determines may result in Lender’s inability to perform its obligations under this Loan Agreement including, without limitation, acts of God, strikes, lockouts, riots, acts of war or terrorism, epidemics, nationalization, expropriation, currency restrictions, fire, communication line failures, computer viruses, power failures, earthquakes, or other disasters of a similar nature to the foregoing, shall have occurred or be continuing; (i) Lender shall have determined that all actions necessary or, in the reasonable opinion of Lender, desirable to maintain Lender’s perfected, first priority security interest in the Pledged Equity and other Collateral have been taken, including, without limitation, duly executing and filing Uniform Commercial Code financing statements on Form UCC 1; (j) Borrowers shall have paid to Lender all fees and expenses owed to Lender in accordance with this Loan Agreement and any other Loan Document including, without limitation the amount of Diligence Agent Fees, Paying Agent Fees, Calculation Agent Fes or Commitment Fee then due and owing, and all of Lender’s attorney fees and expenses and due diligence expenses then due and owing in accordance with the Pricing Side Letter and the other Loan Documents; (k) Lender or its designee shall have received any other documents reasonably requested by Lender with reasonable notice to Borrowers; (l) Reserved; (m) With respect to any Property and any Pledged Equity that is subject to a security interest (including any precautionary security interest) immediately prior to the Funding Date, Administrative Agent Lender shall have received documentation reasonably acceptable to Administrative Agent evidencing the release of the security interest a Security Release Certification for such Eligible Asset Property or Pledged Equity, as applicable that is duly executed by the related secured party and the related Borrower; (gn) With Borrowers shall have delivered to Lender copies of each related Asset Management Agreement with respect to each Contributed Property, including any and all amendments that materially affect the initial Advance, to extent invoiced at least two Business Days prior to servicing of the Effective Date, all reasonable Contributed Properties and documented out-of-pocket costs Lender’s interest therein and expenses an accompanying duly executed Assignment of Asset Management Agreement (including attorneys’ fees and expenses) of each Agent. (h) Except to the extent waived by Administrative Agent in not previously provided); (o) Lender or its sole discretion, Borrower designee shall deliver or cause to be delivered have received all Property Documents comprising the Property File for each Contributed Property on or prior to before the related Funding Date, together with such certificates or other documents as Lender may reasonably request; (p) If such Property is to be owned by an Additional Borrower which has not previously joined this facility by compliance with the documents specified below, the following items additional documents: (i) an updated Borrower Pledged Equity Summary delivered pursuant to Section 2.03(c); (ii) the original Pledged Equity certificates with respect to the Pledged Equity of such Additional Borrower; (iii) an undated stock power (or equivalent document) covering such certificates, duly executed in blank; (iv) certificates of an authorized officer of such Additional Borrower, together with copies of its Governing Documents, applicable corporate resolutions and incumbencies and signatures of officers who are executing the applicable Loan Documents, evidencing the respective authority of such Additional Borrower with respect to the execution, delivery and performance thereof; (v) a closing certificate executed by such Additional Borrower; (vi) an executed Power of Attorney in the form of Exhibit I for such Additional Borrower; (vii) evidence that (x) UCC financing statements have been filed against such Additional Borrower in all filing offices reasonably required by Lender, (y) Lender has received such searches of UCC filings, tax liens, judgments, pending litigation, bankruptcy and other matters relating to each Additional Borrower as Lender may reasonably require, and (z) the results of such searches are reasonably satisfactory to Lender; (viii) such opinions from counsel to the Additional Borrower as Lender may require, including with respect to the valid existence and good standing of such Additional Borrower, enforceability, non-contravention, no consents or approvals required other than those that have been obtained, the attachment and perfection of the security interest in favor of Lender in the Pledged Equity of such Additional Borrower and the Collateral to be pledged by it, Investment Company Act matters, and “bring down” true sale and substantive non-consolidation opinions; (ix) Joinder Agreements to each Loan Document entered into by Borrowers, executed and delivered by the Additional Borrower; (x) to the extent applicable,, duly executed amendments to all Governing Documents for the Additional Borrower, reasonably acceptable to Lender; (ixi) an Asset Management Agreement and the related Assignment of Asset Management Agreement, Joinder to the Custodian, with respect this Loan Agreement and each Loan Document to each Eligible Asset which is (or shall in the future be) represented by Borrowers are a physical certificate (including those issued electronically under the applicable state law) and is not in book entry form, the original physical certificate (or a statutorily authorized duplicate if the original certificate is lost or destroyed) issued in the name of the Designated Title Holder, together with a receipt, list or other document (which may be a photocopy or facsimile) issued party that are duly executed by the applicable taxing authority indicating that the Designated Title Holder is the record holder on such taxing authority’s record of Tax Liens sold; provided, that, notwithstanding the foregoing, for purposes of the determination of whether an Eligible Asset File is sufficiently complete such that a Funding Date, as applicable, may occur, in jurisdictions in which an Eligible Asset shall in the future be represented by a physical certificate, a Funding Date, as applicable, may occur following the delivery to the Custodian of an initial receipt from the applicable taxing authority with sufficient information for the Custodian to verify ownership of such Eligible Asset in the name of the Designated Title Holder which initial receipt will be supplemented in the future by the delivery of the physical certificateAdditional Borrower; and (iixii) to the Custodian, with respect to each Eligible Asset that is a tax certificate or tax deed (including those issued electronically under the applicable state law) in book entry form (and not represented by a physical certificate), the receipt, list such certificates or other document documents, information financial statements, reports and/or approvals as Lender may reasonably request. (which may be a photocopy or facsimileq) issued by To the applicable taxing authority of extent the state indicating that the Designated Title Holder is the record holder on such taxing authority’s record of Tax Liens sold. Each request for a borrowing by Borrower hereunder shall constitute a certification by Borrower that all of the conditions precedent set forth financial statements referenced in this Section 5.02 7.01 have been satisfied completed, Lender shall have received such financial statements; (r) To the extent applicable, Lender shall have received all documentation entered into in full.connection with any Mezzanine Financing Facility and a Mezzanine Financing Intercreditor Agreement in form and substance reasonably acceptable to Lender and duly executed by each Mezzanine Lender under any Mezzanine Financing Facility; (s) Reserved; (t) Reserved; (u) Borrowers are in compliance with Section 7.16 hereof;

Initial and Subsequent Advances. The Subject to the terms and provisions of the Post-Closing Agreement, the making of each Advance (including any Advance on or after to the Effective Date) Borrower as provided for under this Loan Agreement is subject to the satisfaction following further conditions precedent both immediately prior to the making of such Advance and also after giving effect thereto and to the following conditions precedentintended use thereof: (a) No Cash Sweep Period, no Default or Event of Default, Default under either Section 8(a) or (b) or any other material Default not reasonably susceptible to cure within the applicable cure period shall have occurred and be continuing.; (b) Borrower shall have certified both immediately prior to Administrative Agent in writing the acquisition cost making of such Advance and also after giving effect thereto and to the related Eligible Assets (including therein reasonable supporting documentation required by Administrative Agentintended use thereof, if any); (c) The the representations and warranties made by each Loan Party in Section 6 hereof hereof, and by each Loan Party in each of the other Loan Documents Documents, shall be true and correct complete on and as of the date of the making of such Advance in all material respects with the same force and effect as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date).. At the request of the Lender, the Lender shall have received an officer’s certificate signed by ▇ Responsible Officer of the Borrower certifying as to the truth and accuracy of the above, which certificate shall be in form and substance acceptable to the Lender in its sole, reasonable discretion; (c) the aggregate principal amount of the Advances funded hereunder shall not exceed the Maximum Loan Amount; (d) The Outstanding Principal Amount subject to the Lender’s right to perform one or more Due Diligence Reviews pursuant to Section 10.15 hereof, the Lender shall nothave completed its due diligence review of such documents, after giving effect records, agreements, instruments, mortgaged properties or information relating to such Advance, exceed Advance as the lesser of Lender in its reasonable discretion deems appropriate to review and such review shall be satisfactory to the Borrowing Base and the Maximum Loan Amount.Lender in its reasonable discretion; substance: (e) Custodian the Lender shall have issued an Eligible Asset File Receipt applicable to the Eligible Assets with respect to which received a transfer Notice of funds has been proposed.Borrowing and all other documents required under Section 2.03; (f) With respect to each Eligible Asset included in the Borrowing Base that is subject to a security interest (including any precautionary security interest) immediately prior to the Funding Date, Administrative Agent Lender shall have received documentation reasonably acceptable to Administrative Agent evidencing the release following documents, each of the security interest for such Eligible Asset that is duly executed by the related secured party and the related Borrower; (g) With respect which shall be satisfactory to the initial Advance, to extent invoiced at least two Business Days prior to the Effective Date, all reasonable and documented out-of-pocket costs and expenses (including attorneys’ fees and expenses) of each Agent. (h) Except to the extent waived by Administrative Agent Lender in its sole discretion, Borrower shall deliver or cause to be delivered on or prior to the related Funding Date, the following items to the extent applicable,form and (i) to the CustodianNotes. The original Notes, with respect to each Eligible Asset which is (or shall in the future be) represented by a physical certificate (including those issued electronically under the applicable state law) duly completed and is not in book entry form, the original physical certificate (or a statutorily authorized duplicate if the original certificate is lost or destroyed) issued in the name of the Designated Title Holder, together with a receipt, list or other document (which may be a photocopy or facsimile) issued by the applicable taxing authority indicating that the Designated Title Holder is the record holder on such taxing authority’s record of Tax Liens sold; provided, that, notwithstanding the foregoing, for purposes of the determination of whether an Eligible Asset File is sufficiently complete such that a Funding Date, as applicable, may occur, in jurisdictions in which an Eligible Asset shall in the future be represented by a physical certificate, a Funding Date, as applicable, may occur following the delivery to the Custodian of an initial receipt from the applicable taxing authority with sufficient information for the Custodian to verify ownership of such Eligible Asset in the name of the Designated Title Holder which initial receipt will be supplemented in the future by the delivery of the physical certificateexecuted; and (ii) to the Custodian, with respect to each Eligible Asset that is a tax certificate or tax deed (including those issued electronically under the applicable state law) in book entry form (and not represented by a physical certificate), the receipt, list or other document (which may be a photocopy or facsimile) issued by the applicable taxing authority of the state indicating that the Designated Title Holder is the record holder on such taxing authority’s record of Tax Liens sold. Each request for a borrowing by Borrower hereunder shall constitute a certification by Borrower that all of the conditions precedent set forth in this Section 5.02 have been satisfied in full.

Initial and Subsequent Advances. The making of each Advance to you (including the initial Advance) on any Advance on or after the Effective Date) Business Day is subject to the satisfaction of the following further conditions precedent, both immediately prior to the making of such Advance and also after giving effect thereto and to the intended use thereof: (a) No Cash Sweep Period, no Default or Event of Default, Default under either Section 8(a) or (b) or any other material Default not reasonably susceptible to cure within the applicable cure period shall have occurred and be continuing.; (b) Borrower shall have certified both immediately prior to Administrative Agent in writing the acquisition cost making of such Advance and also after giving effect thereto and to the related Eligible Assets (including therein reasonable supporting documentation required by Administrative Agentintended use thereof, if any); (c) The the representations and warranties made by you in Section 6 hereof the Loan and Security Agreement and SCHEDULE 4 thereto, and elsewhere in each of the any other Loan Documents document related thereto, shall be true and correct complete on and as of the date of the making of such Advance in all material respects (in the case of the representations and warranties in Section 20(q) and SCHEDULE 4, solely with respect to Mortgage Loans included in the Borrowing Base) with the same force and effect as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date).. We shall have received an officer's certificate signed by one of your Responsible Officers certifying as to the truth and accuracy of the above, which certificate shall specifically include a statement that you are in compliance in all material respects with all governmental licenses and authorizations and are qualified to do business and in good standing in all required jurisdictions; (c) the aggregate outstanding principal amount of the Advances shall not exceed the Borrowing Base; (d) The Outstanding Principal Amount subject to our right to perform one or more Due Diligence Reviews pursuant to Section 35 of the Loan and Security Agreement, we shall nothave completed our due diligence review of the Mortgage Loan Documents for each Advance and such other documents, after giving effect records, agreements, instruments, mortgaged properties or information relating to such AdvanceAdvances as we, exceed the lesser of the Borrowing Base in our sole discretion, deem appropriate to review and the Maximum Loan Amount.such review shall be satisfactory to us in our sole discretion; (e) Custodian we shall have issued an Eligible Asset File received from the Custodian a Trust Receipt applicable with exceptions as are acceptable to the us in our sole discretion in respect of Eligible Assets with respect to which be pledged hereunder on such Business Day and a transfer of funds has been proposed.Collateral Schedule and Exception Report, in each case dated such Business Day and duly completed; (f) With respect to each Eligible Asset included in the Borrowing Base that is subject to a security interest (including any precautionary security interest) immediately prior to the Funding Date, Administrative Agent we shall have received documentation reasonably from you a Warehouse Lender's Release Letter substantially in the form of EXHIBIT G-2 hereto (or such other form acceptable to Administrative Agent evidencing us) or a Borrower's Release Letter substantially in the release form of the security interest for EXHIBIT G-1 hereto (or such Eligible Asset that is duly executed by the related secured party and the related Borrowerother form acceptable to us) covering each Mortgage Loan to be pledged to us; (g) With respect none of the following shall have occurred and/or be continuing: (i) an event or events shall have occurred resulting in the effective absence of a public or private market for mortgage- and asset-backed securities, that (a) are secured by single-family residential mortgages and (b) as of the date hereof, can be readily securitized in the domestic capital markets (the "U.S. Mortgage Securities Market"); or (ii) the long-term rating of Deutsche Bank AG by ▇▇▇▇▇'▇ Investors Service, Inc. and Standard and Poor's, Ratings Group shall be downgraded to the initial AdvanceBaa or lower or BBB or lower by each such agency, to extent invoiced at least two Business Days prior to the Effective Date, all reasonable and documented out-of-pocket costs and expenses (including attorneys’ fees and expenses) of each Agent.respectively; (h) Except to the extent waived by Administrative Agent in its sole discretion, Borrower we shall deliver or cause to be delivered on or prior to the related Funding Date, the following items to the extent applicable,have received from you a Request for Borrowing; and (i) we shall have reviewed (no later than 20 Business Days following receipt of same) and approved in our sole discretion any modifications or amendments to the Custodian, with respect Underwriting Guidelines. SCHEDULE 4 to each Eligible Asset which is (or shall in the future be) represented by a physical certificate (including those issued electronically under the applicable state law) Loan and is not in book entry form, the original physical certificate (or a statutorily authorized duplicate if the original certificate is lost or destroyed) issued in the name of the Designated Title Holder, together with a receipt, list or other document (which may be a photocopy or facsimile) issued by the applicable taxing authority indicating that the Designated Title Holder is the record holder on such taxing authority’s record of Tax Liens sold; provided, that, notwithstanding the foregoing, for purposes of the determination of whether an Eligible Asset File is sufficiently complete such that a Funding Date, as applicable, may occur, in jurisdictions in which an Eligible Asset shall in the future be represented by a physical certificate, a Funding Date, as applicable, may occur following the delivery to the Custodian of an initial receipt from the applicable taxing authority with sufficient information for the Custodian to verify ownership of such Eligible Asset in the name of the Designated Title Holder which initial receipt will be supplemented in the future by the delivery of the physical certificate; and (ii) to the Custodian, with respect to each Eligible Asset that is a tax certificate or tax deed (including those issued electronically under the applicable state law) in book entry form (and not represented by a physical certificate), the receipt, list or other document (which may be a photocopy or facsimile) issued by the applicable taxing authority of the state indicating that the Designated Title Holder is the record holder on such taxing authority’s record of Tax Liens sold. Each request for a borrowing by Borrower hereunder shall constitute a certification by Borrower that all of the conditions precedent set forth in this Section 5.02 have been satisfied in full.Security Agreement REPRESENTATIONS AND WARRANTIES RE: MORTGAGE LOANS

