Common use of Servicing Clause in Contracts

Servicing. (a) The Borrowers covenant to maintain or cause the servicing of the Mortgage Loans to be maintained in conformity with Accepted Servicing Practices. In the event that the preceding language is interpreted as constituting one or more servicing contracts, each such servicing contract shall terminate automatically upon the earliest of (i) an Event of Default, or (ii) the date on which all the Secured Obligations have been paid in full, or (iii) the transfer of servicing to any entity approved by the Lender. (b) During the period the each Borrower is servicing the Mortgage Loans, (i) such Borrower agrees that Lender has a first priority perfected security interest in all servicing records, including but not limited to any and all servicing agreements, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records or rights relating to or evidencing the servicing of such Mortgage Loans (the "Servicing Records"), and (ii) such Borrower grants the Lender a security interest in all servicing fees and rights relating to the Mortgage Loans and all Servicing Records to secure the obligation of such Borrower or its designee to service in conformity with this Section and any other obligation of such Borrower to the Lender. The Borrowers covenant to safeguard such Servicing Records and to deliver them promptly to the Lender or its designee (including the Custodian) at the Lender's request. It is understood and agreed by the parties that prior to an Event of Default, the Borrowers shall retain the servicing fees with respect to the Mortgage Loans. (c) If the Mortgage Loans are serviced by any other third party servicer (such third party servicer, the "Subservicer"), the applicable Borrower shall provide a copy of the related servicing agreement with a properly executed Instruction Letter to the Lender at least three (3) Business Days prior to the applicable Funding Date or the date on which the Subservicer shall begin subservicing the Mortgage Loans, which shall be in the form and substance acceptable to Lender (the "Servicing Agreement") and shall have obtained the written consent of the Lender for such Subservicer to subservice the Mortgage Loans. Initially, the Subservicer shall be Aames Funding. (d) The Borrowers agree that upon the occurrence of an Event of Default, the Lender may terminate the Borrowers in their capacity as servicer and terminate any Servicing Agreement and transfer such servicing to the Lender or its designee, at no cost or expense to the Lender. In addition, each Borrower shall provide to the Lender an Instruction Letter from such Borrower to the effect that upon the occurrence of an Event of Default, the Lender may terminate any Subservicer or Servicing Agreement and direct that collections with respect to the Mortgage Loans be remitted in accordance with the Lender's instructions. The Borrowers agree to cooperate with the Lender in connection with the transfer of servicing. (e) After the Funding Date, until the pledge of any Mortgage Loan is relinquished by the Custodian, the Borrowers will have no right to modify or alter the terms of the Mortgage Loan or consent to the modification or alteration of the terms of any Mortgage Loan, and the Borrowers will have no obligation or right to repossess any Mortgage Loan or substitute another Mortgage Loan, except as provided in any Custodial Agreement. (f) The Borrowers shall permit the Lender to inspect upon reasonable prior written notice (which shall be no more than five (5) Business Days prior to such date) at a mutually convenient time, the Borrowers' or their Affiliate's servicing facilities, as the case may be, for the purpose of satisfying the Lender that the Borrowers or their Affiliate, as the case may be, has the ability to service the Mortgage Loans as provided in this Warehouse Agreement. In addition, with respect to any Subservicer which is not an Affiliate of either Borrower, the applicable Borrower shall use its best efforts to enable the Lender to inspect the servicing facilities of such Subservicer.

Servicing. (a) The Borrowers covenant Borrower covenants to maintain or cause the servicing of the Mortgage Loans to be maintained in conformity with Accepted Servicing PracticesPractices in the industry for the same type of mortgage loans as the Mortgage Loans and in a manner at least equal in quality to the servicing Borrower provides for other mortgage loans which it owns. In the event that the preceding language is interpreted as constituting one or more servicing contracts, each such servicing contract shall terminate automatically upon the earliest of (i) an Event of Default, or (ii) the date on which all the Secured Obligations have been paid in full, or (iii) the transfer of servicing to any entity approved by the LenderBorrower. (b) During the period the each Borrower is servicing If any of the Mortgage LoansLoans are serviced by Borrower, (i) such Borrower agrees that Lender has a first priority perfected security interest in Agent is the collateral assignee of all servicing records, including but not limited to any and all servicing agreements, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records or rights relating to or evidencing the servicing of such Mortgage Loans (the "Servicing RecordsSERVICING RECORDS"), and (ii) such Borrower grants Agent, for the Lender benefit of Lender, a security interest in all servicing fees and rights relating to the Mortgage Loans and all Servicing Records to secure the obligation of such Borrower or its designee to service the Mortgage Loans in conformity with this Section and any other obligation of such Borrower to the Lender. The Borrowers covenant Borrower covenants to safeguard such Servicing Records and to deliver them promptly to the Lender Agent or its designee (including the Custodian) at the LenderAgent's request. It is understood and agreed by the parties that prior to an Event of Default, the Borrowers shall retain the servicing fees with respect to the Mortgage Loans. (c) If any of the Mortgage Loans are serviced by any other a third party servicer (such third party servicer, the "SubservicerSERVICER"), the applicable Borrower (i) shall provide a copy of the related servicing agreement with a properly executed Instruction Letter to the Lender at least three (3) Business Days prior to the applicable Funding Date or the date on which the Subservicer shall begin subservicing the Mortgage LoansAgent, which shall be in the form and substance acceptable to Lender Agent (the "Servicing AgreementSERVICING AGREEMENT"), (ii) shall provide a Servicer Notice and Agreement to the Servicer substantially in the form of Exhibit E hereto (a "SERVICER NOTICE AND AGREEMENT") and shall have obtained cause the written consent Servicer to acknowledge and agree to the same and (iii) hereby irrevocably assigns to Lender and such Lender's successors and assigns all right, title and interest of Borrower in, to and under, and the Lender for such Subservicer benefits of, and Servicing Agreement with respect to subservice the Mortgage Loans. Initially, the Subservicer Any successor or assignee of a Servicer shall be Aames Fundingapproved in writing by Lender and shall acknowledge and agree to a Servicer Notice and Agreement prior to such successor's assumption of servicing obligations with respect to the Mortgage Loans. (d) The Borrowers agree that upon If the occurrence servicer of the Mortgage Loans is Borrower or an Event Affiliate of DefaultBorrower, the Lender may terminate the Borrowers in their capacity as servicer and terminate any Servicing Agreement and transfer such servicing to the Lender or its designee, at no cost or expense to the Lender. In addition, each Borrower shall provide to Agent a letter from the Lender an Instruction Letter from such Borrower Servicer, as the case may be, to the effect that upon the occurrence of an Event of Default, the Lender Agent may terminate any Subservicer or Servicing Agreement and direct transfer servicing to Agent's designee, at no cost or expense to Agent, it being agreed that collections with respect Borrower will pay any and all fees required to terminate the Mortgage Loans be remitted in accordance with the Lender's instructions. The Borrowers agree Servicing Agreement and to cooperate with the Lender in connection with effectuate the transfer of servicingservicing to the designee of Agent. (e) After the Funding Date, until the pledge of any Mortgage Loan is relinquished by the Custodian, the Borrowers unless otherwise agreed in writing by Agent, Borrower will have no right to modify or alter the terms of the such Mortgage Loan or consent to the modification or alteration of the terms of any Mortgage Loan, and the Borrowers Borrower will have no obligation or right to repossess any such Mortgage Loan or substitute another Mortgage Loan, except as provided in any Custodial this Agreement. (f) The Borrowers In the event Borrower or its Affiliate is servicing the Mortgage Loans, Borrower shall permit the Lender Agent to inspect upon reasonable prior written notice (which shall be no more than five (5) Business Days prior to such date) at a mutually convenient time, the Borrowers' Borrower's or their its Affiliate's servicing facilities, as the case may be, for the purpose of satisfying the Lender Agent that the Borrowers Borrower or their its Affiliate, as the case may be, has the ability to service the Mortgage Loans as provided in this Warehouse Agreement. (g) Borrower represents that each Servicing Agreement can be terminated by Borrower without cause and without payment of any termination fee or other fee upon not greater than sixty (60) days prior written notice to the Servicer thereunder. In addition, with respect to any Subservicer which is not an Affiliate of either Borrower, the applicable Borrower shall use its best efforts not modify or amend any Servicing Agreement without Agent's prior written consent. Borrower represents that each Servicing Agreement is in full force and effect and no default or event of default by Borrower exists under any Servicing Agreement, and Borrower has no knowledge of any default or event of default thereunder by the Servicer. Borrower shall, within ten (10) days following a written request by Agent, deliver to enable the Lender to inspect the servicing facilities Agent true and correct copies of such Subservicerall Servicing Agreements.