Initial and Subsequent Advances. The making of each Advance to Borrower (including the initial Advance) on any Advance on or after the Effective Date) Business Day is subject to the satisfaction of the following further conditions precedent, both immediately prior to the making of such Advance and also after giving effect thereto and to the intended use thereof: (a) No Cash Sweep Period, Default or Event of Default, Default under either Section 8(a) or (b) or any other material Default not reasonably susceptible to cure within the applicable cure period shall have occurred and no Cash Trap Period shall be continuing.; (b) Borrower shall have certified to Administrative Agent in writing the acquisition cost of the related Eligible Assets (including therein reasonable supporting documentation required by Administrative Agent, if any); (c) The representations and warranties made in Section 6 hereof this Agreement, and in each of the other Loan Documents Documents, shall be true and correct complete on and as of the date of the making of such Advance in all material respects with the same force and effect as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date).. At the request of Agent, Agent and Lenders shall have received an officer’s certificate signed by a Responsible Officer of the Borrower certifying that the above is true and accurate in all material respects, which certificate shall specifically include a statement that Borrower is in material compliance with all governmental licenses and authorizations and is qualified to do business and in good standing in all required jurisdictions to the extent any failure to comply or qualify would be reasonably expected to result in a material adverse effect on the Lenders; (dc) The Outstanding Principal Amount aggregate outstanding principal amount of the Advances shall not, after giving effect to such Advance, not exceed the lesser of the Borrowing Base and the Maximum Loan Amount.Credit; (d) Agent shall have received a Notice of Borrowing and REO Property Schedule with respect to the REO Properties to be included in the Borrowing Base, to the extent not previously provided to Agent and a calculation of the Borrowing Base based on such information; (e) Custodian Agent or its designee shall have issued an Eligible Asset File Receipt applicable received any other documents reasonably requested by Agent with reasonable notice to the Eligible Assets with respect to which a transfer of funds has been proposed.Borrower; and (f) With respect to each Eligible Asset included in the Borrowing Base that is subject to a security interest (including any precautionary security interest) immediately prior to the Funding Date, Administrative Agent shall have received documentation reasonably acceptable to Administrative Agent evidencing the release of the security interest for such Eligible Asset that is duly executed by the related secured party and the related Borrower; (g) With respect to the initial Advance, to extent invoiced at least two Business Days prior to the Effective Date, all reasonable and documented out-of-pocket costs and expenses (including attorneys’ fees and expenses) of each Agent. (h) Except to To the extent waived by Administrative Agent in its sole discretionnot previously provided to Agent, Borrower shall deliver or cause have delivered to be delivered on or prior to Agent a copy of the related Funding Date, the following items to the extent applicable, (i) to the Custodian, Property Management Agreement with respect to each Eligible Asset which is (or shall in the future be) represented by a physical certificate (including those issued electronically under the applicable state law) and is not in book entry form, the original physical certificate (or a statutorily authorized duplicate if the original certificate is lost or destroyed) issued in the name of the Designated Title Holder, together with a receipt, list or other document (which may be a photocopy or facsimile) issued by the applicable taxing authority indicating that the Designated Title Holder is the record holder on such taxing authority’s record of Tax Liens sold; provided, that, notwithstanding the foregoing, for purposes of the determination of whether an Eligible Asset File is sufficiently complete such that a Funding Date, as applicable, may occur, in jurisdictions in which an Eligible Asset shall in the future be represented by a physical certificate, a Funding Date, as applicable, may occur following the delivery to the Custodian of an initial receipt from the applicable taxing authority with sufficient information for the Custodian to verify ownership of such Eligible Asset in the name of the Designated Title Holder which initial receipt will be supplemented in the future by the delivery of the physical certificate; and (ii) to the Custodian, with respect to each Eligible Asset that is a tax certificate or tax deed (including those issued electronically under the applicable state law) in book entry form (and not represented by a physical certificate), the receipt, list or other document (which may be a photocopy or facsimile) issued by the applicable taxing authority of the state indicating that the Designated Title Holder is the record holder on such taxing authority’s record of Tax Liens soldContributed REO Property. Each request for a borrowing by the Borrower hereunder shall constitute a certification by Borrower that all of to the conditions precedent effect set forth in this Section 5.02 3.2 (both as of the date of such notice, request or confirmation and as of the date of such borrowing). With respect to any Advance, Agent may conclusively rely upon, and shall incur no liability to Borrower in acting upon, any request or other communication that Agent reasonably believes to have been satisfied in fullgiven or made by a person authorized to request an Advance on Borrower’s behalf.

Initial and Subsequent Advances. The making of each Advance to the Borrowers (including the initial Advance) on any Advance on or after the Effective Date) Business Day is subject to the satisfaction of the following further conditions precedent, both immediately prior to the making of such Advance and also after giving effect thereto and to the intended use thereof: (a) No Cash Sweep Period, no Default or Event of Default, Default under either Section 8(a) or (b) or any other material Default not reasonably susceptible to cure within the applicable cure period shall have occurred and be continuing.continuing or would be created by the making of such Advance; (b) Borrower shall have certified both immediately prior to Administrative Agent in writing the acquisition cost making of such Advance and also after giving effect thereto and to the related Eligible Assets (including therein reasonable supporting documentation required by Administrative Agentintended use thereof, if any); (c) The the representations and warranties made by the Borrowers in Section 6 hereof hereof, and in each of the other Loan Documents Documents, shall be true and correct complete on and as of the date of the making of such Advance in all material respects (in the case of the representations and warranties in Section 6.23 and Schedule 1, solely with respect to Mortgage Loans included in the Borrowing Base) with the same force and effect as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date).. At the request of the Lender, the Lender shall have received an officer's certificate signed by a Responsible Officer of the applicable Borrower certifying as to the truth and accuracy of the above, which certificate shall specifically include a statement that such Borrower is in compliance with all governmental licenses and authorizations and is qualified to do business and in good standing in all required jurisdictions; (c) the aggregate outstanding principal amount of the Advances shall not exceed the Borrowing Base; (d) The Outstanding Principal Amount subject to the Lender's right to perform one or more Due Diligence Reviews pursuant to Section 10.16 hereof, the Lender shall nothave completed its due diligence view of the Mortgage Loan Documents for each Advance and such other documents, after giving effect records, agreements, instruments, mortgaged properties or information relating to such Advance, exceed the lesser of the Borrowing Base Advances and the Maximum Loan Amount.Borrowers as the Lender in its reasonable discretion deems appropriate to review and such review shall be satisfactory to the Lender in its reasonable discretion; (e) Custodian the Lender shall have issued an Eligible Asset File Receipt applicable to the Eligible Assets with respect to which received a transfer Notice of funds has been proposed.Borrowing and Pledge, Loan List and Mortgage Loan Data Transmission and all other documents required under Section 2.03; (f) With respect to each Eligible Asset included in the Borrowing Base that is subject to a security interest (including any precautionary security interest) immediately prior to the Funding Date, Administrative Agent Lender shall have received documentation reasonably acceptable from the Custodian a Custodian Loan Transmission and one or more Trust Receipts in respect of Mortgage Loans to Administrative Agent evidencing the release of the security interest for be pledged hereunder on such Eligible Asset that is Business Day and an Exception Report, in each case dated such Business Day and duly executed by the related secured party and the related Borrowercompleted; (g) With if any Mortgage Loans to be pledged hereunder were acquired by the Borrowers, such Mortgage Loans shall conform to the Underwriting Guidelines or the Lender shall have received Underwriting Guidelines for such Mortgage Loans acceptable to the Lender in its reasonable discretion; (h) the Lender shall have received all information requested from the Borrowers relating to Interest Rate Protection Agreements pursuant to Section 7.24, and the Lender shall have reasonably determined that such Interest Rate Protection Agreements adequately protect the Borrowers from interest rate fluctuations; (i) the Lender shall have received, no later than 10:00 a.m. three (3) days prior to the requested Funding Date, an Instruction Letter, executed by the applicable Borrower, with the related Servicing Agreement (as defined in Section 10.15(c)) attached thereto, which such Servicing Agreement shall be in form and substance acceptable to Lender; (j) with respect to the initial Advancemaking any Tranche A Advances or Tranche B Advances, to extent invoiced if at least two Business Days prior to any time after the Effective Date, all reasonable and documented out-of-pocket costs and expenses (including attorneys’ fees and expenses) of each Agent. (h) Except either Borrower shall have materially amended or modified its Underwriting Guidelines, such Borrower shall have delivered to the extent waived by Administrative Agent in its sole discretion, Borrower shall deliver or cause to be delivered on or prior to the related Funding Date, the following items to the extent applicable, (i) to the Custodian, with respect to each Eligible Asset which is (or shall in the future be) represented by Lender a physical certificate (including those issued electronically under the applicable state law) and is not in book entry form, the original physical certificate (or a statutorily authorized duplicate if the original certificate is lost or destroyed) issued in the name of the Designated Title Holder, together with a receipt, list or other document (which may be a photocopy or facsimile) issued by the applicable taxing authority indicating that the Designated Title Holder is the record holder on such taxing authority’s record of Tax Liens sold; provided, that, notwithstanding the foregoing, for purposes of the determination of whether an Eligible Asset File is sufficiently complete such that a Funding Date, as applicable, may occur, in jurisdictions in which an Eligible Asset shall in the future be represented by a physical certificate, a Funding Date, as applicable, may occur following the delivery to the Custodian of an initial receipt from the applicable taxing authority with sufficient information for the Custodian to verify ownership copy of such Eligible Asset amended or modified Underwriting Guidelines and the Lender shall have consented in the name of the Designated Title Holder which initial receipt will be supplemented in the future by the delivery of the physical certificatewriting to such material amendment or modification; and (iik) neither of the following shall have occurred and/or be continuing: (1) an event or events resulting in the inability of the Lender to finance any Advances with traditional counterparties at rates which would have been reasonable prior to the Custodianoccurrence of such event or events or a material adverse change in the financial condition of the Lender which affects (or can reasonably be expected to affect) materially and adversely the ability of the Lender to fund its obligations under or otherwise comply with the terms of this Loan Agreement; or (2) any other event beyond the control of the Lender shall have occurred which the Lender reasonably determines may result in the Lender's inability to perform its obligations under this Loan Agreement including, with respect to each Eligible Asset that is a tax certificate without limitation, acts of God, strikes, lockouts, riots, acts of war or tax deed (including those issued electronically under the applicable state law) in book entry form (and not represented by a physical certificate)terrorism, the receiptepidemics, list nationalization, expropriation, currency restrictions, fire, communication line failures, computer viruses, power failures, earthquakes, or other document (which may be disasters of a photocopy or facsimile) issued by similar nature to the applicable taxing authority of the state indicating that the Designated Title Holder is the record holder on such taxing authority’s record of Tax Liens soldforegoing. Each request for a borrowing by either Borrower hereunder shall constitute a certification by such Borrower that all of to the conditions precedent effect set forth in this Section 5.02 (both as of the date of such notice, request or confirmation and as of the date of such borrowing). Notwithstanding any other terms and conditions of this Warehouse Agreement, Aames Funding shall not be required to satisfy any conditions precedent other than those provided in Section 5.01(a), 5.01(b)(i) and 5.01(b)(ii) until such date as Aames Funding shall request an Advance hereunder, at which time it shall be a condition precedent to the Lender making such Advance that Aames Funding shall have been satisfied in fullall conditions provided herein.

Initial and Subsequent Advances. The making of each Advance to Borrower (including any Advance on or after the Effective Date) on any Business Day is subject to the satisfaction of the following further conditions precedent, both immediately prior to the making of such Advance and also after giving effect thereto and to the intended use thereof: (a) No Cash Sweep PeriodCash-Trap Trigger Event, Default, Material Adverse Effect or Extension Period shall be in existence and no Event of Default, Default under either Section 8(a) or (b) or any other material Default not reasonably susceptible to cure within the applicable cure period shall have occurred and be continuing.; (b) Borrower shall have certified to Administrative Agent in writing the acquisition cost of the related Eligible Assets (including therein reasonable supporting documentation required by Administrative Agent, if any); (c) The representations and warranties made by Borrower in Section 6 hereof hereof, and the representations and warranties made by Borrower and each Eligible Property Owner in each of the other Loan Documents Documents, shall be true and correct complete on and as of the date of the making of such Advance in all material respects (except, in the case of the representations and warranties in Section 6.19 and Schedule 1, any such representations and warranties which were made with respect to any Properties or Pledged Equity no longer included in the Borrowing Base or the Adjusted Borrowing Base) with the same force and effect as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date).. At the request of Administrative Agent, Administrative Agent shall have received an officer’s certificate signed by a Responsible Officer of Borrower or Eligible Property Owner certifying as to the truth and accuracy of the above, which certificate shall specifically include a statement that Borrower and each applicable Eligible Property Owner is in compliance with all Requirements of Law and is qualified to do business and in good standing in all required jurisdictions; (c) The aggregate outstanding principal amount of the Advances shall not exceed the Borrowing Base or the Maximum Credit; (d) The Outstanding Principal Amount Subject to the Administrative Agent’s right to perform one or more Due Diligence Reviews pursuant to Section 13.18 hereof, the Administrative Agent shall nothave completed its due diligence review of all documents related to the Eligible Property Owner and the related Pledged Equity and such other documents, after giving effect records, agreements, instruments, mortgaged properties or information relating to such Advance, exceed the lesser of the Borrowing Base Advances as such Agent in its reasonable discretion deems appropriate to review and the Maximum Loan Amount.such reviews shall be satisfactory to Administrative Agent in its reasonable discretion; (e) Custodian Agents shall have issued an Eligible Asset File Receipt applicable to the Eligible Assets received a Notice of Borrowing and Pledge, Property Schedule and all other documents required under Section 2.03 with respect to which a transfer of funds has been proposed.the Pledged Equity and Properties to be included in the Borrowing Base; (f) Administrative Agent shall have received from the Diligence Agent an Asset Transmission and Diligence Agent Certification in respect of all Properties to be included in the Borrowing Base on such Business Day and an Exception Report, in each case dated such Business Day and duly completed; (g) With respect to any Property that was acquired by an Eligible Property Owner from an Affiliate, Administrative Agent may, in its sole discretion and at the expense of Administrative Agent, require Borrower to provide evidence sufficient to satisfy Administrative Agent that such Property was acquired in a legal sale, including without limitation, an opinion, in form and substance and from an attorney, in both cases, reasonably acceptable to Administrative Agent, that such Property was acquired in a legal sale; (h) No event beyond the control of Administrative Agent or any Lender which Administrative Agent reasonably determines may result in Administrative Agent’s or any Lender’s inability to perform its obligations under this Loan Agreement including, without limitation, acts of God, strikes, lockouts, riots, acts of war or terrorism, epidemics, nationalization, expropriation, currency restrictions, fire, communication line failures, computer viruses, power failures, earthquakes, or other disasters of a similar nature to the foregoing, shall have occurred or be continuing; (i) If any Properties are serviced or interim serviced by any Sub-Asset Manager, Administrative Agent shall have received not later than 10:00 a.m. three (3) days prior to the requested Property Eligibility Date, a Sub-Asset Manager Side Letter in substantially the form attached hereto as Exhibit F-2, executed by the Asset Manager and acknowledged by the Borrower, the related Eligible Property Owner, such Sub-Asset Manager and Administrative Agent, with the related Sub-Asset Management Agreement attached thereto in form and substance acceptable to Administrative Agent. Each such Sub-Asset Management Agreement shall be fully assignable to Administrative Agent; (j) Administrative Agent shall have determined that all actions necessary or, in the reasonable opinion of Administrative Agent, desirable to maintain Administrative Agent’s perfected, first priority security interest in the Pledged Equity and other Collateral have been taken, including, without limitation, duly executing and filing Uniform Commercial Code financing statements on Form UCC 1; (k) Borrower shall have paid to Administrative Agent, for the benefit of each Agent, as applicable, all fees and expenses owed to Agents in accordance with this Loan Agreement and any other Loan Document including, without limitation the amount of any Diligence Agent Fees, Paying Agent Fees, Calculation Agent Fees and Commitment Fees then due and owing, and all of the Agents’ attorney fees and expenses and due diligence expenses then due and owing in accordance with the Diligence Agent Agreement and the other Loan Documents; (l) Administrative Agent or its designee shall have received any other documents reasonably requested by Administrative Agent with reasonable notice to Borrower; (m) Borrower shall have provided to Administrative Agent and Diligence Agent copies of all due diligence that Borrower, Parent SPE or Asset Managers or any other Person on any of their behalf has performed with respect to any Pledged Equity or any related Properties; (n) Borrower shall have provided to Agents all required valuation documentation with respect to such Property, in accordance with the Valuation Requirements; (o) With respect to each Eligible Asset included in the Borrowing Base Property that is subject to a security interest (including any precautionary security interestinterest but excluding any Permitted Encumbrance) immediately prior to the Funding Property Eligibility Date, Administrative Agent Agents shall have received documentation reasonably acceptable to Administrative Agent evidencing the release of the security interest a Security Release Certification for such Eligible Asset Property that is duly executed by the related secured party and the related Borrowerapplicable Eligible Property Owner; (gp) With Borrower shall have delivered to Administrative Agent and Diligence Agent copies of each related Asset Management Agreement and Sub-Asset Management Agreement with respect to each Property, including any and all amendments that materially affect the initial Advance, to extent invoiced at least two Business Days prior to servicing of the Effective Date, all reasonable Properties and documented outAdministrative Agent’s interest therein and an accompanying duly executed Asset Manager Side Letter and Sub-of-pocket costs and expenses Asset Manager Side Letter for the related Asset Manager (including attorneys’ fees and expenses) of in each Agent. (h) Except case to the extent waived by not previously provided); (q) Administrative Agent in or its sole discretion, Borrower designee shall deliver or cause to be delivered have received on or prior before each Property Eligibility Date with respect to any Properties owned by an Eligible Property Owner, the related Eligible Property Owners and the related Eligible Property Owner Pledged Equity not previously pledged, the following, in form and substance satisfactory to Administrative Agent and (if applicable) duly executed (in each case to the extent not previously delivered): (i) the original Pledged Equity certificates with respect such Eligible Property Owner Pledged Equity; (ii) an undated stock power covering such certificate, duly executed in blank; (iii) the Governing Documents of such Eligible Property Owner, as applicable together with a certificate of good standing with respect to such Eligible Property Owner, in each case reasonably acceptable to Administrative Agent, together with an officer’s certificate of such Eligible Property Owner certifying as to the accuracy of each such document; (iv) an executed Power of Attorney in the form of Exhibit I for such Eligible Property Owner; (v) an Eligible Property Owner Guaranty and Pledge, duly executed and delivered by such Eligible Property Owner; (vi) an Asset Management Agreement and the related Funding DateAsset Manager Side Letter (and, the following items to the extent applicable,, a Sub-Asset Management Agreement and the related Sub-Asset Manager Side Letter) for all Properties owned by such Eligible Property Owner (with copies to the Diligence Agent); (ivii) to the Custodian, evidence that a Collection Account and Control Agreement with respect to each such account has been established for such Eligible Asset which is Property Owner; (or shall in viii) all required documents comprising the future be) represented by a physical certificate Underwriting Package (including those issued electronically under the applicable state lawProperty File) and is not in book entry formfor each Property owned by, the original physical certificate or Property proposed to be contributed to, such Eligible Property Owner on such Property Eligibility Date (or a statutorily authorized duplicate if the original certificate is lost or destroyed) issued in the name of the Designated Title Holder, together with a receipt, list or other document (which may be a photocopy or facsimile) issued by the applicable taxing authority indicating that the Designated Title Holder is the record holder on such taxing authority’s record of Tax Liens sold; provided, that, notwithstanding the foregoing, for purposes of the determination of whether an Eligible Asset File is sufficiently complete such that a Funding Date, as applicable, may occur, in jurisdictions in which an Eligible Asset shall in the future be represented by a physical certificate, a Funding Date, as applicable, may occur following the delivery copy to the Custodian Diligence Agent); (ix) evidence that UCC financing statements have been filed against Borrower and such Eligible Property Owner in all filing offices reasonably required by Administrative Agent, (ii) Administrative Agent has received such searches of an initial receipt from UCC filings, tax liens, judgments, pending litigation, bankruptcy and other matters relating to Borrower or such Eligible Property Owner as Administrative Agent may reasonably require, and (iii) the applicable taxing authority with sufficient information for the Custodian to verify ownership results of such Eligible Asset in the name of the Designated Title Holder which initial receipt will be supplemented in the future by the delivery of the physical certificatesearches are reasonably satisfactory to Administrative Agent; and (iix) to such certificates or other documents as Administrative Agent may reasonably request. (r) To the Custodianextent the financial statements referenced in Section 7.01 have been completed, Administrative Agent shall have received such financial statements. (s) The General Reserve Account Required Amount is maintained in the General Reserve Account; (t) Each Loan Party shall have satisfied the “know your customer” requirements of the Administrative Agent and each Lender; (u) Administrative Agent or its designee shall have received a Final Report; (v) The Borrower shall have deposited in the Tax and Insurance Reserve Account the Tax and Insurance Reserve Account Required Amount with respect to each any Eligible Asset that is a tax certificate or tax deed Properties added to the Borrowing Base since the last Payment Date; (including those issued electronically under w) The Borrower has satisfied the applicable state lawInterest Rate Protection Agreement requirements set forth in Section 7.17; and (x) in book entry form (and The Administrative Agent shall have received evidence, to the extent not represented by a physical certificate)previously delivered, the receipt, list or other document (which may be a photocopy or facsimile) issued by the applicable taxing authority of the state indicating that the Designated Title Holder Borrower is the record holder on such taxing authority’s record of Tax Liens soldin compliance with Section 7.21. Each request for a borrowing by Borrower hereunder shall constitute a certification by Borrower that all of to the conditions precedent effect set forth in this Section 5.02 section (both as of the date of such notice, request or confirmation and as of the date of such borrowing). With respect to any Advance, Administrative Agent may conclusively rely upon, and shall incur no liability to Borrower in acting upon, any request or other communication that Administrative Agent reasonably believes to have been satisfied in fullgiven or made by a person authorized to request an Advance on Borrower’s behalf.