Servicing. (a) Each servicer of any Purchased Asset (including the Primary Servicer) shall service the Assets for the benefit of Buyer and Buyer’s successors and assigns. The Borrowers covenant appointment of each servicer of any Purchased Asset (including the Primary Servicer) shall be subject to maintain or cause the servicing prior written approval of the Mortgage Loans Buyer, not to be maintained unreasonably withheld, conditioned or delayed. Seller shall cause each such servicer (including the Primary Servicer) to service the Purchased Assets at Seller’s sole cost and for the benefit of Buyer in conformity accordance with Accepted Servicing Practices. In ; provided that, without prior written consent of Buyer in its sole discretion as required by Article 7(e), no servicer (including the event that Primary Servicer) of any of the preceding language is interpreted as constituting one or more servicing contracts, each such servicing contract Purchased Assets shall terminate automatically upon the earliest of (i) an Event of Default, or (ii) the date on which all the Secured Obligations have been paid in full, or (iii) the transfer of servicing take any action with respect to any entity approved by the LenderPurchased Asset described in Article 7(e). (b) During the period the each Borrower is servicing the Mortgage Loans, (i) such Borrower Seller agrees that Lender has a first priority perfected security interest in Buyer is the owner of all servicing records, including including, but not limited to to, any and all servicing agreementsagreements (including, without limitation, the Primary Servicing Agreement or any other servicing agreement relating to the servicing of any or all of the Purchased Assets) (collectively, the “Servicing Agreements”), files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisalsvaluations, other closing documentation, payment history records, and any other records or rights relating to or evidencing the servicing of such Mortgage Loans Purchased Assets (the "“Servicing Records"”), and (ii) such Borrower grants so long as the Lender a security interest in all servicing fees and rights relating Purchased Assets are subject to the Mortgage Loans and all Servicing Records to secure the obligation of such Borrower or its designee to service in conformity with this Section and any other obligation of such Borrower to the LenderAgreement. The Borrowers covenant Seller covenants to safeguard such Servicing Records and to deliver them promptly to the Lender Buyer or its designee (including the Custodian) at the Lender's Buyer’s request. It is understood and agreed by the parties that prior to an Event of Default, the Borrowers shall retain the servicing fees with respect to the Mortgage Loans. (c) If the Mortgage Loans are serviced by any other third party servicer (such third party servicer, the "Subservicer"), the applicable Borrower shall provide a copy of the related servicing agreement with a properly executed Instruction Letter to the Lender at least three (3) Business Days prior to the applicable Funding Date or the date on which the Subservicer shall begin subservicing the Mortgage Loans, which shall be in the form and substance acceptable to Lender (the "Servicing Agreement") and shall have obtained the written consent of the Lender for such Subservicer to subservice the Mortgage Loans. Initially, the Subservicer shall be Aames Funding. (d) The Borrowers agree that upon Upon the occurrence and during the continuance of an Event of Default, Buyer may, in its sole discretion, (i) sell its right to the Lender may Purchased Assets on a servicing released basis and/or (ii) terminate Seller (as the Borrowers servicer), Primary Servicer or any other servicer or sub servicer of the Purchased Assets with or without cause, in their capacity as each case without payment of any termination fee. (d) Seller shall not employ sub-servicers or any other servicer other than Primary Servicer pursuant to the Primary Servicing Agreement to service the Purchased Assets without the prior written approval of Buyer, in Buyer’s sole discretion. If the Purchased Assets are serviced by such a Buyer approved sub-servicer or any other servicer, Seller shall, irrevocably assign all rights, title and terminate any interest (if any) in the servicing agreements in the Purchased Assets to Buyer. Seller shall cause all servicers and sub-servicers engaged by Seller to execute a Direct Agreement with Buyer acknowledging Buyer’s security interest and agreeing that each servicer and/or sub servicer shall transfer all Income with respect to the Purchased Assets in accordance with the applicable Servicing Agreement and transfer so long as any Purchased Asset is owned by Buyer hereunder, following notice from Buyer to Seller and each such servicing to the Lender or its designee, at no cost or expense to the Lender. In addition, each Borrower shall provide to the Lender an Instruction Letter from such Borrower to the effect that upon the occurrence servicer of an Event of DefaultDefault under this Agreement, the Lender may terminate any Subservicer each such servicer (including Primary Servicer) or Servicing Agreement and direct that collections sub-servicer shall take no action with respect regard to the Mortgage Loans be remitted in accordance with the Lender's instructions. The Borrowers agree to cooperate with the Lender in connection with the transfer of servicingsuch Purchased Asset other than as specifically directed by Buyer. (e) After the Funding Date, until the pledge The payment of servicing fees shall be subordinate to payment of amounts outstanding under any Mortgage Loan is relinquished by the Custodian, the Borrowers will have no right to modify or alter the terms of the Mortgage Loan or consent to the modification or alteration of the terms of any Mortgage Loan, Transaction and the Borrowers will have no obligation or right to repossess any Mortgage Loan or substitute another Mortgage Loan, except as provided in any Custodial this Agreement. (f) The Borrowers For the avoidance of doubt, Seller retains no economic rights to the servicing, other than Seller’s rights under the Primary Servicing Agreement or any other servicing agreement related to the Purchased Assets. As such, Seller expressly acknowledges that the Purchased Assets are sold to Buyer on a “servicing released” basis with such servicing retained by the Servicer. (g) Seller shall permit cause each servicer of a Purchased Asset to provide to Buyer via electronic transmission, promptly upon request by Buyer a Servicing Tape for the Lender to inspect upon reasonable prior written notice quarter (which shall be no more than five (5or any portion thereof) Business Days prior to such date) at a mutually convenient time, the Borrowers' or their Affiliate's servicing facilities, as the case may be, for the purpose date of satisfying the Lender that the Borrowers or their Affiliate, as the case may be, has the ability to service the Mortgage Loans as provided in this Warehouse Agreement. In addition, with respect to any Subservicer which is not an Affiliate of either Borrower, the applicable Borrower shall use its best efforts to enable the Lender to inspect the servicing facilities of such SubservicerBuyer’s request.

Servicing. (a) The Borrowers covenant Each Borrower covenants to maintain or cause the servicing of the Mortgage Loans to be maintained in conformity with Accepted Servicing Practicesaccepted and prudent servicing practices in the industry for the same type of mortgage loans as the Mortgage Loans and in a manner at least equal in quality to the servicing such Borrower provides for mortgage loans which it owns. In the event that the preceding language is interpreted as constituting one or more servicing contracts, each such servicing contract shall terminate automatically upon the earliest of (i) an Event of Default, or (ii) the date on which all the Secured Obligations have been paid in full, full or (iii) the transfer of servicing to any entity approved by the LenderAgent in writing. The Agent hereby approves New Century as the initial servicer (the “Initial Servicer”) of the Mortgage Loans. (b) During the period the each Borrower is servicing If the Mortgage LoansLoans are serviced by New Century, (i) such Borrower New Century agrees that Lender has a first priority perfected security interest in the Agent is the collateral assignee of all servicing records, including including, but not limited to to, any and all servicing agreements, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records or rights relating to or evidencing the servicing of such Mortgage Loans (the "“Servicing Records"”), and (ii) such Borrower New Century grants the Lender Agent, for the ratable benefit of the Lenders, a security interest in all servicing fees and rights relating to the Mortgage Loans and all Servicing Records to secure the obligation of such Borrower New Century or its designee to service in conformity with this Section and any other obligation of such Borrower New Century to the LenderLenders. The Borrowers covenant New Century covenants to safeguard such Servicing Records and to deliver them promptly to the Lender Agent or its designee (including the Custodian) at the Lender's Agent’s request. It is understood and agreed by the parties that prior to an Event of Default, the Borrowers shall retain the servicing fees with respect to the Mortgage Loans. (c) If the Mortgage Loans are serviced by any other a third party servicer (such third party servicer, the "Subservicer"), “Third Party Servicer”) the applicable Borrower Borrowers (i) shall provide a copy of the related servicing agreement with a properly executed Instruction Letter to the Lender at least three (3) Business Days prior to the applicable Funding Date or the date on which the Subservicer shall begin subservicing the Mortgage LoansAgent, which shall be in the form and substance acceptable to Lender the Agent (the "“Servicing Agreement"”), and (ii) shall provide a Servicer Notice to the Third Party Servicer substantially in the form of Exhibit G hereto (a “Servicer Notice”) and shall have obtained cause such Third Party Servicer to acknowledge and agree to the written consent same. Any successor or assignee of a Third Party Servicer shall be approved in writing by the Lender for Agent and shall acknowledge and agree to a Servicer Notice prior to such Subservicer successor’s assumption of servicing obligations with respect to subservice the Mortgage Loans. Initially, the Subservicer shall be Aames Funding. (d) The Borrowers agree that upon If the occurrence Servicer of the Mortgage Loans is a Borrower or an Event Affiliate of Defaulta Borrower, the Lender may terminate the Borrowers in their capacity as servicer and terminate any Servicing Agreement and transfer such servicing to the Lender or its designee, at no cost or expense to the Lender. In addition, each Borrower shall provide to the Lender an Instruction Letter from such Borrower Agent a letter to the effect that upon the occurrence of an Event of Default, the Lender Agent may terminate any Subservicer or Servicing Agreement and direct that collections with respect in any event transfer servicing to the Mortgage Loans be remitted in accordance with Agent’s designee, at no cost or expense to the Lender's instructions. The Borrowers agree Agent, it being agreed that such Borrower will pay any and all fees required to cooperate with terminate the Lender in connection with Servicing Agreement and to effectuate the transfer of servicingservicing to the designee of the Agent. (e) After the Funding Date, until the pledge of any Mortgage Loan is relinquished by the Custodian, (i) the Borrowers will have no right to modify or alter the terms of the Mortgage Loan or consent shall give prior written notice to the Agent of any proposed modification or alteration of to the terms of any such Mortgage LoanLoan and unless the Borrowers shall have received the Agent’s written approval of such modification or alteration within five (5) Business Days thereafter, in the event the Borrowers nevertheless make such modification or alteration to the terms of such Mortgage Loan thereafter, such Mortgage Loan shall thereupon have a Collateral Value equal to zero, and (ii) the Borrowers will have no obligation or right to repossess any such Mortgage Loan or substitute another Mortgage Loan, except as provided in any the Custodial Agreement. (f) The Borrowers In the event any Borrower or its Affiliate is servicing the Mortgage Loans, such Borrower shall permit the Lender Agent from time to time during business hours and upon prior reasonable notice (provided, that if a Default shall have occurred and be continuing, no such notice shall be required) to inspect upon reasonable prior written notice (which shall be no more than five (5) Business Days prior to such date) at a mutually convenient time, the Borrowers' Borrower’s or their its Affiliate's ’s servicing facilities, as the case may be, for the purpose of satisfying the Lender Agent that the Borrowers such Borrower or their its Affiliate, as the case may be, has the ability to service the Mortgage Loans as provided in this Warehouse Loan Agreement. In addition, with respect to any Subservicer which is not an Affiliate of either Borrower, the applicable Borrower shall use its best efforts to enable the Lender to inspect the servicing facilities of such Subservicer.