Initial and Subsequent Advances. The making of each Advance to the Borrower (including the initial Advance) on any Advance on or after the Effective Date) Business Day is subject to the satisfaction of the following further conditions precedent, both immediately prior to the making of such Advance and also after giving effect thereto and to the intended use thereof: (a) No Cash Sweep Periodno Default, Event of DefaultDefault or event which, Default under either Section 8(a) or (b) or any other material Default not reasonably susceptible to cure within in the applicable cure period sole judgment of the Lender, may have a Material Adverse Effect shall have occurred and be continuing.; (b) Borrower shall have certified both immediately prior to Administrative Agent in writing the acquisition cost making of such Advance and also after giving effect thereto and to the related Eligible Assets (including therein reasonable supporting documentation required by Administrative Agentintended use thereof, if any); (c) The the representations and warranties made by the Borrower and Guarantor in Section 6 hereof and in each of the other Loan Documents Documents, shall be true and correct complete on and as of the date of the making of such Advance in all material respects (in the case of the representations and warranties set forth on Schedule 1 solely with respect to Mortgage Loans included in the Borrowing Base) with the same force and effect as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date).. At the request of the Lender, the Lender shall have received an officer’s certificate signed by a Responsible Officer of the Borrower certifying as to the truth and accuracy of the above, which certificate shall specifically include a statement that the Borrower is in compliance with all governmental licenses and authorizations and is qualified to do business and in good standing in all required jurisdictions; (c) the aggregate outstanding principal amount of the Advances shall not exceed the Borrowing Base; (d) The Outstanding Principal Amount subject to the Lender’s right to perform one or more Due Diligence Reviews pursuant to Section 11.16 hereof, the Lender shall nothave completed its due diligence review of the Mortgage Loan Documents for each Advance and such other documents, after giving effect records, agreements, instruments, mortgaged properties or information relating to such Advance, exceed Advances as the lesser of Lender in its reasonable discretion deems appropriate to review and such review shall be satisfactory to the Borrowing Base and the Maximum Loan Amount.Lender in its reasonable discretion; (e) Custodian the Lender shall have issued an Eligible received a Notice of Borrowing and Pledge, Asset File Receipt applicable to the Eligible Assets with respect to which a transfer of funds has been proposed.Schedule and Asset Data Transmission and all other documents required under Section 2.03; (f) With respect to each Eligible Asset included in the Borrowing Base that is subject to a security interest (including any precautionary security interest) immediately prior to the Funding Date, Administrative Agent Lender shall have received documentation reasonably acceptable from the Custodian, a Custodian Asset Transmission and one or more Trust Receipts in respect of Mortgage Loans to Administrative Agent evidencing the release of the security interest for be pledged hereunder on such Eligible Asset that is Business Day and an Exception Report, in each case dated such Business Day and duly executed by the related secured party and the related Borrowercompleted; (g) With respect in the event that the Mortgage Loans to be pledged would cause the aggregate outstanding principal balance of Mortgage Loans pledged secured by Mortgaged Property from any state to exceed 10% of the aggregate outstanding principal balance of Mortgage Loans pledged hereunder, then the Borrower shall, upon request by the Lender, deliver an opinion of counsel acceptable to the initial AdvanceLender in such state, to extent invoiced at least two Business Days prior to substantially in the Effective Date, all reasonable form of items number 12 and documented out-of-pocket costs and expenses (including attorneys’ fees and expenses) 13 of each Agent.Exhibit C; (h) Except with respect to any Mortgage Loan that was funded in the extent waived name of or acquired by Administrative Agent a Qualified Originator which is an Affiliate of the Borrower, the Lender may, in its sole discretion, require the Borrower shall deliver or cause to be delivered on or prior provide evidence sufficient to satisfy the Lender that such Mortgage Loan was acquired in a legal sale, including without limitation, an opinion, in form and substance and from an attorney, in both cases, acceptable to the related Funding DateLender in its sole discretion, the following items to the extent applicable,that such Mortgage Loan was acquired in a legal sale; (i) none of the following shall have occurred and/or be continuing: (i) a catastrophic event or events shall have occurred resulting in the effective absence of a “repo market” or comparable “lending market” for financing debt obligations secured by mortgage loans or securities for a period of (or reasonably expected to be) at least 30 consecutive days and the same has resulted in the Lender not being able to finance any Advances through the “repo market” or “lending market” with traditional counterparties at rates which would have been reasonable prior to the Custodian, with respect to each Eligible Asset which is (or shall in the future be) represented by a physical certificate (including those issued electronically under the applicable state law) and is not in book entry form, the original physical certificate (or a statutorily authorized duplicate if the original certificate is lost or destroyed) issued in the name of the Designated Title Holder, together with a receipt, list or other document (which may be a photocopy or facsimile) issued by the applicable taxing authority indicating that the Designated Title Holder is the record holder on such taxing authority’s record of Tax Liens sold; provided, that, notwithstanding the foregoing, for purposes of the determination of whether an Eligible Asset File is sufficiently complete such that a Funding Date, as applicable, may occur, in jurisdictions in which an Eligible Asset shall in the future be represented by a physical certificate, a Funding Date, as applicable, may occur following the delivery to the Custodian of an initial receipt from the applicable taxing authority with sufficient information for the Custodian to verify ownership occurrence of such Eligible Asset in the name of the Designated Title Holder which initial receipt will be supplemented in the future by the delivery of the physical certificate; andcatastrophic event or events; (ii) a catastrophic event or events shall have occurred resulting in the effective absence of a “securities market” for securities backed by mortgage loans for a period of (or reasonably expected to be) at least 30 consecutive days and the same results in the Lender not being able to sell securities backed by mortgage loans at prices which would have been reasonable prior to such catastrophic event or events; or (iii) there shall have occurred a material adverse change in the financial condition of the Lender which affects (or can reasonably be expected to affect) materially and adversely the ability of the Lender to fund its obligations under this Loan Agreement and the Lender shall have given notice thereof pursuant to Section 11.02 hereof to the Custodian, with respect Borrower at least 30 days prior to each Eligible Asset that is a tax certificate or tax deed (including those issued electronically under the applicable state law) in book entry form (and not represented by a physical certificate), the receipt, list or other document (which may be a photocopy or facsimile) issued by the applicable taxing authority of the state indicating that the Designated Title Holder is the record holder on such taxing authority’s record of Tax Liens sold. Each request for a borrowing by Borrower hereunder shall constitute a certification by Borrower that all of the conditions precedent set forth in this Section 5.02 have been satisfied in full.requested Funding Date;

Initial and Subsequent Advances. The making of each Advance to the Borrower (including the initial Advance) on any Advance on or after the Effective Date) Business Day is subject to the satisfaction of the following further conditions precedent, both immediately prior to the making of such Advance and also after giving effect thereto and to the intended use thereof: (a) No Cash Sweep Period, no Default or Event of Default, Default under either Section 8(a) or (b) or any other material Default not reasonably susceptible to cure within the applicable cure period shall have occurred and be continuing.; (b) Borrower shall have certified both immediately prior to Administrative Agent in writing the acquisition cost making of such Advance and also after giving effect thereto and to the related Eligible Assets (including therein reasonable supporting documentation required by Administrative Agentintended use thereof, if any); (c) The the representations and warranties made by the Borrower in Section 6 hereof hereof, and in each of the other Loan Documents Documents, shall be true and correct complete on and as of the date of the making of such Advance in all material respects (in the case of the representations and warranties in Section 6.23 and Schedule 1, solely with respect to Contracts and Mortgage Loans included in the Borrowing Base) with the same force and effect as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date).. At the request of the Lender, the Lender shall have received an officer’s certificate signed by a Responsible Officer of the Borrower certifying as to the truth and accuracy of the above, which certificate shall specifically include a statement that the Borrower is in compliance with all governmental licenses and authorizations and is qualified to do business and in good standing in all required jurisdictions; (c) the aggregate outstanding principal amount of the Advances shall not exceed the Borrowing Base or the Maximum Credit; (d) The Outstanding Principal Amount shall notif any Mortgage Loans are MERS Mortgage Loans, after giving effect to such Advance, exceed the lesser of the Borrowing Base Lender and the Maximum Loan AmountOriginator shall have entered into an Electronic Tracking Agreement with MERS in a form acceptable to the Lender. (e) Custodian the Lender shall have issued an Eligible received a Notice of Borrowing and Pledge, Loan List and Asset File Receipt applicable to the Eligible Assets with respect to which a transfer of funds has been proposed.Data Transmission and all other documents required under Section 2.03; (f) With respect to each Eligible Asset included in the Borrowing Base that is subject to a security interest (including any precautionary security interest) immediately prior to the Funding Date, Administrative Agent Lender shall have received documentation reasonably acceptable to Administrative Agent evidencing from the release Custodian a Custodian Loan Transmission and one or more Trust Receipts in respect of the security interest for Contracts and Mortgage Loans to be pledged hereunder on such Eligible Asset that is Business Day and an Exception Report, in each case dated such Business Day and duly executed by the related secured party and the related Borrowercompleted; (g) With respect in the event that the Contracts and Mortgage Loans to be pledged would cause the aggregate outstanding principal balance of the Contracts and Mortgage Loans pledged secured by Mortgaged Property or Secured Property from any state to exceed 15% of the aggregate outstanding principal balance of the Contracts and Mortgage Loans pledged hereunder, then the Borrower shall, upon request by the Lender, deliver an opinion of counsel acceptable to the initial AdvanceLender in such state, to extent invoiced at least two Business Days prior substantially in the form of items number 12 and 13 of Exhibit C, and an opinion of counsel as to the Effective Date, all reasonable characterization of such Contract or Mortgage Loan under the Uniform Commercial Code of the state in which the Collateral Files are held by the Custodian and documented out-of-pocket costs and expenses (including attorneys’ fees and expenses) under the laws of each Agentthe State of New York or the laws of such other state or states as the parties reasonably determine are applicable. (h) Except with respect to any Contract or Mortgage Loan that was funded in the extent waived name of or acquired by Administrative Agent a Qualified Originator which is an Affiliate of the Borrower, the Lender may, in its sole discretion, require the Borrower shall deliver to provide evidence sufficient to satisfy the Lender that such Contracts or cause to be delivered on or prior Mortgage Loan was acquired in a legal sale, including without limitation, an opinion, in form and substance and from an attorney, in both cases, acceptable to the related Funding DateLender in its sole discretion, the following items to the extent applicable,that such Contract or Mortgage Loan was acquired in a legal sale; (i) none of the following shall have occurred and/or be continuing: (i) an event or events, beyond the reasonable control of the Lender, resulting in the inability of the Lender to finance any Advances with traditional counterparties at rates which would have been reasonable prior to the Custodian, with respect to each Eligible Asset occurrence of such catastrophic event or events or a material adverse change in the financial condition of the Lender which is affects (or shall can reasonably be expected to affect) materially and adversely the ability of the Lender to fund its obligations under or otherwise comply with the terms of this Loan Agreement; or (ii) any other event beyond the control of the Lender which the Lender reasonably determines may result in the future be) represented by a physical certificate (including those issued electronically Lender’s inability to perform its obligations under the applicable state law) and is not in book entry formthis Loan Agreement including, the original physical certificate (without limitation, acts of God, strikes, lockouts, riots, acts of war or a statutorily authorized duplicate if the original certificate is lost or destroyed) issued in the name of the Designated Title Holderterrorism, together with a receiptepidemics, list nationalization, expropriation, currency restrictions, fire, communication line failures, computer viruses, power failures, earthquakes, or other document disasters of a similar nature to the foregoing. (which may j) if any Contracts or Mortgage Loans to be a photocopy or facsimile) issued pledged hereunder were acquired by the applicable taxing authority indicating that the Designated Title Holder is the record holder on Borrower, such taxing authority’s record of Tax Liens sold; provided, that, notwithstanding the foregoing, for purposes of the determination of whether an Eligible Asset File is sufficiently complete such that a Funding Date, as applicable, may occur, in jurisdictions in which an Eligible Asset Contracts or Mortgage Loans shall in the future be represented by a physical certificate, a Funding Date, as applicable, may occur following the delivery conform to the Custodian of an initial receipt Borrower’s Underwriting Guidelines or the Lender shall have received Underwriting Guidelines for such Contracts or Mortgage Loans acceptable to the Lender in its reasonable discretion; (k) the Lender shall have received all information requested from the applicable taxing authority with sufficient information for Borrower relating to Interest Rate Protection Agreements pursuant to Section 7.25, and the Custodian to verify ownership of Lender shall have reasonably determined that such Eligible Asset in Interest Rate Protection Agreements adequately protect the name of the Designated Title Holder which initial receipt will be supplemented in the future by the delivery of the physical certificateBorrower from interest rate fluctuations; and (iil) the Lender shall have received (to the Custodianextent not previously provided), no later than 1:00 p.m. three (3) days prior to the requested Funding Date, an Instruction Letter, executed by the Borrower, with respect the Servicing Agreement attached thereto, which such Servicing Agreement shall be in form and substance acceptable to each Eligible Asset that is a tax certificate or tax deed (including those issued electronically under the applicable state law) in book entry form (and not represented by a physical certificate), the receipt, list or other document (which may be a photocopy or facsimile) issued by the applicable taxing authority of the state indicating that the Designated Title Holder is the record holder on such taxing authority’s record of Tax Liens soldLender. Each request for a borrowing by the Borrower hereunder shall constitute a certification by the Borrower that all of to the conditions precedent effect set forth in this Section 5.02 have been satisfied in full(both as of the date of such notice, request or confirmation and as of the date of such borrowing).

Initial and Subsequent Advances. The making of each Advance to the Borrowers (including the initial Advance) on any Advance on or after the Effective Date) Business Day is subject to the satisfaction of the following further conditions precedent, both immediately prior to the making of such Advance and also after giving effect thereto and to the intended use thereof: (a) No Cash Sweep Period, no Default or Event of Default, Default under either Section 8(a) or (b) or any other material Default not reasonably susceptible to cure within the applicable cure period shall have occurred and be continuing.continuing or would be created by the making of such Advance; (b) Borrower shall have certified both immediately prior to Administrative Agent in writing the acquisition cost making of such Advance and also after giving effect thereto and to the related Eligible Assets (including therein reasonable supporting documentation required by Administrative Agentintended use thereof, if any); (c) The the representations and warranties made by the Borrowers in Section 6 hereof hereof, and in each of the other Loan Documents Documents, shall be true and correct complete on and as of the date of the making of such Advance in all material respects (in the case of the representations and warranties in Section 6.23 and Schedule 1, solely with respect to Mortgage Loans included in the Borrowing Base) with the same force and effect as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date).. At the request of the Lender, the Lender shall have received an officer’s certificate signed by a Responsible Officer of the applicable Borrower certifying as to the truth and accuracy of the above, which certificate shall specifically include a statement that such Borrower is in compliance with all governmental licenses and authorizations and is qualified to do business and in good standing in all required jurisdictions; (c) the aggregate outstanding principal amount of the Advances shall not exceed the Borrowing Base; (d) The Outstanding Principal Amount subject to the Lender’s right to perform one or more Due Diligence Reviews pursuant to Section 10.16 hereof, the Lender shall nothave completed its due diligence view of the Mortgage Loan Documents for each Advance and such other documents, after giving effect records, agreements, instruments, mortgaged properties or information relating to such Advance, exceed the lesser of the Borrowing Base Advances and the Maximum Loan Amount.Borrowers as the Lender in its reasonable discretion deems appropriate to review and such review shall be satisfactory to the Lender in its reasonable discretion; (e) Custodian the Lender shall have issued an Eligible Asset File Receipt applicable to the Eligible Assets with respect to which received a transfer Notice of funds has been proposed.Borrowing and Pledge, Loan List and Mortgage Loan Data Transmission and all other documents required under Section 2.03; (f) With respect to each Eligible Asset included in the Borrowing Base that is subject to a security interest (including any precautionary security interest) immediately prior to the Funding Date, Administrative Agent Lender shall have received documentation reasonably acceptable from the Custodian a Custodian Loan Transmission and one or more Trust Receipts in respect of Mortgage Loans to Administrative Agent evidencing the release of the security interest for be pledged hereunder on such Eligible Asset that is Business Day and an Exception Report, in each case dated such Business Day and duly executed by the related secured party and the related Borrowercompleted; (g) With if any Mortgage Loans to be pledged hereunder were acquired by the Borrowers, such Mortgage Loans shall conform to the Underwriting Guidelines or the Lender shall have received Underwriting Guidelines for such Mortgage Loans acceptable to the Lender in its reasonable discretion; (h) the Lender shall have received all information requested from the Borrowers relating to Interest Rate Protection Agreements pursuant to Section 7.24, and the Lender shall have reasonably determined that such Interest Rate Protection Agreements adequately protect the Borrowers from interest rate fluctuations; (i) the Lender shall have received, no later than 10:00 a.m. three (3) days prior to the requested Funding Date, an Instruction Letter, executed by the applicable Borrower, with the related Servicing Agreement (as defined in Section 10.15(c)) attached thereto, which such Servicing Agreement shall be in form and substance acceptable to Lender; (j) with respect to the initial Advancemaking any Tranche A Advances or Tranche B Advances, to extent invoiced if at least two Business Days prior to any time after the Effective Date, all reasonable either Borrower shall have materially amended or modified its Underwriting Guidelines, such Borrower shall have delivered to the Lender a complete copy of such amended or modified Underwriting Guidelines and documented out-of-pocket costs and expenses (including attorneys’ fees and expenses) of each Agent.the Lender shall have consented in writing to such material amendment or modification; and (hk) Except to the extent waived by Administrative Agent in its sole discretion, Borrower shall deliver or cause to be delivered on or prior to the related Funding Date, neither of the following items to the extent applicable,shall have occurred and/or be continuing: (i) an event or events resulting in the inability of the Lender to finance any Advances with traditional counterparties at rates which would have been reasonable prior to the Custodian, with respect to each Eligible Asset occurrence of such event or events or a material adverse change in the financial condition of the Lender which is affects (or shall in can reasonably be expected to affect) materially and adversely the future be) represented by a physical certificate (including those issued electronically under the applicable state law) and is not in book entry form, the original physical certificate (or a statutorily authorized duplicate if the original certificate is lost or destroyed) issued in the name ability of the Designated Title Holder, together Lender to fund its obligations under or otherwise comply with a receipt, list or other document (which may be a photocopy or facsimile) issued by the applicable taxing authority indicating that the Designated Title Holder is the record holder on such taxing authority’s record terms of Tax Liens soldthis Loan Agreement; provided, that, notwithstanding the foregoing, for purposes of the determination of whether an Eligible Asset File is sufficiently complete such that a Funding Date, as applicable, may occur, in jurisdictions in which an Eligible Asset shall in the future be represented by a physical certificate, a Funding Date, as applicable, may occur following the delivery to the Custodian of an initial receipt from the applicable taxing authority with sufficient information for the Custodian to verify ownership of such Eligible Asset in the name of the Designated Title Holder which initial receipt will be supplemented in the future by the delivery of the physical certificate; andor (ii) any other event beyond the control of the Lender shall have occurred which the Lender reasonably determines may result in the Lender’s inability to perform its obligations under this Loan Agreement including, without limitation, acts of God, strikes, lockouts, riots, acts of war or terrorism, epidemics, nationalization, expropriation, currency restrictions, fire, communication line failures, computer viruses, power failures, earthquakes, or other disasters of a similar nature to the Custodian, with respect to each Eligible Asset that is a tax certificate or tax deed (including those issued electronically under the applicable state law) in book entry form (and not represented by a physical certificate), the receipt, list or other document (which may be a photocopy or facsimile) issued by the applicable taxing authority of the state indicating that the Designated Title Holder is the record holder on such taxing authority’s record of Tax Liens soldforegoing. Each request for a borrowing by either Borrower hereunder shall constitute a certification by such Borrower that all of to the conditions precedent effect set forth in this Section 5.02 (both as of the date of such notice, request or confirmation and as of the date of such borrowing). Notwithstanding any other terms and conditions of this Warehouse Agreement, Aames Funding shall not be required to satisfy any conditions precedent other than those provided in Section 5.01(a), 5.01(b)(i) and 5.01(b)(ii) until such date as Aames Funding shall request an Advance hereunder, at which time it shall be a condition precedent to the Lender making such Advance that Aames Funding shall have been satisfied in fullall conditions provided herein.

Initial and Subsequent Advances. The making of each Advance to the Borrower (including the initial Advance) on any Advance on or after the Effective Date) Business Day is subject to the satisfaction of the following further conditions precedent, both immediately prior to the making of such Advance and also after giving effect thereto and to the intended use thereof: (a) No Cash Sweep Period, no Default or Event of Default, Default under either Section 8(a) or (b) or any other material Default not reasonably susceptible to cure within the applicable cure period shall have occurred and be continuing.; (b) Borrower shall have certified both immediately prior to Administrative Agent in writing the acquisition cost making of such Advance and also after giving effect thereto and to the related Eligible Assets (including therein reasonable supporting documentation required by Administrative Agentintended use thereof, if any); (c) The the representations and warranties made by the Borrower in Section 6 hereof hereof, and in each of the other Loan Documents Documents, shall be true and correct complete on and as of the date of the making of such Advance in all material respects (in the case of the representations and warranties in Section 6.23 and Schedule 1, solely with respect to Mortgage Loans included in the Borrowing Base) with the same force and effect as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date).. At the request of the Lender, the Lender shall have received an officer's certificate signed by a Responsible Officer of the Borrower certifying as to the truth and accuracy of the above, which certificate shall specifically include a statement that the Borrower is in compliance with all governmental licenses and authorizations and is qualified to do business and in good standing in all required jurisdictions; (c) the aggregate outstanding principal amount of the Advances shall not exceed the Borrowing Base; (d) The Outstanding Principal Amount subject to the Lender's right to perform one or more Due Diligence Reviews pursuant to Section 11.16 hereof, the Lender shall nothave completed its due diligence review of the Mortgage Loan Documents for each prior Advance and such other documents, after giving effect records, agreements, instruments, mortgaged properties or information relating to such Advance, exceed Advances as the lesser of Lender in its reasonable discretion deems appropriate to review and such review shall be satisfactory to the Borrowing Base and the Maximum Loan Amount.Lender in its reasonable discretion; (e) Custodian the Lender shall have issued an Eligible Asset File Receipt applicable to the Eligible Assets with respect to which received a transfer Notice of funds has been proposed.Borrowing and Pledge, Loan List and Mortgage Loan Data Transmission and all other documents required under Section 2.03; (f) With respect to each Eligible Asset included in the Borrowing Base that is subject to a security interest (including any precautionary security interest) immediately prior to the Funding Date, Administrative Agent Lender shall have received documentation reasonably acceptable from the Custodian a Custodian Loan Transmission and one or more Trust Receipts in respect of Mortgage Loans to Administrative Agent evidencing the release of the security interest for be pledged hereunder on such Eligible Asset that is Business Day and an Exception Report, in each case dated such Business Day and duly executed by the related secured party and the related Borrowercompleted; (g) With respect in the event that the Mortgage Loans to be pledged would cause the aggregate outstanding principal balance of Mortgage Loans pledged secured by Mortgaged Property from any state to exceed 10% of the aggregate outstanding principal balance of Mortgage Loans pledged hereunder, then the Borrower shall, upon reasonable request by the Lender, deliver an opinion of counsel acceptable to the initial AdvanceLender in such state, to extent invoiced at least two Business Days prior to substantially in the Effective Date, all reasonable form of items number 12 and documented out-of-pocket costs and expenses (including attorneys’ fees and expenses) 13 of each Agent.Exhibit C; (h) Except with respect to any Mortgage Loan that was funded in the extent waived name of or acquired by Administrative Agent a Qualified Originator which is an Affiliate of the Borrower, the Lender may, in its sole discretion, require the Borrower shall deliver or cause to be delivered on or prior provide evidence sufficient to satisfy the Lender that such Mortgage Loan was acquired in a legal sale, including without limitation, an opinion, in form and substance and from an attorney, in both cases, acceptable to the related Funding DateLender in its sole discretion, the following items to the extent applicable,that such Mortgage Loan was acquired in a legal sale; (i) none of the following shall have occurred and/or be continuing: (i) an event or events resulting in the inability of the Lender to finance any Advances with traditional counterparties at rates which would have been reasonable prior to the Custodian, with respect to each Eligible Asset occurrence of such catastrophic event or events or a material adverse change in the financial condition of the Lender which is affects (or shall can reasonably be expected to affect) materially and adversely the ability of the Lender to fund its obligations under or otherwise comply with the terms of this Loan Agreement; or (ii) any other event beyond the control of the Lender which the Lender reasonably determines may result in the future be) represented by a physical certificate (including those issued electronically Lender's inability to perform its obligations under the applicable state law) and is not in book entry formthis Loan Agreement including, the original physical certificate (without limitation, acts of God, strikes, lockouts, riots, acts of war or a statutorily authorized duplicate if the original certificate is lost or destroyed) issued in the name of the Designated Title Holderterrorism, together with a receiptepidemics, list nationalization, expropriation, currency restrictions, fire, communication line failures, computer viruses, power failures, earthquakes, or other document disasters of a similar nature to the foregoing;. (which may j) if any Mortgage Loans to be a photocopy or facsimile) issued pledged hereunder were not originated by the applicable taxing authority indicating that the Designated Title Holder is the record holder on Borrower, such taxing authority’s record of Tax Liens sold; provided, that, notwithstanding the foregoing, for purposes of the determination of whether an Eligible Asset File is sufficiently complete such that a Funding Date, as applicable, may occur, in jurisdictions in which an Eligible Asset Mortgage Loans shall in the future be represented by a physical certificate, a Funding Date, as applicable, may occur following the delivery conform to the Custodian of an initial receipt Borrower's Underwriting Guidelines or the Lender shall have received Underwriting Guidelines for such Mortgage Loans acceptable to the Lender in its reasonable discretion; (k) the Lender shall have received all information requested from the applicable taxing authority with sufficient information for Borrower relating to Interest Rate Protection Agreements pursuant to Section 7.25, and the Custodian to verify ownership of Lender shall have reasonably determined that such Eligible Asset in Interest Rate Protection Agreements adequately protect the name of the Designated Title Holder which initial receipt will be supplemented in the future by the delivery of the physical certificateBorrower from interest rate fluctuations; and (iil) the Lender shall have received, no later than 10:00 a.m. three (3) days prior to the Custodianrequested Funding Date, an Instruction Letter, executed by the Borrower, with respect the related Servicing Agreement (as defined in Section 11.15(c)) attached thereto, which such Servicing Agreement shall be in form and substance acceptable to each Eligible Asset that is a tax certificate or tax deed (including those issued electronically under the applicable state law) in book entry form (and not represented by a physical certificate), the receipt, list or other document (which may be a photocopy or facsimile) issued by the applicable taxing authority of the state indicating that the Designated Title Holder is the record holder on such taxing authority’s record of Tax Liens soldLender. Each request for a borrowing by the Borrower hereunder shall constitute a certification by the Borrower that all of to the conditions precedent effect set forth in this Section 5.02 have been satisfied in full(both as of the date of such notice, request or confirmation and as of the date of such borrowing).

Initial and Subsequent Advances. The making of each Advance to the Borrower (including the initial Advance) on any Advance on or after the Effective Date) Business Day is subject to the satisfaction of the following further conditions precedent, both immediately prior to the making of such Advance and also after giving effect thereto and to the intended use thereof: (a) No Cash Sweep Periodno Default, Event of DefaultDefault or event which, Default under either Section 8(a) or (b) or any other material Default not reasonably susceptible to cure within in the applicable cure period sole judgment of the Lender, may have a Material Adverse Effect shall have occurred and be continuing.; (b) Borrower shall have certified both immediately prior to Administrative Agent in writing the acquisition cost making of such Advance and also after giving effect thereto and to the related Eligible Assets (including therein reasonable supporting documentation required by Administrative Agentintended use thereof, if any); (c) The the representations and warranties made by the Borrower and Guarantor in Section 6 hereof hereof, and in each of the other Loan Documents Documents, shall be true and correct complete on and as of the date of the making of such Advance in all material respects (in the case of the representations and warranties set forth on Schedule 1 solely with respect to Mortgage Loans included in the Borrowing Base) with the same force and effect as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date).. At the request of the Lender, the Lender shall have received an officer’s certificate signed by a Responsible Officer of the Borrower or certifying as to the truth and accuracy of the above, which certificate shall specifically include a statement that the Borrower is in compliance with all governmental licenses and authorizations and is qualified to do business and in good standing in all required jurisdictions; (c) the aggregate outstanding principal amount of the Advances shall not exceed the Borrowing Base; (d) The Outstanding Principal Amount subject to the Lender’s right to perform one or more Due Diligence Reviews pursuant to Section 11.16 hereof, the Lender shall nothave completed its due diligence review of the Mortgage Loan Documents for each Advance and such other documents, after giving effect records, agreements, instruments, mortgaged properties or information relating to such Advance, exceed Advances as the lesser of Lender in its reasonable discretion deems appropriate to review and such review shall be satisfactory to the Borrowing Base and the Maximum Loan Amount.Lender in its reasonable discretion; (e) Custodian the Lender shall have issued an Eligible received a Notice of Borrowing and Pledge, Asset File Receipt applicable to the Eligible Assets with respect to which a transfer of funds has been proposed.Schedule and Asset Data Transmission and all other documents required under Section 2.03; (f) With respect to each Eligible Asset included in the Borrowing Base that is subject to a security interest (including any precautionary security interest) immediately prior to the Funding Date, Administrative Agent Lender shall have received documentation reasonably acceptable from the Custodian, a Custodian Asset Transmission and one or more Trust Receipts in respect of Mortgage Loans to Administrative Agent evidencing the release of the security interest for be pledged hereunder on such Eligible Asset that is Business Day and an Exception Report, in each case dated such Business Day and duly executed by the related secured party and the related Borrowercompleted; (g) With respect in the event that the Mortgage Loans to be pledged would cause the aggregate outstanding principal balance of Mortgage Loans pledged secured by Mortgaged Property from any state to exceed 10% of the aggregate outstanding principal balance of Mortgage Loans pledged hereunder, then the Borrower shall, upon request by the Lender, deliver an opinion of counsel acceptable to the initial AdvanceLender in such state, to extent invoiced at least two Business Days prior to substantially in the Effective Date, all reasonable form of items number 12 and documented out-of-pocket costs and expenses (including attorneys’ fees and expenses) 13 of each Agent.Exhibit C: (h) Except with respect to any Mortgage Loan that was funded in the extent waived name of or acquired by Administrative Agent a Qualified Originator which is an Affiliate of the Borrower, the Lender may, in its sole discretion, require the Borrower shall deliver or cause to be delivered on or prior provide evidence sufficient to satisfy the Lender that such Mortgage Loan was acquired in a legal sale, including without limitation, an opinion, in form and substance and from an attorney, in both cases, acceptable to the related Funding DateLender in its sole discretion, the following items to the extent applicable,that such Mortgage Loan was acquired in a legal sale; (i) none of the following shall have occurred and/or be continuing: (i) a catastrophic event or events shall have occurred resulting in the effective absence of a “repo market” or comparable “lending market” for financing debt obligations secured by mortgage loans or securities for a period of (or reasonably expected to be) at least 30 consecutive days and the same has resulted in the Lender not being able to finance any Advances through the “repo market” or “lending market” with traditional counterparties at rates which would have been reasonable prior to the Custodian, with respect to each Eligible Asset which is (or shall in the future be) represented by a physical certificate (including those issued electronically under the applicable state law) and is not in book entry form, the original physical certificate (or a statutorily authorized duplicate if the original certificate is lost or destroyed) issued in the name of the Designated Title Holder, together with a receipt, list or other document (which may be a photocopy or facsimile) issued by the applicable taxing authority indicating that the Designated Title Holder is the record holder on such taxing authority’s record of Tax Liens sold; provided, that, notwithstanding the foregoing, for purposes of the determination of whether an Eligible Asset File is sufficiently complete such that a Funding Date, as applicable, may occur, in jurisdictions in which an Eligible Asset shall in the future be represented by a physical certificate, a Funding Date, as applicable, may occur following the delivery to the Custodian of an initial receipt from the applicable taxing authority with sufficient information for the Custodian to verify ownership occurrence of such Eligible Asset in the name of the Designated Title Holder which initial receipt will be supplemented in the future by the delivery of the physical certificate; andcatastrophic event or events; (ii) a catastrophic event or events shall have occurred resulting in the effective absence of a “securities market” for securities backed by mortgage loans for a period of (or reasonably expected to be) at least 30 consecutive days and the same results in the Lender not being able to sell securities backed by mortgage loans at prices which would have been reasonable prior to such catastrophic event or events; or (iii) there shall have occurred a material adverse change in the financial condition of the Lender which affects (or can reasonably be expected to affect) materially and adversely the ability of the Lender to fund its obligations under this Loan Agreement and the Lender shall have given notice thereof pursuant to Section 11.02 hereof to the Custodian, with respect Borrower at least 30 days prior to each Eligible Asset that is a tax certificate or tax deed (including those issued electronically under the applicable state law) in book entry form (and not represented by a physical certificate), the receipt, list or other document (which may be a photocopy or facsimile) issued by the applicable taxing authority of the state indicating that the Designated Title Holder is the record holder on such taxing authority’s record of Tax Liens sold. Each request for a borrowing by Borrower hereunder shall constitute a certification by Borrower that all of the conditions precedent set forth in this Section 5.02 have been satisfied in full.requested Funding Date;