Servicing. (a) The Borrowers covenant Seller covenants to maintain or cause the servicing of the Mortgage Loans Purchased Assets to be maintained in conformity with Accepted Servicing Practicesaccepted and prudent servicing practices in the industry for the same type of mortgage loans as the Purchased Assets and in a manner at least equal in quality to the servicing Seller provides for mortgage loans which it owns. In the event that the preceding language is interpreted as constituting one or more servicing contractscontracts between Seller and Buyer, each such servicing contract shall terminate automatically upon the earliest of (i) an Event of Default, or (ii) the date on which all the Secured Obligations have been paid in full, this Agreement terminates or (iii) the transfer of servicing to any entity approved by the LenderBuyer. (b) During If the period the each Borrower is servicing the Mortgage LoansPurchased Assets are serviced by Seller, (i) such Borrower Seller agrees that Lender has a first priority perfected security interest in Buyer is the owner of all servicing records, including but not limited to any and all servicing agreements, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records or rights relating to or evidencing the servicing of such Mortgage Loans the Purchased Assets (the "“Servicing Records"”), and (ii) such Borrower grants the Lender a security interest in all servicing fees and rights relating to the Mortgage Loans and all Servicing Records to secure the obligation of such Borrower or its designee to service in conformity with this Section and any other obligation of such Borrower to the Lender. The Borrowers covenant Seller covenants to safeguard such Servicing Records and to deliver them promptly to the Lender Buyer or its designee (including the Custodian) at the Lender's Buyer’s request. It is understood and agreed by the parties that prior to an Event of Default, the Borrowers shall retain the servicing fees with respect to the Mortgage Loans. (c) If the Mortgage Loans Purchased Assets are serviced by any a person or entity other third party servicer than Seller (such third party servicerperson or entity, the "Subservicer"“Servicer”), the applicable Borrower shall Seller (i) shall, in accordance with Section (3)(b)(7), provide a copy of the related servicing agreement with a properly executed Instruction Letter to the Lender at least three (3) Business Days prior to the applicable Funding Date or the date on which the Subservicer shall begin subservicing the Mortgage LoansBuyer, which shall be in the form and substance acceptable to Lender Buyer (the "“Servicing Agreement") ”), and shall have obtained provide a Servicer Notice to Buyer substantially in the written consent form of Exhibit VII hereto, fully executed by Seller and Servicer; and (ii) hereby irrevocably assigns to Buyer and Buyer’s successors and assigns all right, title and interest of Seller in, to and under, and the Lender for such Subservicer benefits of, any Servicing Agreement solely with respect to subservice the Purchased Assets and not with respect to any other Mortgage Loans. Initially, Seller agrees that no Person shall assume the Subservicer shall be Aames Fundingservicing obligations with respect to the Purchased Assets as successor to the Servicer unless such successor is approved in writing by Buyer prior to such assumption of servicing obligations. (d) The Borrowers agree that If the servicer of the Purchased Assets is Seller, upon the occurrence of an Event of Default, Buyer shall have the Lender may right to terminate the Borrowers in their capacity Seller as servicer and terminate any Servicing Agreement of the Purchased Assets and transfer such servicing to the Lender or its designeeBuyer’s designated Servicer, at no cost or expense to Buyer, at any time thereafter. If the Lender. In additionServicer of the Purchased Assets is not Seller, each Borrower Buyer shall provide to have the Lender an Instruction Letter from such Borrower to right, as contemplated in the effect that applicable Servicer Notice, upon the occurrence of an Event of Default, the Lender may to terminate any Subservicer or applicable Servicing Agreement and direct transfer servicing to Buyer’s designated Servicer, at no cost or expense to Buyer, it being agreed that collections with respect Seller will pay any and all fees required to the Mortgage Loans be remitted in accordance with the Lender's instructions. The Borrowers agree terminate such Servicing Agreement and to cooperate with the Lender in connection with effectuate the transfer of servicingservicing to Buyer’s designated Servicer, as well as any accrued servicing fees and unreimbursed expenses payable to such Servicer. (e) After the Funding Purchase Date, until the pledge repurchase of any Mortgage Loan is relinquished by the CustodianPurchased Asset, the Borrowers Seller will have no right to modify or alter the terms of the Mortgage Loan or consent to the such Purchased Asset if such modification or alteration alternation would materially adversely affect the value of the terms of any Mortgage Loan, such Purchased Assets and the Borrowers Seller will have no obligation or right to repossess any Mortgage Loan such Purchased Asset or substitute another Mortgage LoanLoan for such Purchased Asset, in each case except as provided in any the Custodial and Disbursement Agreement. (f) The Borrowers In the event Seller or its Affiliate is servicing the Purchased Assets, Seller shall permit the Lender Buyer to inspect upon reasonable prior written notice (which shall be no more than five (5) Business Days prior to such date) at a mutually convenient time, the Borrowers' Seller’s or their its Affiliate's ’s servicing facilities, as the case may be, for the purpose of satisfying the Lender Buyer that the Borrowers Seller or their its Affiliate, as the case may be, has the ability to service the Mortgage Loans Purchased Assets as provided in this Warehouse Agreement. In addition, with respect to any Subservicer which is not an Affiliate of either Borrower, the applicable Borrower shall use its best efforts to enable the Lender to inspect the servicing facilities of such Subservicer.

Servicing. (a) The Borrowers covenant Borrower covenants to maintain or cause the servicing of Asset and the Mortgage Loans Underlying Loan to be maintained serviced by Hanover Street Capital, LLC (“Hanover”) or another third party servicer that is not an Affiliate of Borrower and is reasonably acceptable to Lender (the “Servicer”) pursuant to a servicing agreement in form and substance reasonably acceptable to Lender (“Servicing Agreement”), and otherwise in conformity with accepted customary and prudent servicing practices in the industry for the same type of assets as the Asset and the Underlying Loan and in a manner at least equal in quality to the servicing Guarantor provides for assets owned by Guarantor or its Affiliates (“Accepted Servicing Practices”). In Borrower shall not replace the event that the preceding language is interpreted as constituting one Servicer and/or enter into (or more servicing contracts, each such servicing contract shall terminate automatically upon the earliest of (i) an Event of Default, or (ii) the date on which all the Secured Obligations have been paid in full, or (iii) the transfer of servicing consent to any entity approved by other Person entering into) a new Servicing Agreement with respect to the Asset without Lender’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed. (b) During the period the each Borrower is servicing the Mortgage Loans, (i) such Borrower agrees that Lender has a first priority perfected security interest in is the collateral assignee of all servicing recordsrecords of Borrower with respect to the Asset, if any, including but not limited to any and all servicing agreements, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records or rights relating to or evidencing the servicing of such Mortgage Loans the Asset (the "“Servicing Records"”), and (ii) such Borrower hereby grants the Lender a security interest in all servicing fees and of Borrower’s rights relating to the Mortgage Loans Asset and all Servicing Records to secure the obligation of such Borrower or its designee to service in conformity with this Section and any other obligation of such Borrower to the Lender. The Borrowers covenant Borrower covenants to safeguard such Servicing Records and and, during the continuance of an Event of Default, to deliver them promptly to the Lender or its designee (including the Custodian) at the Lender's ’s written request. It is understood and agreed by the parties that prior to an Event of Default, the Borrowers shall retain the servicing fees with respect to the Mortgage Loans. (c) If the Mortgage Loans are serviced by any other third party servicer (such third party servicer, the "Subservicer"), the applicable Borrower shall provide a copy of the related servicing agreement with a properly executed Instruction Letter to the Lender at least three (3) Business Days prior to the applicable Funding Date or the date on which the Subservicer shall begin subservicing the Mortgage Loans, which shall be in the form and substance acceptable to Lender (the "Servicing Agreement") and shall have obtained the written consent of the Lender for such Subservicer to subservice the Mortgage Loans. Initially, the Subservicer shall be Aames Funding. (d) The Borrowers agree that upon the occurrence of an Event of Default, the Lender may terminate the Borrowers in their capacity as servicer and terminate any Servicing Agreement and transfer such servicing to the Lender or its designee, at no cost or expense to the Lender. In addition, each Borrower shall provide to the Lender an Instruction Letter from such Borrower to the effect that upon the occurrence of an Event of Default, the Lender may terminate any Subservicer or Servicing Agreement and direct that collections with respect to the Mortgage Loans be remitted in accordance with the Lender's instructions. The Borrowers agree to cooperate with the Lender in connection with the transfer of servicing. (e) After the Funding Date, until the pledge of any Mortgage Loan is relinquished by the Custodian, the Borrowers will have no right to modify or alter the terms of the Mortgage Loan or consent to the modification or alteration of the terms of any Mortgage Loan, and the Borrowers will have no obligation or right to repossess any Mortgage Loan or substitute another Mortgage Loan, except as provided in any Custodial Agreement. (f) The Borrowers shall permit the Lender to inspect upon reasonable prior written notice (which shall be no more than five (5) Business Days prior Borrower’s or its Affiliates’ servicing facilities pursuant to such date) at a mutually convenient time, the Borrowers' or their Affiliate's servicing facilitiesSection 11.16 below, as the case may be, for the purpose of satisfying the Lender that the Borrowers Borrower or their Affiliateits Affiliates, as the case may be, has have the ability to service manage the Mortgage Loans Asset as provided in this Warehouse Loan Agreement. In addition. (d) On or prior to the Closing Date, Borrower shall enter into a Servicer Notice and Agreement with respect to any Subservicer which is not an Affiliate the Servicer in the form attached hereto as Exhibit C. (e) At the option of either BorrowerLender, the applicable Loan may be serviced by one or more servicers/trustees (any such servicer/trustee, together with its agent’s, nominees or designees, are collectively referred to as “Loan Servicer”) selected by Lender and Lender may delegate all or any portion of its responsibilities under this Loan Agreement and the other Loan Documents to Loan Servicer, which may be done by Lender pursuant to a servicing agreement between Lender and Loan Servicer. Loan Servicer may, at any time, delegate all or any portion of its responsibilities for the servicing and administration of the Loan to a sub-servicer or sub-servicers. Borrower shall use its best efforts be responsible for any costs and expenses of Loan Servicer to enable the extent such costs and expenses would otherwise be payable by Borrower if incurred by Lender or Lender hereunder. Lender and Borrower agree that Hanover shall be the initial Loan Servicer hereunder. Borrower agrees that it shall be required to inspect pay the Loan Servicer an annual servicing facilities fee of such Subservicer$21,000 during the term of the Loan, payable on a monthly basis ($1,750 per month) on each Payment Date (the “Loan Servicing Fee”). Notwithstanding any collection of the Loan Servicing Fee by Lender on behalf of Loan Servicer, the Loan Servicing Fee will be deemed to have been paid directly to Servicer.

Servicing. (a) The Borrowers covenant Each Loan Party covenants to maintain or cause the servicing of the Mortgage Loans to be maintained in conformity with the Accepted Servicing Practices. In the event that the preceding language is interpreted as constituting one or more servicing contracts, each such servicing contract shall terminate automatically upon the earliest of (i) an Event of Default, or (ii) the date on which all the Secured Obligations have been paid in full, full or (iii) the transfer of servicing to any entity approved by the LenderLoan Parties. (b) During the period the each Borrower is servicing If the Mortgage LoansLoans are serviced by the Loan Parties, (i) such Borrower agrees the Loan Parties agree that Lender has a first priority perfected security interest in the Agent is the collateral assignee of all servicing records, including but not limited to any and all servicing agreements, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records or rights relating to or evidencing the servicing of such Mortgage Loans (the "“Servicing Records"”), and (ii) such Borrower grants the Lender Loan Parties grant the Agent a security interest in all servicing fees and rights relating to the Mortgage Loans and all Servicing Records to secure the obligation of such Borrower the Loan Parties or its their designee to service in conformity with this Section and any other obligation of such Borrower the Loan Parties to the LenderAgent. The Borrowers Loan Parties covenant to safeguard such Servicing Records and to deliver them promptly to the Lender Agent or its designee (including the Custodian) at the Lender's Agent’s request. It is understood and agreed by the parties that prior to an Event of Default, the Borrowers shall retain the servicing fees with respect to the Mortgage Loans. (c) If the Mortgage Loans are serviced by any other a third party servicer (such third party servicer, the "Subservicer"“Servicer”), the applicable Borrower Loan Parties (i) shall provide a copy of the related servicing agreement with a properly executed Instruction Letter to the Lender at least three (3) Business Days prior to the applicable Funding Date or the date on which the Subservicer shall begin subservicing the Mortgage LoansAgent, which shall be in the form and substance acceptable to Lender the Agent (the "“Servicing Agreement"”), and (ii) shall provide a Servicer Notice to the Servicer substantially in the form of Exhibit C hereto (a “Servicer Notice”) and shall have obtained cause the written consent Servicer to acknowledge and agree to the same. Any successor or assignee of a Servicer shall be approved in writing by the Lender for Agent and shall acknowledge and agree to a Servicer Notice prior to such Subservicer successor’s assumption of servicing obligations with respect to subservice the Mortgage Loans. Initially, the Subservicer shall be Aames Funding. (d) The Borrowers agree that upon If the occurrence servicer of the Mortgage Loans is a Loan Party or the Servicer is an Event Affiliate of Defaulta Loan Party, the Lender may terminate the Borrowers in their capacity as servicer and terminate any Servicing Agreement and transfer such servicing to the Lender or its designee, at no cost or expense to the Lender. In addition, each Borrower Loan Party shall provide to the Lender an Instruction Letter Agent a letter from such Borrower Loan Party or the Servicer, as the case may be, to the effect that upon the occurrence of an Event of Default, the Lender Agent may terminate any Subservicer or Servicing Agreement and direct that collections with respect in any event transfer servicing to the Mortgage Loans be remitted in accordance with Agent’s designee, at no cost or expense to the Lender's instructions. The Borrowers agree Agent, it being agreed that the Loan Parties will pay any and all fees required to cooperate with terminate the Lender in connection with Servicing Agreement and to effectuate the transfer of servicingservicing to the designee of the Agent. (e) After the Funding Date, until the pledge of any Mortgage Loan is relinquished by the CustodianAgent, the Borrowers Loan Parties will have no right to modify or alter the terms of the such Mortgage Loan or consent to the modification or alteration of the terms of any Mortgage Loan, and the Borrowers Loan Parties will have no obligation or right to repossess any such Mortgage Loan or substitute another Mortgage Loan, except as provided in any Custodial Agreementherein. (f) The Borrowers In the event the Loan Parties or their Affiliate are servicing the Mortgage Loans, the Loan Parties shall permit the Lender Agent from time to time to inspect upon reasonable prior written notice (which shall be no more than five (5) Business Days prior to such date) at a mutually convenient time, the Borrowers' Loan Parties’ or their Affiliate's Affiliates’ servicing facilities, as the case may be, for the purpose of satisfying the Lender Agent that the Borrowers Loan Parties or their AffiliateAffiliates, as the case may be, has the ability to service the Mortgage Loans as provided in this Warehouse Agreement. In addition, with respect to any Subservicer which is not an Affiliate of either Borrower, the applicable Borrower shall use its best efforts to enable the Lender to inspect the servicing facilities of such Subservicer.

Servicing. (a) The Borrowers covenant Subject to Section 43(d) below, Seller covenants to maintain or cause the servicing of the Mortgage Purchased Loans to be maintained in conformity with Accepted Servicing PracticesPractices and pursuant to the related underlying Servicing Agreement. In the event that the preceding language is interpreted as constituting one or more servicing contracts, each such servicing contract shall terminate automatically upon the earliest of (i) the termination thereof by Buyer pursuant to subsection (d) below, (ii) thirty (30) days after the last Purchase Date of such Purchased Loan, (iii) a Default or an Event of Default, or (iiiv) the date on which all the Secured Obligations have been paid in full, or (iiiv) the transfer of servicing to any entity approved by Buyer and the Lenderassumption thereof by such entity or (vi) upon written notice from Buyer to Seller which may be provided by Buyer at any time in its sole discretion. (b) During the period the each Borrower Seller is servicing the Mortgage Purchased Loans, (i) such Borrower Seller agrees that Lender has a first priority perfected security interest in Buyer is the owner of all servicing recordsServicing Records, including but not limited to any and all servicing agreements, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records or rights relating to or evidencing the servicing of such Mortgage Loans (the "“Servicing Records"”), and (ii) such Borrower Seller grants the Lender Buyer a security interest in all servicing fees and rights relating to the Mortgage Purchased Loans and all Servicing Records to secure the obligation of such Borrower Seller or its designee to service in conformity with this Section 43 and any other obligation of Seller to Buyer. At all times during the term of this Agreement, Seller covenants to hold such Borrower Servicing Records in trust for Buyer and to the Lender. The Borrowers covenant safeguard, or cause each Subservicer to safeguard safeguard, such Servicing Records and to deliver them, or cause any such Subservicer to deliver them to the extent permitted under the related Servicing Agreement promptly to the Lender Buyer or its designee (including the Custodian) at the Lender's requestBuyer’s request or otherwise as required by operation of Section 13(hh) hereof. It is understood and agreed by the parties that prior to an Event of Default, the Borrowers Seller, as servicer shall retain the servicing fees with respect to the Mortgage Purchased Loans. (c) If the Mortgage Loans are any Loan that is proposed to be sold on a Purchase Date is serviced by any a servicer other third party servicer than Seller (such third party servicer, the "“Subservicer"”), or if the applicable Borrower servicing of any Purchased Loan is to be transferred to a Subservicer, Seller shall provide a copy of the related servicing agreement with a properly executed an Instruction Letter executed by such Subservicer (collectively, the “Servicing Agreement”) to the Lender Buyer at least three (3) Business Days prior to the applicable Funding such Purchase Date or the date on which the Subservicer shall begin subservicing the Mortgage Loanstransfer date, as applicable, which Servicing Agreement shall be in the form and substance acceptable to Lender (the "Servicing Agreement") and Buyer. In addition, Seller shall have obtained the prior written consent of the Lender Buyer for such Subservicer to subservice the Mortgage Loans, which consent may be withheld in Buyer’s sole discretion. All Subservicers shall be listed on Schedule 5 attached hereto. Initially, the Subservicer Seller shall be Aames Fundingnot use a Subservicer. (d) The Borrowers agree that Buyer shall have the right, exercisable at any time in its sole discretion, upon the occurrence written notice, to terminate any of an Event of Default, the Lender may terminate the Borrowers in their capacity Seller or Subservicer as servicer or subservicer, respectively of any of the Purchased Loans and terminate any related Servicing Agreement (to the extent permitted therein). Any Servicing Agreement shall be terminable at will by Buyer and shall be terminable under each of the conditions set forth in Section 13(hh) hereof. Upon any such termination, Seller shall transfer or shall cause the Subservicer to transfer such servicing with respect to the Lender such Purchased Loans to Buyer or its designee, at no cost or expense to the LenderBuyer. In addition, each Borrower shall provide to the Lender an Instruction Letter from such Borrower to the effect that upon the occurrence of an Event of Default, the Lender may terminate any Subservicer or Servicing Agreement and direct that collections with respect to the Mortgage Loans be remitted in accordance with the Lender's instructions. The Borrowers agree Seller agrees to cooperate with the Lender Buyer in connection with the transfer of servicing. (e) After the Funding Purchase Date, until the pledge of any Mortgage Loan is relinquished by the CustodianRepurchase Date, the Borrowers Seller will have no right to modify or alter the terms of the Mortgage Loan or consent to the modification or alteration of the terms of any Mortgage Loan, and the Borrowers Seller will have no obligation or right to repossess any Mortgage Loan or substitute another Mortgage Loan, except as provided in any Custodial Agreement. (f) The Borrowers Seller shall permit the Lender Buyer to inspect upon reasonable prior written notice (which shall be no more than five (5) Business Days prior to such date) at a mutually convenient time, the Borrowers' Seller’s or their its Affiliate's ’s servicing facilities, as the case may be, for the purpose of satisfying the Lender Buyer that the Borrowers Seller or their its Affiliate, as the case may be, has the ability to service the Mortgage Loans as provided in this Warehouse Agreement. In addition, with respect to any Subservicer which is not an Affiliate of either BorrowerSeller, the applicable Borrower Seller shall use its best efforts to enable the Lender Buyer to inspect the servicing facilities of such Subservicer. (g) Following the origination of any Purchased Loan that has not been repurchased, Seller shall make all Principal Advances and Servicing Advances as required under the related Mortgage, Note and the HECM Handbook, as applicable, and any increase to the principal balance of such Purchased Loan as a result of any such Principal Advances and Servicing Advances shall automatically become subject to the same Transaction to which such Purchased Loan is subject. Notwithstanding anything to the contrary herein, in no event shall Buyer have any obligation to fund, or reimburse Seller for any such Principal Advances or Servicing Advances made after the origination of such Purchased Loan, which obligations shall be retained by Seller, and such Principal Advances or Servicing Advances after the Purchase Date shall not increase the Purchase Price or Repurchase Price of such Purchased Loan.