Initial and Subsequent Advances. The making of each Advance to the Borrower (including the initial Advance) on any Advance on or after the Effective Date) Business Day is subject to the satisfaction of the following further conditions precedent, both immediately prior to the making of such Advance and also after giving effect thereto and to the intended use thereof: (a) No Cash Sweep Period, no Default or Event of Default, Default under either Section 8(a) or (b) or any other material Default not reasonably susceptible to cure within the applicable cure period shall have occurred and be continuing.; (b) Borrower shall have certified both immediately prior to Administrative Agent in writing the acquisition cost making of such Advance and also after giving effect thereto and to the related Eligible Assets (including therein reasonable supporting documentation required by Administrative Agentintended use thereof, if any); (c) The the representations and warranties made by the Borrower in Section 6 hereof hereof, and in each of the other Loan Documents Documents, shall be true and correct complete on and as of the date of the making of such Advance in all material respects (in the case of the representations and warranties set forth on Schedule 1 solely with respect to Mortgage Loans included in the Borrowing Base) with the same force and effect as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date).. At the request of the Lender, the Lender shall have received an officer's certificate signed by a Responsible Officer of the Borrower certifying as to the truth and accuracy of the above, which certificate shall specifically include a statement that the Borrower is in compliance with all governmental licenses and authorizations and is qualified to do business and in good standing in all required jurisdictions; (c) the aggregate outstanding principal amount of the Advances shall not exceed the Borrowing Base; (d) The Outstanding Principal Amount subject to the Lender's right to perform one or more Due Diligence Reviews pursuant to Section 11.16 hereof, the Lender shall nothave completed its due diligence review of the Mortgage Loan Documents for each Advance and such other documents, after giving effect records, agreements, instruments, mortgaged properties or information relating to such Advance, exceed Advances as the lesser of Lender in its reasonable discretion deems appropriate to review and such review shall be satisfactory to the Borrowing Base and the Maximum Loan Amount.Lender in its reasonable discretion; (e) Custodian the Lender shall have issued an Eligible received a Notice of Borrowing and Pledge, Asset File Receipt applicable to the Eligible Assets with respect to which a transfer of funds has been proposed.Schedule and Asset Data Transmission and all other documents required under Section 2.03; (f) With respect to each Eligible Asset included in the Borrowing Base that is subject to a security interest (including any precautionary security interest) immediately prior to the Funding Date, Administrative Agent Lender shall have received documentation reasonably acceptable from the Custodian, a Custodian Asset Transmission and one or more Trust Receipts in respect of Mortgage Loans to Administrative Agent evidencing the release of the security interest for be pledged hereunder on such Eligible Asset that is Business Day and an Exception Report, in each case dated such Business Day and duly executed by the related secured party and the related Borrowercompleted; (g) With respect in the event that the Mortgage Loans to be pledged would cause the aggregate outstanding principal balance of Mortgage Loans pledged secured by Mortgaged Property from any state to exceed 10% of the aggregate outstanding principal balance of Mortgage Loans pledged hereunder, then the Borrower shall, upon request by the Lender, deliver an opinion of counsel acceptable to the initial AdvanceLender in such state, to extent invoiced at least two Business Days prior to substantially in the Effective Date, all reasonable form of items number 12 and documented out-of-pocket costs and expenses (including attorneys’ fees and expenses) 13 of each Agent.Exhibit C; (h) Except with respect to any Mortgage Loan that was funded in the extent waived name of or acquired by Administrative Agent a Qualified Originator which is an Affiliate of the Borrower, the Lender may, in its sole discretion, require the Borrower shall deliver or cause to be delivered on or prior provide evidence sufficient to satisfy the Lender that such Mortgage Loan was acquired in a legal sale, including without limitation, an opinion, in form and substance and from an attorney, in both cases, acceptable to the related Funding DateLender in its sole discretion, the following items to the extent applicable,that such Mortgage Loan was acquired in a legal sale; (i) none of the following shall have occurred and/or be continuing: (i) a catastrophic event or events shall have occurred resulting in the effective absence of a "repo market" or comparable "lending market" for financing debt obligations secured by mortgage loans or securities for a period of (or reasonably expected to be) at least 30 consecutive days and the same has resulted in the Lender not being able to finance any Advances through the "repo market" or "lending market" with traditional counterparties at rates which would have been reasonable prior to the Custodian, with respect to each Eligible Asset which is (or shall in the future be) represented by a physical certificate (including those issued electronically under the applicable state law) and is not in book entry form, the original physical certificate (or a statutorily authorized duplicate if the original certificate is lost or destroyed) issued in the name of the Designated Title Holder, together with a receipt, list or other document (which may be a photocopy or facsimile) issued by the applicable taxing authority indicating that the Designated Title Holder is the record holder on such taxing authority’s record of Tax Liens sold; provided, that, notwithstanding the foregoing, for purposes of the determination of whether an Eligible Asset File is sufficiently complete such that a Funding Date, as applicable, may occur, in jurisdictions in which an Eligible Asset shall in the future be represented by a physical certificate, a Funding Date, as applicable, may occur following the delivery to the Custodian of an initial receipt from the applicable taxing authority with sufficient information for the Custodian to verify ownership occurrence of such Eligible Asset in the name of the Designated Title Holder which initial receipt will be supplemented in the future by the delivery of the physical certificate; andcatastrophic event or events; (ii) a catastrophic event or events shall have occurred resulting in the effective absence of a "securities market" for securities backed by mortgage loans for a period of (or reasonably expected to be) at least 30 consecutive days and the same results in the Lender not being able to sell securities backed by mortgage loans at prices which would have been reasonable prior to such catastrophic event or events; or (iii) there shall have occurred a material adverse change in the financial condition of the Lender which affects (or can reasonably be expected to affect) materially and adversely the ability of the Lender to fund its obligations under this Loan Agreement and the Lender shall have given notice thereof pursuant to Section 11.02 hereof to the Custodian, with respect Borrower at least 30 days prior to each Eligible Asset that is a tax certificate or tax deed (including those issued electronically under the applicable state law) in book entry form (and not represented by a physical certificate), the receipt, list or other document (which may be a photocopy or facsimile) issued by the applicable taxing authority of the state indicating that the Designated Title Holder is the record holder on such taxing authority’s record of Tax Liens sold. Each request for a borrowing by Borrower hereunder shall constitute a certification by Borrower that all of the conditions precedent set forth in this Section 5.02 have been satisfied in full.requested Funding Date;

Initial and Subsequent Advances. The making of each Advance to the Borrower (including the initial Advance) on any Advance on or after the Effective Date) Business Day is subject to the satisfaction of the following further conditions precedent, both immediately prior to the making of such Advance and also after giving effect thereto and to the intended use thereof: (a) No Cash Sweep Period, no Default or Event of Default, Default under either Section 8(a) or (b) or any other material Default not reasonably susceptible to cure within the applicable cure period shall have occurred and be continuing.; (b) Borrower shall have certified both immediately prior to Administrative Agent in writing the acquisition cost making of such Advance and also after giving effect thereto and to the related Eligible Assets (including therein reasonable supporting documentation required by Administrative Agentintended use thereof, if any); (c) The the representations and warranties made by the Borrower in Section 6 hereof hereof, and in each of the other Loan Documents Documents, shall be true and correct complete on and as of the date of the making of such Advance in all material respects (in the case of the representations and warranties in Section 6.23 and Schedule 1, solely with respect to Mortgage Loans included in the Borrowing Base) with the same force and effect as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date).. At the request of the Lender, the Lender shall have received an officer's certificate signed by a Responsible Officer of the Borrower certifying as to the truth and accuracy of the above, which certificate shall specifically include a statement that the Borrower is in compliance with all governmental licenses and authorizations and is qualified to do business and in good standing in all required jurisdictions; (c) the aggregate outstanding principal amount of the Advances shall not exceed the Borrowing Base or the Maximum Credit; (d) The Outstanding Principal Amount subject to the Lender's right to perform one or more Due Diligence Reviews pursuant to Section 11.16 hereof, the Lender shall nothave completed its due diligence review of the Mortgage Loan Documents for each Advance and such other documents, after giving effect records, agreements, instruments, mortgaged properties or information relating to such Advance, exceed Advances as the lesser of Lender in its reasonable discretion deems appropriate to review and such review shall be satisfactory to the Borrowing Base and the Maximum Loan Amount.Lender in its reasonable discretion; (e) Custodian the Lender shall have issued an Eligible Asset File Receipt applicable to the Eligible Assets with respect to which received a transfer Notice of funds has been proposed.Borrowing and Pledge, Mortgage Loan List and Mortgage Loan Data Transmission and all other documents required under Section 2.03; (f) With respect to each Eligible Asset included in the Borrowing Base that is subject to a security interest (including any precautionary security interest) immediately prior to the Funding Date, Administrative Agent Lender shall have received documentation reasonably acceptable from the Custodian a Custodian Loan Transmission and one or more Trust Receipts in respect of Mortgage Loans to Administrative Agent evidencing the release of the security interest for be pledged hereunder on such Eligible Asset that is Business Day and an Exception Report, in each case dated such Business Day and duly executed by the related secured party and the related Borrowercompleted; (g) With respect in the event that the Mortgage Loans to be pledged would cause the aggregate outstanding principal balance of Mortgage Loans pledged secured by Mortgaged Property from any state to exceed 10% of the aggregate outstanding principal balance of Mortgage Loans pledged hereunder, then the Borrower shall, upon request by the Lender, deliver an opinion of counsel acceptable to the initial AdvanceLender in such state, to extent invoiced at least two Business Days prior to substantially in the Effective Date, all reasonable form of items number 12 and documented out-of-pocket costs and expenses (including attorneys’ fees and expenses) 13 of each Agent.Exhibit C; (h) Except with respect to any Mortgage Loan that was funded in the extent waived name of or acquired by Administrative Agent a Qualified Originator which is an Affiliate of the Borrower, the Lender may, in its sole discretion, require the Borrower shall deliver or cause to be delivered on or prior provide evidence sufficient to satisfy the Lender that such Mortgage Loan was acquired in a legal sale, including without limitation, an opinion, in form and substance and from an attorney, in both cases, acceptable to the related Funding DateLender in its sole discretion, the following items to the extent applicable,that such Mortgage Loan was acquired in a legal sale; (i) none of the following shall have occurred and/or be continuing: (i) an event or events resulting in the inability of the Lender to finance any Advances with traditional counterparties at rates which would have been reasonable prior to the Custodian, with respect to each Eligible Asset occurrence of such catastrophic event or events or a material adverse change in the financial condition of the Lender which is affects (or shall can reasonably be expected to affect) materially and adversely the ability of the Lender to fund any obligations under or otherwise comply with the terms of this Loan Agreement; or (ii) any other event beyond the control of the Lender which the Lender reasonably determines may result in the future be) represented by a physical certificate (including those issued electronically Lender's inability to perform any obligations under the applicable state law) and is not in book entry formthis Loan Agreement including, the original physical certificate (without limitation, acts of God, strikes, lockouts, riots, acts of war or a statutorily authorized duplicate if the original certificate is lost or destroyed) issued in the name of the Designated Title Holderterrorism, together with a receiptepidemics, list nationalization, expropriation, currency restrictions, fire, communication line failures, computer viruses, power failures, earthquakes, or other document disasters of a similar nature to the foregoing. (which may j) if any Mortgage Loans to be a photocopy or facsimile) issued pledged hereunder were acquired by the applicable taxing authority indicating that the Designated Title Holder is the record holder on Borrower, such taxing authority’s record of Tax Liens sold; provided, that, notwithstanding the foregoing, for purposes of the determination of whether an Eligible Asset File is sufficiently complete such that a Funding Date, as applicable, may occur, in jurisdictions in which an Eligible Asset Mortgage Loans shall in the future be represented by a physical certificate, a Funding Date, as applicable, may occur following the delivery conform to the Custodian of an initial receipt Borrower's Underwriting Guidelines or the Lender shall have received Underwriting Guidelines for such Mortgage Loans acceptable to the Lender in its reasonable discretion; (k) the Lender shall have received all information requested from the applicable taxing authority with sufficient information for Borrower relating to Interest Rate Protection Agreements pursuant to Section 7.25, and the Custodian to verify ownership of Lender shall have reasonably determined that such Eligible Asset in Interest Rate Protection Agreements adequately protect the name of the Designated Title Holder which initial receipt will be supplemented in the future by the delivery of the physical certificateBorrower from interest rate fluctuations; and (iil) the Lender shall have received, no later than 10:00 a.m. three (3) days prior to the Custodianrequested Funding Date, an Instruction Letter, executed by the Borrower, with respect the related Servicing Agreement attached thereto, which such Servicing Agreement shall be in form and substance acceptable to each Eligible Asset that is a tax certificate or tax deed (including those issued electronically under the applicable state law) in book entry form (and not represented by a physical certificate), the receipt, list or other document (which may be a photocopy or facsimile) issued by the applicable taxing authority of the state indicating that the Designated Title Holder is the record holder on such taxing authority’s record of Tax Liens soldLender. Each request for a borrowing by the Borrower hereunder shall constitute a certification by the Borrower that all of to the conditions precedent effect set forth in this Section 5.02 have been satisfied in full(both as of the date of such notice, request or confirmation and as of the date of such borrowing).

Initial and Subsequent Advances. The making of each Advance to the Borrower (including the initial Advance) on any Advance on or after the Effective Date) Business Day is subject to the satisfaction of the following further conditions precedent, both immediately prior to the making of such Advance and also after giving effect thereto and to the intended use thereof: (a) No Cash Sweep Period, no Default or Event of Default, Default under either Section 8(a) or (b) or any other material Default not reasonably susceptible to cure within the applicable cure period shall have occurred and be continuing.; (b) Borrower shall have certified both immediately prior to Administrative Agent in writing the acquisition cost making of such Advance and also after giving effect thereto and to the related Eligible Assets (including therein reasonable supporting documentation required by Administrative Agentintended use thereof, if any); (c) The the representations and warranties made by the Borrower in Section 6 hereof hereof, and in each of the other Loan Documents Documents, shall be true and correct complete on and as of the date of the making of such Advance in all material respects (in the case of the representations and warranties in Section 6.23 and Schedule 1, solely with respect to Mortgage Loans included in the Borrowing Base) with the same force and effect as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date).. At the request of the Lender, the Lender shall have received an officer's certificate signed by a Responsible Officer of the Borrower certifying as to the truth and accuracy of the above, which certificate shall specifically include a statement that the Borrower is in compliance with all governmental licenses and authorizations and is qualified to do business and in good standing in all required jurisdictions; (c) the aggregate outstanding principal amount of the Advances shall not exceed the Borrowing Base or the Maximum Credit; (d) The Outstanding Principal Amount subject to the Lender's right to perform one or more Due Diligence Reviews pursuant to Section 11.16 hereof, the Lender shall nothave completed its due diligence review of the Mortgage Loan Documents for each Advance and such other documents, after giving effect records, agreements, instruments, mortgaged properties or information relating to such Advance, exceed Advances as the lesser of Lender in its reasonable discretion deems appropriate to review and such review shall be satisfactory to the Borrowing Base and the Maximum Loan Amount.Lender in its reasonable discretion; (e) Custodian the Lender shall have issued an Eligible Asset File Receipt applicable to the Eligible Assets with respect to which received a transfer Notice of funds has been proposed.Borrowing and Pledge, Loan List and Mortgage Loan Data Transmission and all other documents required under Section 2.03; (f) With respect to each Eligible Asset included in the Borrowing Base that is subject to a security interest (including any precautionary security interest) immediately prior to the Funding Date, Administrative Agent Lender shall have received documentation reasonably acceptable from the Custodian a Custodian Loan Transmission and one or more Trust Receipts in respect of Mortgage Loans to Administrative Agent evidencing the release of the security interest for be pledged hereunder on such Eligible Asset that is Business Day and an Exception Report, in each case dated such Business Day and duly executed by the related secured party and the related Borrowercompleted; (g) With respect in the event that the Mortgage Loans to be pledged would cause the aggregate outstanding principal balance of Mortgage Loans pledged secured by Mortgaged Property from any state to exceed 10% of the aggregate outstanding principal balance of Mortgage Loans pledged hereunder, then the Borrower shall, upon request by the Lender, deliver an opinion of counsel acceptable to the initial AdvanceLender in such state, to extent invoiced at least two Business Days prior to substantially in the Effective Date, all reasonable form of items number 12 and documented out-of-pocket costs and expenses (including attorneys’ fees and expenses) 13 of each Agent.Exhibit C; (h) Except with respect to any Mortgage Loan that was funded in the extent waived name of or acquired by Administrative Agent a Qualified Originator which is an Affiliate of the Borrower, the Lender may, in its sole discretion, require the Borrower shall deliver or cause to be delivered on or prior provide evidence sufficient to satisfy the Lender that such Mortgage Loan was acquired in a legal sale, including without limitation, an opinion, in form and substance and from an attorney, in both cases, acceptable to the related Funding DateLender in its sole discretion, the following items to the extent applicable,that such Mortgage Loan was acquired in a legal sale; (i) none of the following shall have occurred and/or be continuing: (i) an event or events resulting in the inability of the Lender to finance any Advances with traditional counterparties at rates which would have been reasonable prior to the Custodian, with respect to each Eligible Asset occurrence of such catastrophic event or events or a material adverse change in the financial condition of the Lender which is affects (or shall can reasonably be expected to affect) materially and adversely the ability of the Lender to fund any obligations under or otherwise comply with the terms of this Loan Agreement; or (ii) any other event beyond the control of the Lender which the Lender reasonably determines may result in the future be) represented by a physical certificate (including those issued electronically Lender's inability to perform any obligations under the applicable state law) and is not in book entry formthis Loan Agreement including, the original physical certificate (without limitation, acts of God, strikes, lockouts, riots, acts of war or a statutorily authorized duplicate if the original certificate is lost or destroyed) issued in the name of the Designated Title Holderterrorism, together with a receiptepidemics, list nationalization, expropriation, currency restrictions, fire, communication line failures, computer viruses, power failures, earthquakes, or other document disasters of a similar nature to the foregoing. (which may j) if any Mortgage Loans to be a photocopy or facsimile) issued pledged hereunder were acquired by the applicable taxing authority indicating that the Designated Title Holder is the record holder on Borrower, such taxing authority’s record of Tax Liens sold; provided, that, notwithstanding the foregoing, for purposes of the determination of whether an Eligible Asset File is sufficiently complete such that a Funding Date, as applicable, may occur, in jurisdictions in which an Eligible Asset Mortgage Loans shall in the future be represented by a physical certificate, a Funding Date, as applicable, may occur following the delivery conform to the Custodian of an initial receipt Borrower's Underwriting Guidelines or the Lender shall have received Underwriting Guidelines for such Mortgage Loans acceptable to the Lender in its reasonable discretion; (k) the Lender shall have received all information requested from the applicable taxing authority with sufficient information for Borrower relating to Interest Rate Protection Agreements pursuant to Section 7.25, and the Custodian to verify ownership of Lender shall have reasonably determined that such Eligible Asset in Interest Rate Protection Agreements adequately protect the name of the Designated Title Holder which initial receipt will be supplemented in the future by the delivery of the physical certificateBorrower from interest rate fluctuations; and (iil) the Lender shall have received, no later than 10:00 a.m. three (3) days prior to the Custodianrequested Funding Date, an Instruction Letter, executed by the Borrower, with respect the related Servicing Agreement attached thereto, which such Servicing Agreement shall be in form and substance acceptable to each Eligible Asset that is a tax certificate or tax deed (including those issued electronically under the applicable state law) in book entry form (and not represented by a physical certificate), the receipt, list or other document (which may be a photocopy or facsimile) issued by the applicable taxing authority of the state indicating that the Designated Title Holder is the record holder on such taxing authority’s record of Tax Liens soldLender. Each request for a borrowing by the Borrower hereunder shall constitute a certification by the Borrower that all of to the conditions precedent effect set forth in this Section 5.02 have been satisfied in full(both as of the date of such notice, request or confirmation and as of the date of such borrowing).

Initial and Subsequent Advances. The making of each Advance to you (including the initial Advance) on any Advance on or after the Effective Date) Business Day is subject to the satisfaction of the following further conditions precedent, both immediately prior to the making of such Advance and also after giving effect thereto and to the intended use thereof: (a) No Cash Sweep Period, no Default or Event of Default, Default under either Section 8(a) or (b) or any other material Default not reasonably susceptible to cure within the applicable cure period shall have occurred and be continuing.; (b) Borrower shall have certified both immediately prior to Administrative Agent in writing the acquisition cost making of such Advance and also after giving effect thereto and to the related Eligible Assets (including therein reasonable supporting documentation required by Administrative Agentintended use thereof, if any); (c) The the representations and warranties made by you in Section 6 hereof the Loan and Security Agreement and SCHEDULE 4 thereto, and elsewhere in each of the any other Loan Documents document related thereto, shall be true and correct complete on and as of the date of the making of such Advance in all material respects (in the case of the representations and warranties in Section 20(q) and SCHEDULE 4, solely with respect to Mortgage Loans included in the Borrowing Base) with the same force and effect as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date).. We shall have received an officer's certificate signed by one of your Responsible Officers certifying as to the truth and accuracy of the above, which certificate shall specifically include a statement that you are in compliance in all material respects with all governmental licenses and authorizations and are qualified to do business and in good standing in all required jurisdictions; (c) the aggregate outstanding principal amount of the Advances shall not exceed the Borrowing Base; (d) The Outstanding Principal Amount subject to our right to perform one or more Due Diligence Reviews pursuant to Section 35 of the Loan and Security Agreement, we shall nothave completed our due diligence review of the Mortgage Loan Documents for each Advance and such other documents, after giving effect records, agreements, instruments, mortgaged properties or information relating to such AdvanceAdvances as we, exceed the lesser of the Borrowing Base in our sole discretion, deem appropriate to review and the Maximum Loan Amount.such review shall be satisfactory to us in our sole discretion; (e) Custodian we shall have issued an Eligible Asset File received from the Custodian a Trust Receipt applicable with exceptions as are acceptable to the us in our sole discretion in respect of Eligible Assets with respect to which be pledged hereunder on such Business Day and a transfer of funds has been proposed.Collateral Schedule and Exception Report, in each case dated such Business Day and duly completed; (f) With respect we shall have received from you a Warehouse Lender's Release Letter substantially in the form of EXHIBIT G-2 hereto (or such other form acceptable to us) or a Borrower's Release Letter substantially in the form of EXHIBIT G-1 hereto (or such other form acceptable to us) covering each Mortgage Loan to be pledged to us; (g) none of the following shall have occurred and/or be continuing: (i) an event or events shall have occurred resulting in the effective absence of a public or private market for mortgage- and asset-backed securities, that (a) are secured by single-family residential mortgages and (b) as of the date hereof, can be readily securitized in the domestic capital markets (the "U.S. Mortgage Securities Market"); or (ii) the long-term rating of Deutsche Bank AG by ▇▇▇▇▇'▇ Investors Service, Inc. and Standard and Poor's, Ratings Group shall be downgraded to Baa or lower or BBB or lower by each such agency, respectively; (h) we shall have received from you a Request for Borrowing; and (i) we shall have reviewed (no later than 20 Business Days following receipt of same) and approved in our sole discretion any modifications or amendments to the Underwriting Guidelines. SCHEDULE 4 to Loan and Security Agreement REPRESENTATIONS AND WARRANTIES RE: MORTGAGE LOANS Part I. ELIGIBLE MORTGAGE LOANS As to each Eligible Asset Mortgage Loan included in the Borrowing Base that is subject to on a security interest Funding Date (including any precautionary security interest) immediately prior to the Funding Date, Administrative Agent shall have received documentation reasonably acceptable to Administrative Agent evidencing the release of the security interest for such Eligible Asset that is duly executed by the related secured party and the related Borrower; Mortgage, Mortgage Note, Assignment of Mortgage and Mortgaged Property), you shall be deemed to make the following representations and warranties to us as of such date and as of each date Market Value is determined (g) certain defined terms used herein and not otherwise defined in the Loan and Security Agreement appearing in Part III to this Schedule 4). With respect to the initial Advance, to extent invoiced at least two Business Days prior any representations and warranties made to the Effective Datebest of your knowledge, all reasonable and documented out-of-pocket costs and expenses (including attorneys’ fees and expenses) of each Agent. (h) Except to in the extent waived by Administrative Agent in its sole discretion, Borrower shall deliver or cause to be delivered on or prior event that it is discovered that the circumstances with respect to the related Funding DateMortgage Loan are not accurately reflected in such representation and warranty notwithstanding your knowledge or lack of knowledge, the following items then, notwithstanding that such representation and warranty is made to the extent applicable, (i) to the Custodianbest of your knowledge, with respect to each Eligible Asset which is (or such Mortgage Loan shall in the future be) represented by be assigned a physical certificate (including those issued electronically under the applicable state law) and is not in book entry form, the original physical certificate (or a statutorily authorized duplicate if the original certificate is lost or destroyed) issued in the name Collateral Value of the Designated Title Holder, together with a receipt, list or other document (which may be a photocopy or facsimile) issued by the applicable taxing authority indicating that the Designated Title Holder is the record holder on such taxing authority’s record of Tax Liens sold; provided, that, notwithstanding the foregoing, for purposes of the determination of whether an Eligible Asset File is sufficiently complete such that a Funding Date, as applicable, may occur, in jurisdictions in which an Eligible Asset shall in the future be represented by a physical certificate, a Funding Date, as applicable, may occur following the delivery to the Custodian of an initial receipt from the applicable taxing authority with sufficient information for the Custodian to verify ownership of such Eligible Asset in the name of the Designated Title Holder which initial receipt will be supplemented in the future by the delivery of the physical certificate; and (ii) to the Custodian, with respect to each Eligible Asset that is a tax certificate or tax deed (including those issued electronically under the applicable state law) in book entry form (and not represented by a physical certificate), the receipt, list or other document (which may be a photocopy or facsimile) issued by the applicable taxing authority of the state indicating that the Designated Title Holder is the record holder on such taxing authority’s record of Tax Liens sold. Each request for a borrowing by Borrower hereunder shall constitute a certification by Borrower that all of the conditions precedent set forth in this Section 5.02 have been satisfied in fullzero.

Initial and Subsequent Advances. The making of each Advance to a Borrower (including the initial Advance) on any Advance on or after the Effective Date) Business Day is subject to the satisfaction of the following further conditions precedent, both immediately prior to the making of such Advance and also after giving effect thereto and to the intended use thereof: (a) No Cash Sweep Period, no Default or Event of Default, Default under either Section 8(a) or (b) or any other material Default not reasonably susceptible to cure within the applicable cure period shall have occurred and be continuing.; (b) Borrower shall have certified both immediately prior to Administrative Agent in writing the acquisition cost making of such Advance and also after giving effect thereto and to the related Eligible Assets (including therein reasonable supporting documentation required by Administrative Agentintended use thereof, if any); (c) The the representations and warranties made by the Borrowers in Section 6 hereof hereof, and in each of the other Loan Documents Documents, shall be true and correct complete on and as of the date of the making of such Advance in all material respects (in the case of the representations and warranties in Section 6.23 and Schedule 1, solely with respect to Mortgage Loans included in the Borrowing Base) with the same force and effect as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date). At the request of the Lender, the Lender shall have received an officer's certificate signed by a Responsible Officer of each Borrower certifying as to the truth and accuracy of the above, which certificate shall specifically include a statement that such Borrower is in compliance with all governmental licenses and authorizations and is qualified to do business and in good standing in all required jurisdictions; (c) the aggregate outstanding principal amount of the Advances shall not exceed the Borrowing Base or the Uncommitted Amount; and the aggregate outstanding principal amount of the Advances under this Loan Agreement and any other loan agreement between the Lender and the Borrowers shall not exceed, in the aggregate, the Uncommitted Amount. (d) The Outstanding Principal Amount subject to the Lender's right to perform one or more Due Diligence Reviews pursuant to Section 11.16 hereof, the Lender shall nothave completed its due diligence review of the Mortgage Loan Documents for each Advance and such other documents, after giving effect records, agreements, instruments, mortgaged properties or information relating to such Advance, exceed Advances as the lesser of Lender in its reasonable discretion deems appropriate to review and such review shall be satisfactory to the Borrowing Base and the Maximum Loan Amount.Lender in its reasonable discretion; (e) Custodian the Lender shall have issued an Eligible Asset File Receipt applicable to the Eligible Assets with respect to which received a transfer Notice of funds has been proposed.Borrowing and Pledge, Loan List and Mortgage Loan Data Transmission and all other documents required under Section 2.03; (f) With respect to each Eligible Asset included in the Borrowing Base that is subject to a security interest (including any precautionary security interest) immediately prior to the Funding Date, Administrative Agent Lender shall have received documentation reasonably acceptable from the Custodian a Custodian Loan Transmission and one or more Trust Receipts in respect of Mortgage Loans to Administrative Agent evidencing the release of the security interest for be pledged hereunder on such Eligible Asset that is Business Day and an Exception Report, in each case dated such Business Day and duly executed by the related secured party and the related Borrowercompleted; (g) With respect in the event that the Mortgage Loans to be pledged would cause the aggregate outstanding principal balance of Mortgage Loans pledged secured by Mortgaged Property from any state to exceed 10% of the aggregate outstanding principal balance of Mortgage Loans pledged hereunder, then such Borrower shall, upon request by the Lender, deliver an opinion of counsel acceptable to the initial AdvanceLender in such state, to extent invoiced at least two Business Days prior to substantially in the Effective Date, all reasonable form of items number 12 and documented out-of-pocket costs and expenses (including attorneys’ fees and expenses) 13 of each Agent.Exhibit C; (h) Except with respect to any Mortgage Loan that was funded in the extent waived name of or acquired by Administrative Agent a Qualified Originator which is an Affiliate of any Borrower, the Lender may, in its sole discretion, require such Borrower shall deliver or cause to be delivered on or prior provide evidence sufficient to satisfy the Lender that such Mortgage Loan was acquired in a legal sale, including without limitation, an opinion, in form and substance and from an attorney, in both cases, acceptable to the related Funding DateLender in its sole discretion, the following items to the extent applicable,that such Mortgage Loan was acquired in a legal sale; (i) none of the following shall have occurred and/or be continuing: (i) an event or events resulting in the inability of the Lender to finance any Advances with traditional counterparties at rates which would have been reasonable prior to the Custodian, with respect to each Eligible Asset occurrence of such catastrophic event or events or a material adverse change in the financial condition of the Lender which is affects (or shall can reasonably be expected to affect) materially and adversely the ability of the Lender to fund any obligations under or otherwise comply with the terms of this Loan Agreement; or (ii) any other event beyond the control of the Lender which the Lender reasonably determines may result in the future be) represented by a physical certificate (including those issued electronically Lender's inability to perform any obligations under the applicable state law) and is not in book entry formthis Loan Agreement including, the original physical certificate (without limitation, acts of God, strikes, lockouts, riots, acts of war or a statutorily authorized duplicate if the original certificate is lost or destroyed) issued in the name of the Designated Title Holderterrorism, together with a receiptepidemics, list nationalization, expropriation, currency restrictions, fire, communication line failures, computer viruses, power failures, earthquakes, or other document (which may be disasters of a photocopy or facsimile) issued by the applicable taxing authority indicating that the Designated Title Holder is the record holder on such taxing authority’s record of Tax Liens sold; provided, that, notwithstanding similar nature to the foregoing. (j) if any Mortgage Loans to be pledged hereunder were acquired by any Borrower, such Mortgage Loans shall conform to such Borrower's Underwriting Guidelines or the Lender shall have received Underwriting Guidelines for purposes of the determination of whether an Eligible Asset File is sufficiently complete such that a Funding Date, as applicable, may occur, in jurisdictions in which an Eligible Asset shall in the future be represented by a physical certificate, a Funding Date, as applicable, may occur following the delivery Mortgage Loans acceptable to the Custodian of an initial receipt Lender in its reasonable discretion; (k) the Lender shall have received all information requested from the applicable taxing authority with sufficient information for Borrowers relating to Interest Rate Protection Agreements pursuant to Section 7.25, and the Custodian to verify ownership of Lender shall have reasonably determined that such Eligible Asset in Interest Rate Protection Agreements adequately protect the name of the Designated Title Holder which initial receipt will be supplemented in the future by the delivery of the physical certificateBorrowers from interest rate fluctuations; and (iil) the Lender shall have received, no later than 10:00 a.m. three (3) days prior to the Custodianrequested Funding Date, an Instruction Letter, executed by the Borrowers, with respect the related Servicing Agreement attached thereto, which such Servicing Agreement shall be in form and substance acceptable to each Eligible Asset that is a tax certificate or tax deed (including those issued electronically under the applicable state law) in book entry form (and not represented by a physical certificate), the receipt, list or other document (which may be a photocopy or facsimile) issued by the applicable taxing authority of the state indicating that the Designated Title Holder is the record holder on such taxing authority’s record of Tax Liens soldLender. Each request for a borrowing by any Borrower hereunder shall constitute a certification by Borrower that all of the conditions precedent Borrowers to the effect set forth in this Section 5.02 have been satisfied in full(both as of the date of such notice, request or confirmation and as of the date of such borrowing).