Servicing. (a) The Borrowers covenant Borrower covenants to maintain or cause the servicing of the Mortgage Loans to be maintained in conformity with Accepted Servicing Practicesaccepted and prudent servicing practices in the industry for the same type of mortgage loans as the Mortgage Loans and in a manner at least equal in quality to the servicing the Borrower provides to mortgage loans which it owns. In the event that the preceding language is interpreted as constituting one or more servicing contracts, each such servicing contract shall terminate automatically upon the earliest of (i) an Event of Default, or (ii) the date on which all the Secured Obligations have been paid in full, or (iii) the transfer of servicing to any entity approved by the LenderBorrower. (b) During the period the each Borrower is servicing If the Mortgage LoansLoans are serviced by the Borrower, (i) such the Borrower agrees that Lender has a first priority perfected security interest in is the owner of all servicing records, including but not limited to any and all servicing agreements, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records or rights relating to or evidencing the servicing of such Mortgage Loans (the "Servicing Records"), and (ii) such the Borrower grants the Lender a security interest in all servicing fees and rights relating to the Mortgage Loans and all Servicing Records to secure the obligation of such the Borrower or its designee to service in conformity with this Section and any other obligation of such Borrower to the Lender. The Borrowers covenant Borrower covenants to safeguard such Servicing Records and to deliver them promptly to the Lender or its designee (including the Custodian) at the Lender's request. It is understood and agreed by the parties that prior to an Event of Default, the Borrowers shall retain the servicing fees with respect to the Mortgage Loans. (c) If the Mortgage Loans are serviced by any other a third party servicer (such third party servicer, the "SubservicerServicer"), the applicable Borrower (i) shall provide a copy of the related servicing agreement with a properly executed Instruction Letter to the Lender at least three (3) Business Days prior to the applicable Funding Date or the date on which the Subservicer shall begin subservicing the Mortgage LoansLender, which shall be in the form and substance acceptable to the Lender (the "Servicing Agreement"); and (ii) hereby irrevocably assigns to the Lender and shall have obtained Lender's successors and assigns all right, title, interest and the written consent benefits of the Lender for such Subservicer Servicing Agreements with respect to subservice the Mortgage Loans. Initially, the Subservicer shall be Aames Funding. (d) The Borrowers agree that upon If the occurrence Servicer is the Borrower or an Affiliate of an Event of Defaultthe Borrower, the Lender may terminate the Borrowers in their capacity as servicer and terminate any Servicing Agreement and transfer such servicing to the Lender or its designee, at no cost or expense to the Lender. In addition, each Borrower shall provide to the Lender an Instruction Letter a letter from such Borrower the Servicer to the effect that upon the occurrence of an Event of Default, the Lender may terminate any Subservicer or the Servicing Agreement and direct that collections with respect transfer such servicing to its designee, at no cost or expense to the Mortgage Loans be remitted in accordance with Lender, it being agreed that the Lender's instructions. The Borrowers agree Borrower will pay any and all fees required to cooperate with terminate the Lender in connection with Servicing Agreement and to effectuate the transfer of servicingservicing to the Lender. (e) After the Funding Date, until the pledge of any such Mortgage Loan is relinquished by the Custodian, the Borrowers Borrower will have no right to modify or alter the terms of the Mortgage Loan or consent to the modification or alteration of the terms of any Mortgage Loan, and the Borrowers Borrower will have no obligation or right to repossess any the Mortgage Loan or substitute another Mortgage Loan, except as provided in any the Custodial Agreement. (f) The Borrowers In the event the Borrower or its Affiliate is servicing the Mortgage Loans, the Borrower shall permit the Lender to inspect upon reasonable prior written notice (which shall be no more than five (5) Business Days prior to such date) at a mutually convenient time, the Borrowers' Borrower's or their its Affiliate's servicing facilities, as the case may be, for the purpose of satisfying the Lender that the Borrowers Borrower or their its Affiliate, as the case may be, has the ability to service the Mortgage Loans as provided in this Warehouse Loan Agreement. In addition, with respect to any Subservicer which is not an Affiliate of either Borrower, the applicable Borrower shall use its best efforts to enable the Lender to inspect the servicing facilities of such Subservicer.

Servicing. (a) The Borrowers Sellers and Servicer covenant to maintain or cause the servicing of the Mortgage Purchased Loans to be maintained in conformity with Accepted Servicing PracticesPractices and pursuant to the related underlying Servicing Agreement. In the event that the preceding language is interpreted as constituting one or more servicing contracts, each such servicing contract shall terminate automatically upon the earliest of (i) the termination thereof by Buyer pursuant to subsection (d) below, (ii) thirty (30) days after the last Purchase Date of such Purchased Loan, (iii) a Default or an Event of Default, or (iiiv) the date on which all the Secured Obligations have been paid in full, or (iiiv) the transfer of servicing to any entity approved by Buyer and the Lenderassumption thereof by such entity. Upon any such termination, Sellers and Servicer, as applicable, shall comply with the requirements set forth in Section 13(hh) as to the delivery of the Servicing Records and the physical servicing of each Purchased Loan. (b) During the any period the each Borrower a Seller or Servicer is servicing the Mortgage any Purchased Loans, (i) such Borrower agrees Sellers and Servicer agree that Lender has a first priority perfected security interest in Buyer is the owner of the Servicing Rights and all servicing records, including but not limited to any and all servicing agreements, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records or rights relating to or evidencing the servicing of such Mortgage Loans (the "“Servicing Records"”), and (ii) such Borrower Servicer grants the Lender Buyer a security interest in all servicing fees and rights relating to the Mortgage Purchased Loans and all Servicing Records to secure the obligation of such Borrower Sellers, Servicer or its designee any Subservicer to service in conformity with this Section 43 and any other obligation of Sellers and/or Servicer to Buyer. At all times during the term of this Agreement, Servicer covenants to hold such Borrower Servicing Records in trust for Buyer and to the Lender. The Borrowers covenant safeguard, or cause each Subservicer to safeguard safeguard, such Servicing Records and to deliver them, or cause any such Subservicer to deliver them to the extent permitted under the related Servicing Agreement promptly to the Lender Buyer or its designee (including the Custodian) at the Lender's requestBuyer’s request or otherwise as required by operation of Section 13(hh) hereof. It is understood and agreed by the parties that prior to an Event of Default, the Borrowers shall Servicer may retain the servicing fees with respect to the Mortgage Purchased Loans. (c) If the Mortgage Loans are any Loan that is proposed to be sold on a Purchase Date is serviced by a servicer other than Seller or Servicer (including any other third party servicer interim servicer) (such third party servicer, the "a “Subservicer"”), or if the applicable Borrower servicing of any Purchased Loan is to be transferred to a Subservicer, Sellers shall provide a copy of the related servicing agreement with a properly executed and an Instruction Letter executed by such Subservicer (collectively, the “Servicing Agreement”) to the Lender Buyer at