Initial and Subsequent Advances. The making of each Advance to Borrowers (including the initial Advance) on any Advance on or after the Effective Date) Business Day is subject to the satisfaction of the following further conditions precedent, both immediately prior to the making of such Advance and also after giving effect thereto and to the intended use thereof: (a) No Cash Sweep Period, Default or Event of Default, Default under either Section 8(a) or (b) or any other material Default not reasonably susceptible to cure within the applicable cure period shall have occurred under this Loan Agreement and be continuing.there shall exist no default under any Mezzanine Financing Facility entered into by any Relevant Party; (b) Borrower shall have certified to Administrative Agent in writing the acquisition cost of the related Eligible Assets (including therein reasonable supporting documentation required by Administrative Agent, if any); (c) The representations and warranties made by Borrowers in Section 6 hereof hereof, and in each of the other Loan Documents Documents, shall be true and correct complete on and as of the date of the making of such Advance in all material respects (in the case of the representations and warranties in Section 6.24 and Schedule 1, solely with respect to Pledged Equity and Properties included in the Borrowing Base) with the same force and effect as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date).. At the request of Lender, Lender shall have received an officer’s certificate signed by a Responsible Officer of each related Borrower certifying as to the truth and accuracy of the above, which certificate shall specifically include a statement that such Borrower is in compliance with all governmental licenses and authorizations and is qualified to do business and in good standing in all required jurisdictions; (dc) The Outstanding Principal Amount aggregate outstanding principal amount of the Advances shall not, after giving effect to such Advance, exceed the lesser of the Borrowing Base and the Maximum Loan Amount.Credit; (d) Subject to Lender’s right to perform one or more Due Diligence Reviews pursuant to Section 14.18 hereof, Lender shall have completed its due diligence review of the Property Documents for each Advance and such other documents, records, agreements, instruments, mortgaged properties or information relating to such Advances as Lender in its reasonable discretion deems appropriate to review and such review shall be satisfactory to Lender in its reasonable discretion; (e) Custodian Lender shall have issued an Eligible Asset File Receipt applicable to the Eligible Assets received a Notice of Borrowing and Pledge, Property Schedule and all other documents required under Section 2.03 with respect to which a transfer of funds has been proposed.the Pledged Equity and Properties to be included in the Borrowing Base; (f) With Lender shall have received from Diligence Agent a Diligence Agent Certification in respect of all Properties to each Eligible Asset be included in the Borrowing Base on such Business Day and an Exception Report (including, confirmation by Diligence Agent that each such Property is an Eligible Property) dated such Business Day and duly completed; (g) With respect to any Property that was acquired by a Borrower from an Affiliate of such Borrower, Lender may, in its sole discretion and at the expense of Lender, require such Borrower to provide evidence sufficient to satisfy Lender that such Property was acquired in a legal sale, including without limitation, an opinion, in form and substance and from an attorney, in both cases, acceptable to Lender in its reasonable discretion, that such Property was acquired in a legal sale; (h) No event beyond the control of Lender which Lender reasonably determines may result in Lender’s inability to perform its obligations under this Loan Agreement including, without limitation, acts of God, strikes, lockouts, riots, acts of war or terrorism, epidemics, nationalization, expropriation, currency restrictions, fire, communication line failures, computer viruses, power failures, earthquakes, or other disasters of a similar nature to the foregoing, shall have occurred or be continuing; (i) Lender shall have determined that all actions necessary or, in the reasonable opinion of Lender, desirable to maintain Lender’s perfected, first priority security interest in the Pledged Equity and other Collateral have been taken, including, without limitation, duly executing and filing Uniform Commercial Code financing statements on Form UCC 1; (j) Borrowers shall have paid to Lender all fees and expenses owed to Lender in accordance with this Loan Agreement and any other Loan Document including, without limitation the amount of Diligence Agent Fees, Paying Agent Fees, Calculation Agent Fes or Commitment Fee then due and owing, and all of Lender’s attorney fees and expenses and due diligence expenses then due and owing in accordance with the Pricing Side Letter and the other Loan Documents; (k) Lender or its designee shall have received any other documents reasonably requested by Lender with reasonable notice to Borrowers; (l) [Reserved]; (m) With respect to any Property and any Pledged Equity that is subject to a security interest (including any precautionary security interest) immediately prior to the Funding Date, Administrative Agent Lender shall have received documentation reasonably acceptable to Administrative Agent evidencing the release of the security interest a Security Release Certification for such Eligible Asset Property or Pledged Equity, as applicable that is duly executed by the related secured party and the related Borrower; (gn) With Borrowers shall have delivered to Lender copies of each related Asset Management Agreement with respect to each Contributed Property, including any and all amendments that materially affect the initial Advance, to extent invoiced at least two Business Days prior to servicing of the Effective Date, all reasonable Contributed Properties and documented out-of-pocket costs Lender’s interest therein and expenses an accompanying duly executed Assignment of Asset Management Agreement (including attorneys’ fees and expenses) of each Agent. (h) Except to the extent waived by Administrative Agent in not previously provided); (o) Lender or its sole discretion, Borrower designee shall deliver or cause to be delivered have received all Property Documents comprising the Property File for each Contributed Property on or prior to before the related Funding Date, together with such certificates or other documents as Lender may reasonably request; (p) If such Property is to be owned by an Additional Borrower which has not previously joined this facility by compliance with the documents specified below, the following items additional documents: (i) an updated Borrower Pledged Equity Summary delivered pursuant to Section 2.03(c); (ii) the original Pledged Equity certificates with respect to the Pledged Equity of such Additional Borrower; (iii) an undated stock power (or equivalent document) covering such certificates, duly executed in blank; (iv) certificates of an authorized officer of such Additional Borrower, together with copies of its Governing Documents, applicable corporate resolutions and incumbencies and signatures of officers who are executing the applicable Loan Documents, evidencing the respective authority of such Additional Borrower with respect to the execution, delivery and performance thereof; (v) a closing certificate executed by such Additional Borrower; (vi) an executed Power of Attorney in the form of Exhibit I for such Additional Borrower; (vii) evidence that (x) UCC financing statements have been filed against such Additional Borrower in all filing offices reasonably required by Lender, (y) Lender has received such searches of UCC filings, tax liens, judgments, pending litigation, bankruptcy and other matters relating to each Additional Borrower as Lender may reasonably require, and (z) the results of such searches are reasonably satisfactory to Lender; (viii) such opinions from counsel to the Additional Borrower as Lender may require, including with respect to the valid existence and good standing of such Additional Borrower, enforceability, non-contravention, no consents or approvals required other than those that have been obtained, the attachment and perfection of the security interest in favor of Lender in the Pledged Equity of such Additional Borrower and the Collateral to be pledged by it, Investment Company Act matters, and “bring down” true sale and substantive non-consolidation opinions; (ix) Joinder Agreements to each Loan Document entered into by Borrowers, executed and delivered by the Additional Borrower; (x) to the extent applicable,, duly executed amendments to all Governing Documents for the Additional Borrower, reasonably acceptable to Lender; (ixi) an Asset Management Agreement and the related Assignment of Asset Management Agreement, Joinder to the Custodian, with respect this Loan Agreement and each Loan Document to each Eligible Asset which is (or shall in the future be) represented by Borrowers are a physical certificate (including those issued electronically under the applicable state law) and is not in book entry form, the original physical certificate (or a statutorily authorized duplicate if the original certificate is lost or destroyed) issued in the name of the Designated Title Holder, together with a receipt, list or other document (which may be a photocopy or facsimile) issued party that are duly executed by the applicable taxing authority indicating that the Designated Title Holder is the record holder on such taxing authority’s record of Tax Liens sold; provided, that, notwithstanding the foregoing, for purposes of the determination of whether an Eligible Asset File is sufficiently complete such that a Funding Date, as applicable, may occur, in jurisdictions in which an Eligible Asset shall in the future be represented by a physical certificate, a Funding Date, as applicable, may occur following the delivery to the Custodian of an initial receipt from the applicable taxing authority with sufficient information for the Custodian to verify ownership of such Eligible Asset in the name of the Designated Title Holder which initial receipt will be supplemented in the future by the delivery of the physical certificateAdditional Borrower; and (iixii) to the Custodian, with respect to each Eligible Asset that is a tax certificate or tax deed (including those issued electronically under the applicable state law) in book entry form (and not represented by a physical certificate), the receipt, list such certificates or other document documents, information financial statements, reports and/or approvals as Lender may reasonably request. (which may be q) To the extent the financial statements referenced in Section 7.01 have been completed, Lender shall have received such financial statements; (r) To the extent applicable, Lender shall have received all documentation entered into in connection with any Mezzanine Financing Facility and a photocopy or facsimileMezzanine Financing Intercreditor Agreement in form and substance reasonably acceptable to Lender and duly executed by each Mezzanine Lender under any Mezzanine Financing Facility; (s) issued by the applicable taxing authority of the state indicating that the Designated Title Holder is the record holder on such taxing authority’s record of Tax Liens sold. [Reserved]; (t) [Reserved]; (u) Borrowers are in compliance with Section 7.16 hereof; (v) [Reserved]; Each request for a borrowing by a Borrower hereunder shall constitute a certification by such Borrower that all of to the conditions precedent effect set forth in this Section 5.02 section (both as of the date of such notice, request or confirmation and as of the date of such borrowing). With respect to any Advance, Lender may conclusively rely upon, and shall incur no liability to Borrowers in acting upon, any request or other communication that Lender reasonably believes to have been satisfied in fullgiven or made by a person authorized to request an Advance on Borrowers’ behalf.

Initial and Subsequent Advances. The making of each Advance to the Borrower (including the initial Advance) on any Advance on or after the Effective Date) Business Day is subject to the satisfaction of the following further conditions precedent, both immediately prior to the making of such Advance and also after giving effect thereto and to the intended use thereof: (a) No Cash Sweep Period, no Default or Event of Default, Default under either Section 8(a) or (b) or any other material Default not reasonably susceptible to cure within the applicable cure period shall have occurred and be continuing.; (b) Borrower shall have certified both immediately prior to Administrative Agent in writing the acquisition cost making of such Advance and also after giving effect thereto and to the related Eligible Assets (including therein reasonable supporting documentation required by Administrative Agentintended use thereof, if any); (c) The the representations and warranties made by the Borrower in Section 6 hereof hereof, and in each of the other Loan Documents Documents, shall be true and correct complete on and as of the date of the making of such Advance in all material respects (in the case of the representations and warranties in Section 6.23 and Schedule 1, solely with respect to Mortgage Loans included in the Borrowing Base) with the same force and effect as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date).. At the request of the Lender, the Lender shall have received an officer's certificate signed by a Responsible Officer of the Borrower certifying as to the truth and accuracy of the above, which certificate shall specifically include a statement that the Borrower is in compliance with all governmental licenses and authorizations and is qualified to do business and in good standing in all required jurisdictions; (c) the aggregate outstanding principal amount of the Advances shall not exceed the Borrowing Base; (d) The Outstanding Principal Amount subject to the Lender's right to perform one or more Due Diligence Reviews pursuant to Section 11.16 hereof, the Lender shall nothave completed its due diligence view of the Mortgage Loan Documents for each Advance and such other documents, after giving effect records, agreements, instruments, mortgaged properties or information relating to such Advance, exceed the lesser of the Borrowing Base Advances and the Maximum Loan Amount.Borrower as the Lender in its reasonable discretion deems appropriate to review and such review shall be satisfactory to the Lender in its reasonable discretion; (e) Custodian the Lender shall have issued an Eligible Asset File Receipt applicable to the Eligible Assets with respect to which received a transfer Notice of funds has been proposed.Borrowing and Pledge, Loan List and Mortgage Loan Data Transmission and all other documents required under Section 2.03; (f) With respect to each Eligible Asset included in the Borrowing Base that is subject to a security interest (including any precautionary security interest) immediately prior to the Funding Date, Administrative Agent Lender shall have received documentation reasonably acceptable from the Custodian a Custodian Loan Transmission and one or more Trust Receipts in respect of Mortgage Loans to Administrative Agent evidencing the release of the security interest for be pledged hereunder on such Eligible Asset that is Business Day and an Exception Report, in each case dated such Business Day and duly executed by the related secured party and the related Borrowercompleted; (g) With with respect to Mortgage Loans originated in Florida and California on forms not acceptable to FNMA, the initial Advance, to extent invoiced at least two Business Days prior Borrower shall (i) deliver copies of such forms to the Effective DateLender and (ii) deliver an opinion of counsel acceptable to the Lender substantially in the form of items number 12 and 13 of Exhibit C. In the event that the aggregate principal balance of Mortgage Loans originated in any other state on forms not acceptable to FNMA exceeds 10% of the aggregate outstanding principal balance of Mortgage Loans pledged hereunder, all reasonable and documented out-of-pocket costs and expenses (including attorneys’ fees and expenses) the Lender may, in its sole discretion require an opinion of each Agent.counsel to be delivered to the Lender as contemplated in the preceding sentence; (h) Except if any Mortgage Loans to be pledged hereunder were acquired by the Borrower, such Mortgage Loans shall conform to the extent waived by Administrative Agent Underwriting Guidelines or the Lender shall have received Underwriting Guidelines for such Mortgage Loans acceptable to the Lender in its sole reasonable discretion, Borrower shall deliver or cause to be delivered on or prior to the related Funding Date, the following items to the extent applicable,; (i) to the Custodian, with respect to each Eligible Asset which is (or Lender shall in the future be) represented by a physical certificate (including those issued electronically under the applicable state law) and is not in book entry form, the original physical certificate (or a statutorily authorized duplicate if the original certificate is lost or destroyed) issued in the name of the Designated Title Holder, together with a receipt, list or other document (which may be a photocopy or facsimile) issued by the applicable taxing authority indicating that the Designated Title Holder is the record holder on such taxing authority’s record of Tax Liens sold; provided, that, notwithstanding the foregoing, for purposes of the determination of whether an Eligible Asset File is sufficiently complete such that a Funding Date, as applicable, may occur, in jurisdictions in which an Eligible Asset shall in the future be represented by a physical certificate, a Funding Date, as applicable, may occur following the delivery to the Custodian of an initial receipt have received all information requested from the applicable taxing authority with sufficient information for Borrower relating to Interest Rate Protection Agreements pursuant to Section 7.25, and the Custodian to verify ownership of Lender shall have reasonably determined that such Eligible Asset in Interest Rate Protection Agreements adequately protect the name of the Designated Title Holder which initial receipt will be supplemented in the future by the delivery of the physical certificateBorrower from interest rate fluctuations; and (iij) the Lender shall have received, no later than 10:00 a.m. three (3) days prior to the Custodianrequested Funding Date, an Instruction Letter, executed by the Borrower, with respect the related Servicing Agreement (as defined in Section 11.15(c)) attached thereto, which such Servicing Agreement shall be in form and substance acceptable to each Eligible Asset that is a tax certificate or tax deed (including those issued electronically under the applicable state law) in book entry form (and not represented by a physical certificate), the receipt, list or other document (which may be a photocopy or facsimile) issued by the applicable taxing authority of the state indicating that the Designated Title Holder is the record holder on such taxing authority’s record of Tax Liens soldLender. Each request for a borrowing by the Borrower hereunder shall constitute a certification by the Borrower that all of to the conditions precedent effect set forth in this Section 5.02 have been satisfied in full(both as of the date of such notice, request or confirmation and as of the date of such borrowing).

Initial and Subsequent Advances. The making of each Advance to Borrower (including the initial Advance) on any Advance on or after the Effective Date) Business Day is subject to the satisfaction of the following further conditions precedent, both immediately prior to the making of such Advance and also after giving effect thereto and to the intended use thereof: (a) No Cash Sweep PeriodCash-Trap Trigger Event, Default, Material Adverse Effect or Extension Period shall be in existence and no Event of Default, Default under either Section 8(a) or (b) or any other material Default not reasonably susceptible to cure within the applicable cure period shall have occurred and be continuing.occurred; (b) Borrower shall have certified Both immediately prior to Administrative Agent in writing the acquisition cost making of such Advance and also after giving effect thereto and to the related Eligible Assets (including therein reasonable supporting documentation required by Administrative Agentintended use thereof, if any); (c) The the representations and warranties made by Borrower in Section 6 hereof hereof, and in each of the other Loan Documents Documents, shall be true and correct complete on and as of the date of the making of such Advance in all material respects (in the case of the representations and warranties in Section 6.24 and Schedule 1, solely with respect to Pledged Equity and REO Properties included in the Borrowing Base) with the same force and effect as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date).. At the request of Lender, Lender shall have received an officer’s certificate signed by a Responsible Officer of Borrower certifying as to the truth and accuracy of the above, which certificate shall specifically include a statement that Borrower and each applicable Eligible REO Entity is in compliance with all governmental licenses and authorizations and is qualified to do business and in good standing in all required jurisdictions; (dc) The Outstanding Principal Amount aggregate outstanding principal amount of the Advances shall not, not exceed the Borrowing Base or the Maximum Credit either immediately prior to such Advance or after giving effect to such Advance; (d) Subject to Lender’s right to perform one or more Due Diligence Reviews pursuant to Section 12.18 hereof, exceed the lesser Lender shall have completed its due diligence review of the Borrowing Base REO Documents for each Advance, all documents related to the Eligible REO Entity and the Maximum Loan Amount.related Pledged Equity and such other documents, records, agreements, instruments, mortgaged properties or information relating to such Advances as Lender in its reasonable discretion deems appropriate to review and such review shall be satisfactory to Lender in its reasonable discretion; (e) Custodian Lender shall have issued an Eligible Asset File Receipt applicable to the Eligible Assets received a Notice of Borrowing and Pledge, REO Property Schedule and all other documents required under Section 2.03 with respect to which a transfer of funds has been proposed.the Pledged Equity and REO Properties to be included in the Borrowing Base; (f) Lender shall have received from the Custodian a Custodian Asset Transmission and one or more Trust Receipts in respect of all REO Properties to be included in the Borrowing Base on such Business Day and an Exception Report, in each case dated such Business Day and duly completed; (g) With respect to any REO Property that was acquired by an Eligible REO Entity from an Affiliate, Lender may, in its sole discretion and at the expense of Lender, require Borrower to provide evidence sufficient to satisfy Lender that such REO Property was acquired in a legal sale, including without limitation, an opinion, in form and substance and from an attorney, in both cases, reasonably acceptable to Lender, that such REO Property was acquired in a legal sale; (h) Reserved; (i) No event beyond the control of Lender which Lender reasonably determines may result in Lender’s inability to perform its obligations under this Loan Agreement including, without limitation, acts of God, strikes, lockouts, riots, acts of war or terrorism, epidemics, nationalization, expropriation, currency restrictions, fire, communication line failures, computer viruses, power failures, earthquakes, or other disasters of a similar nature to the foregoing, shall have occurred or be continuing; (j) If any Contributed REO Properties are serviced or interim serviced by any Sub-Asset Manager, Lender shall have received not later than 10:00 a.m. three (3) days prior to the requested Funding Date (or, with respect to an Advance made on the Effective Date, the Effective Date), a Sub-Asset Manager Side Letter in the form attached hereto as Exhibit F-2, executed by the Asset Manager and acknowledged by the Borrower, the related Eligible REO Entity, such Sub-Asset Manager and Lender, with the related Sub-Asset Management Agreement attached thereto in form and substance acceptable to Lender; provided, that, solely with respect to the Sub-Asset Manager Side Letter between Asset Manager and Moving Station LLC, the Borrower shall deliver such Sub-Asset Manager Side Letter within fourteen (14) days following the date hereof. Each such Sub-Asset Management Agreement shall be fully assignable to Lender; (k) Lender shall have determined that all actions necessary or, in the reasonable opinion of Lender, desirable to maintain Lender’s perfected security interest in the Pledged Equity and other Collateral have been taken, including, without limitation, duly executing and filing Uniform Commercial Code financing statements on Form UCC 1; (l) Borrower shall have paid to Lender all fees and expenses owed to Lender in accordance with this Loan Agreement and any other Loan Document including, without limitation the amount of any Commitment Fees then due and owing, and all of Lender’s attorney fees and expenses and due diligence expenses then due and owing in accordance with the Pricing Side Letter and the other Loan Documents; (m) Lender or its designee shall have received any other documents reasonably requested by Lender with reasonable notice to Borrower; (n) Reserved; (o) Borrower shall have provided to Lender copies of all due diligence that Borrower, Parent SPE or Asset Managers or any other Person on any of their behalf has performed with respect to any Pledged Equity or any related Contributed REO Properties; (p) Borrower shall have provided to Lender all required valuation documentation with respect to such REO Property, in accordance with the Valuation Requirements; (q) With respect to each Eligible Asset included in the Borrowing Base REO Property that is subject to a security interest (including any precautionary security interestinterest but excluding any Permitted Encumbrance) immediately prior to the Funding Date, Administrative Agent Lender shall have received documentation reasonably acceptable to Administrative Agent evidencing the release of the security interest a Security Release Certification for such Eligible Asset REO Property that is duly executed by the related secured party and the related Borrowerapplicable Eligible REO Entity; (gr) With Borrower shall have delivered to Lender copies of each related Asset Management Agreement and Sub-Asset Management Agreement with respect to each Contributed REO Property, including any and all amendments that materially affect the servicing of the Contributed REO Properties and Lender’s interest therein and an accompanying duly executed Asset Manager Side Letter and Sub-Asset Manager Side Letter for the related Asset Manager (in each case to the extent not previously provided); (s) Lender or its designee shall have received on or before the Effective Date with respect to the initial AdvanceBorrower and the Borrower Pledged Equity, and on or before the related Funding Date with respect to extent invoiced at least two Business Days prior any REO Properties owned by an Eligible REO, the related Eligible REO Entities and the related Eligible REO Entity Pledged Equity not previously pledged, the following, in form and substance satisfactory to the Effective Date, all reasonable Lender and documented out-of-pocket costs and expenses (including attorneys’ fees and expensesif applicable) of duly executed (in each Agent. (h) Except case to the extent waived by Administrative Agent in its sole discretion, Borrower shall deliver or cause to be delivered on or prior not previously delivered): (i) the original Pledged Equity certificates with respect to the Borrower Pledged Equity and such Eligible REO Entity Pledged Equity; (ii) an undated stock power covering such certificate, duly executed in blank; (iii) the Governing Documents of Borrower or such Eligible REO Entity, as applicable together with a certificate of good standing with respect to Borrower or such Eligible REO Entity, in each case reasonably acceptable to Lender, together with an officer’s certificate of Borrower certifying as to the accuracy of each such document; (iv) an executed Power of Attorney in the form of Exhibit I for Borrower or such Eligible REO Entity, as applicable; (v) an Eligible REO Entity Guaranty and Pledge, duly executed and delivered by such Eligible REO Entity; (vi) an Asset Management Agreement and the related Funding DateAsset Manager Side Letter (and, the following items to the extent applicable,, a Sub-Asset Management Agreement and the related Sub-Asset Manager Side Letter) for all Contributed REO Properties owned by such Eligible REO Entity; (ivii) evidence that a Collection Account has been established for such Eligible REO Entity; (viii) all required documents comprising the REO Property File for each Contributed REO Property or REO Property proposed to be contributed to such Eligible REO Entity on such Funding Date; (ix) evidence that UCC financing statements have been filed against Borrower and such Eligible REO Entity in all filing offices reasonably required by Lender, (ii) Lender has received such searches of UCC filings, tax liens, judgments, pending litigation, bankruptcy and other matters relating to Borrower or such Eligible REO Entity as Lender may reasonably require, and (iii) the Custodianresults of such searches are reasonably satisfactory to Lender; and (x) such certificates or other documents as Lender may reasonably request. (t) To the extent the financial statements referenced in Section 7.01 have been completed, Lender shall have received such financial statements. (u) Lender has received a schedule of the actual Monthly Operating Expenses incurred by or on behalf of the Eligible REO Entities (on an entity-by-entity basis) for the calendar month preceding the first Payment Date; (v) with respect to each Eligible Asset which proposed REO Property that is (or shall in the future be) represented by a physical certificate (including those issued electronically under the applicable state law) and is not in book entry form, the original physical certificate (or a statutorily authorized duplicate if the original certificate is lost or destroyed) issued in the name Leased Property as of the Designated Title Holder, together with a receipt, list or other document (which may be a photocopy or facsimile) issued by the applicable taxing authority indicating that the Designated Title Holder is the record holder on such taxing authority’s record of Tax Liens sold; provided, that, notwithstanding the foregoing, for purposes of the determination of whether an Eligible Asset File is sufficiently complete such that a Funding Date, (i) Borrower has delivered or caused to be delivered to each related Tenant a Tenant Agency Notice duly executed by the related Eligible REO Entity and (ii) Lender has received such other documents as applicableLender may request, may occur, in jurisdictions in which an Eligible Asset shall in the future be represented by a physical certificate, a Funding Date, as applicable, may occur following the delivery including but not limited to the Custodian of an initial receipt from the applicable taxing authority with sufficient information for the Custodian to verify ownership of such Eligible Asset in the name of the Designated Title Holder which initial receipt will be supplemented in the future by the delivery of the physical certificatefollowing: (x) current rent roll (including actual and expected rents), if applicable; and (iiw) The General Reserve Account Required Amount is maintained in the General Reserve Account; and (x) Borrower shall cause Asset Managers to the Custodian, deliver to Custodian an executed Tenant Instruction Notice with respect to each Eligible Asset Contributed REO Property; provided, that is a tax certificate or tax deed (including those issued electronically under solely with respect to the applicable state law) in book entry form (and not represented by a physical certificate), the receipt, list or other document (which may be a photocopy or facsimile) issued by the applicable taxing authority Contributed REO Properties pledged hereunder as of the state indicating initial Funding Date Borrower shall or shall cause such Tenant Instruction Notices to be delivered within thirty (30) days following the initial Funding Date; provided, further, that Lender shall not deliver such Tenant Instruction Notice until after the Designated Title Holder is the record holder on such taxing authority’s record occurrence and continuation of Tax Liens soldan Event of Default hereunder. Each request for a borrowing by Borrower hereunder shall constitute a certification by Borrower that all of to the conditions precedent effect set forth in this Section 5.02 section (both as of the date of such notice, request or confirmation and as of the date of such borrowing). With respect to any Advance, Lender may conclusively rely upon, and shall incur no liability to Borrower in acting upon, any request or other communication that Lender reasonably believes to have been satisfied in fullgiven or made by a person authorized to request an Advance on Borrower’s behalf.

Initial and Subsequent Advances. The making of each Advance to the Borrower (including the initial Advance) on any Advance on or after the Effective Date) Business Day is subject to the satisfaction of the following further conditions precedent, both immediately prior to the making of such Advance and also after giving effect thereto and to the intended use thereof: (a) No Cash Sweep Period, no Default or Event of Default, Default under either Section 8(a) or (b) or any other material Default not reasonably susceptible to cure within the applicable cure period shall have occurred and be continuing.; (b) Borrower shall have certified both immediately prior to Administrative Agent in writing the acquisition cost making of such Advance and also after giving effect thereto and to the related Eligible Assets (including therein reasonable supporting documentation required by Administrative Agentintended use thereof, if any); (c) The the representations and warranties made by the Borrower in Section 6 hereof hereof, and in each of the other Loan Documents Documents, shall be true and correct complete on and as of the date of the making of such Advance in all material respects (in the case of the representations and warranties in Section 6.23 and Schedule 1, solely with respect to Mortgage Loans included in the Borrowing Base) with the same force and effect as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date).. At the request of the Lender, the Lender shall have received an officer's certificate signed by a Responsible Officer of the Borrower certifying as to the truth and accuracy of the above, which certificate shall specifically include a statement that the Borrower is in compliance with all governmental licenses and authorizations and is qualified to do business and in good standing in all required jurisdictions; (c) the aggregate outstanding principal amount of the Advances shall not exceed the Borrowing Base or the Maximum Credit; (d) The Outstanding Principal Amount subject to the Lender's right to perform one or more Due Diligence Reviews pursuant to Section 11.16 hereof, the Lender shall nothave completed its due diligence view of the Mortgage Loan Documents for each Advance and such other documents, after giving effect records, agreements, instruments, mortgaged properties or information relating to such Advance, exceed Advances as the lesser of Lender in its reasonable discretion deems appropriate to review and such review shall be satisfactory to the Borrowing Base and the Maximum Loan Amount.Lender in its reasonable discretion; (e) Custodian the Lender shall have issued an Eligible Asset File Receipt applicable to the Eligible Assets with respect to which received a transfer Notice of funds has been proposed.Borrowing and Pledge, Loan List and Mortgage Loan Data Transmission and all other documents required under Section 2.03; (f) With respect to each Eligible Asset included in the Borrowing Base that is subject to a security interest (including any precautionary security interest) immediately prior to the Funding Date, Administrative Agent Lender shall have received documentation reasonably acceptable from the Custodian a Custodian Loan Transmission and one or more Trust Receipts in respect of Mortgage Loans to Administrative Agent evidencing the release of the security interest for be pledged hereunder on such Eligible Asset that is Business Day and an Exception Report, in each case dated such Business Day and duly executed by the related secured party and the related Borrowercompleted; (g) With respect in the event that the Mortgage Loans to be pledged would cause the aggregate outstanding principal balance of Mortgage Loans pledged secured by Mortgaged Property from any state to exceed 15% of the aggregate outstanding principal balance of Mortgage Loans pledged hereunder, then the Borrower shall, upon request by the Lender, deliver an opinion of counsel acceptable to the initial AdvanceLender in such state, to extent invoiced at least two Business Days prior to substantially in the Effective Date, all reasonable form of items number 12 and documented out-of-pocket costs and expenses (including attorneys’ fees and expenses) 13 of each Agent.Exhibit C; (h) Except with respect to any Mortgage Loan that was funded in the extent waived name of or acquired by Administrative Agent a Qualified Originator which is an Affiliate of the Borrower, the Lender may, in its sole discretion, require the Borrower shall deliver or cause to be delivered on or prior provide evidence sufficient to satisfy the Lender that such Mortgage Loan was acquired in a legal sale, including without limitation, an opinion, in form and substance and from an attorney, in both cases, acceptable to the related Funding DateLender in its sole discretion, the following items to the extent applicable,that such Mortgage Loan was acquired in a legal sale; (i) none of the following shall have occurred and/or be continuing: (i) a catastrophic event or events shall have occurred resulting in the effective absence of a "repo market" or comparable "lending market" for financing debt obligations secured by mortgage loans or securities for a period of (or reasonably expected to be) at least 30 consecutive days and the same has resulted in the Lender not being able to finance any Advances through the "repo market" or "lending market" with traditional counterparties at rates which would have been reasonable prior to the Custodian, with respect to each Eligible Asset which is occurrence of such catastrophic event or events; (ii) a catastrophic event or events shall have occurred resulting in the effective absence of a "securities market" for securities backed by mortgage loans for a period of (or shall reasonably expected to be) at least 30 consecutive days and the same results in the future beLender not being able to sell securities backed by mortgage loans at prices which would have been reasonable prior to such catastrophic event or events; or (iii) represented by there shall have occurred a physical certificate material adverse change in the financial condition of the Lender which affects (including those issued electronically or can reasonably be expected to affect) materially and adversely the ability of the Lender to fund its obligations under this Loan Agreement and the applicable state lawLender shall have given notice thereof pursuant to Section 11.02 hereof to the Borrower at least 30 days prior to the requested Funding Date; In the event of an occurrence of any of the events described in clauses (i), (ii) and is not in book entry formor (iii) above, the original physical certificate (or a statutorily authorized duplicate if Commitment Fee payable by the original certificate is lost or destroyed) issued in Borrower shall be prorated on the name basis of the Designated Title Holder, together with a receipt, list or other document actual number of days during which this Loan Agreement was in effect. (which may j) if any Mortgage Loans to be a photocopy or facsimile) issued pledged hereunder were acquired by the applicable taxing authority indicating that the Designated Title Holder is the record holder on Borrower, such taxing authority’s record of Tax Liens sold; provided, that, notwithstanding the foregoing, for purposes of the determination of whether an Eligible Asset File is sufficiently complete such that a Funding Date, as applicable, may occur, in jurisdictions in which an Eligible Asset Mortgage Loans shall in the future be represented by a physical certificate, a Funding Date, as applicable, may occur following the delivery conform to the Custodian of an initial receipt from Borrower's Underwriting Guidelines or the applicable taxing authority with sufficient information Lender shall have received Underwriting Guidelines for such Mortgage Loans acceptable to the Custodian to verify ownership of such Eligible Asset Lender in the name of the Designated Title Holder which initial receipt will be supplemented in the future by the delivery of the physical certificateits reasonable discretion; and (iik) the Lender shall have received all information requested from the Borrower relating to Interest Rate Protection Agreements pursuant to Section 7.25, and the Custodian, with respect to each Eligible Asset Lender shall have reasonably determined that is a tax certificate or tax deed (including those issued electronically under such Interest Rate Protection Agreements adequately protect the applicable state law) in book entry form (and not represented by a physical certificate), the receipt, list or other document (which may be a photocopy or facsimile) issued by the applicable taxing authority of the state indicating that the Designated Title Holder is the record holder on such taxing authority’s record of Tax Liens soldBorrower from interest rate fluctuations. Each request for a borrowing by the Borrower hereunder shall constitute a certification by the Borrower that all of to the conditions precedent effect set forth in this Section 5.02 have been satisfied in full(both as of the date of such notice, request or confirmation and as of the date of such borrowing).