least three (3) Business Days prior to the applicable Funding such Purchase Date or the date on which the Subservicer shall begin subservicing the Mortgage Loanstransfer date, as applicable, which Servicing Agreement shall be in the form and substance acceptable to Lender (the "Servicing Agreement") and Buyer. In addition, Sellers shall have obtained the prior written consent of the Lender Buyer for such Subservicer to subservice the Mortgage Loans. Initially, the Subservicer shall be Aames Funding. (d) The Borrowers agree that In addition to the rights provided in Section 43(a), Buyer shall have the right, exercisable at any time in its sole discretion, upon the occurrence of an Event of Defaultwritten notice, the Lender may to terminate the Borrowers in their capacity any Seller, Servicer or any Subservicers as servicer or subservicer, respectively, and terminate any related Servicing Agreement. With respect to any Servicing Agreement and Rights, any such termination shall be effective as of the date that occurs thirty (30) days after the last Purchase Date. Upon the effectiveness of any such termination, Servicer shall transfer or shall cause Subservicer to transfer such servicing with respect to the Lender such Purchased Loans to Buyer or its designee, at no cost or expense to the LenderBuyer. In additionSellers and Servicer, each Borrower shall provide to the Lender an Instruction Letter from such Borrower to the effect that upon the occurrence of an Event of Defaultas applicable, the Lender may terminate any Subservicer or Servicing Agreement and direct that collections with respect to the Mortgage Loans be remitted in accordance with the Lender's instructions. The Borrowers agree to cooperate with the Lender Buyer in connection with the transfer of servicing. (e) After Buyer shall have the Funding Date, until right in its sole discretion to appoint a third party to perform due diligence with respect to Servicer’s servicing facilities at any time. Servicer shall cooperate with Buyer and/or its designees to provide access to Servicer’s servicing facilities including without limitation its books and records with respect to Servicer’s servicing portfolio and the pledge of any Mortgage Loan is relinquished by the Custodian, the Borrowers will have no right to modify or alter the terms of the Mortgage Loan or consent Purchased Loans. In addition to the modification or alteration of the terms of any Mortgage Loanforegoing, and the Borrowers will have no obligation or right to repossess any Mortgage Loan or substitute another Mortgage Loan, except as provided in any Custodial Agreement. (f) The Borrowers Servicer shall permit the Lender Buyer to inspect upon reasonable prior written notice (which shall be no more than five (5) Business Days prior to such date) at a mutually convenient time, the Borrowers' or their Affiliate's Servicer’s servicing facilities, as the case may be, for the purpose of satisfying the Lender Buyer that the Borrowers or their Affiliate, as the case may be, Servicer has the ability to service the Mortgage Loans as provided in this Warehouse Agreement and in any Servicing Agreement. In addition, with respect to any Subservicer which is not an Affiliate of either BorrowerServicer, the applicable Borrower Servicer shall use its best efforts to enable the Lender Buyer to inspect the servicing facilities of such SubservicerSubservicer and to cause such Subservicer to cooperate with Buyer and/or its designees in connection with any due diligence performed by Buyer and/or such designees in accordance with this Section 43(e). Seller and Buyer further agree that all reasonable out-of-pocket costs and expenses incurred by Buyer in connection with any due diligence or inspection performed pursuant to this Section 43(e) shall be paid by Buyer.

Servicing. (a) The Borrowers covenant Borrower covenants to maintain or cause the servicing of the Mortgage Loans Collateral to be maintained with respect to each type of Collateral pledged to Lender hereunder in conformity with Accepted Servicing Practicesaccepted and prudent servicing practices in the industry for such same type of Collateral and in a manner at least equal in quality to the servicing Borrower provides for assets similar to such Collateral which it owns. In the event that the preceding language is interpreted as constituting one or more servicing contracts, each such servicing contract shall terminate automatically upon the earliest of (i) an Event of Default, or (ii) the date on which all the Secured Obligations have been paid in full, full or (iii) the transfer of servicing to any entity approved by Borrower and Lender, which Lender's consent shall not be unreasonably withheld. Midland Loan Services, Inc. ("Midland") shall be the Lenderinitial servicer. (b) During If the period the each Borrower Collateral, or any portion thereof, is servicing the Mortgage Loansserviced by Borrower, (i) such Borrower agrees that Lender has a first priority perfected security interest in is the collateral assignee of all servicing records, including but not limited to any and all servicing agreements, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records or rights relating to or evidencing the servicing of such Mortgage Loans Collateral (the "Servicing Records"), and (ii) such Borrower grants the Lender a security interest in all servicing fees and rights relating to the Mortgage Loans such Collateral and all Servicing Records to secure the obligation of such Borrower or its designee to service in conformity with this Section and any other obligation of such Borrower to the Lender. The Borrowers covenant Borrower covenants to safeguard such Servicing Records and to deliver them promptly to the Lender or its designee (including the Custodian) at the Lender's request. It is understood and agreed by the parties that prior to an Event of Default, the Borrowers shall retain the servicing fees with respect to the Mortgage Loans. (c) If the Mortgage Loans are Collateral, or any portion thereof, is serviced by any other a third party servicer (such third party servicer, the "SubservicerServicer"), the applicable Borrower (i) shall provide a copy of the related servicing agreement with a properly executed Instruction Letter to the Lender at least three (3) Business Days prior to the applicable Funding Date or the date on which the Subservicer shall begin subservicing the Mortgage LoansLender, which shall be in the form and substance acceptable to Lender (the "Servicing Agreement"); and (ii) hereby irrevocably assigns to Lender and shall have obtained Lender's successors and assigns all right, title, interest of Borrower in, to and under, and the written consent of benefits of, any Servicing Agreement with respect to such Collateral. Any successor to the Lender for such Subservicer to subservice the Mortgage Loans. Initially, the Subservicer Servicer shall be Aames Fundingapproved in writing by Lender prior to such successor's assumption of servicing obligations with respect to such Collateral. The Travelers Real Estate Investment Group ("Travelers") is hereby approved as a Servicer, subject to (x) there having occurred no materially adverse change in Travelers' ability to perform as Servicer prior to the date of Lender's approval hereunder of any servicing agreement between Borrower and Travelers and (y) the satisfaction by Borrower of clause (i) hereof and the delivery by Borrower to Lender of such additional documentation as Lender may require to further evidence the security interest granted to Lender by Borrower in Borrower's interest in any servicing agreement entered into between Borrower and Travelers. (d) The Borrowers agree that upon the occurrence of an Event of Default, the Lender may terminate the Borrowers in their capacity as servicer and terminate any Servicing Agreement and transfer such servicing to the Lender or its designee, at no cost or expense to the Lender. In addition, each Borrower shall provide to Lender a letter from Borrower (if Borrower is the Lender an Instruction Letter from such Borrower Servicer) or the Servicer, as the case may be, to the effect that upon the occurrence of an Event of Default, the Lender may terminate any Subservicer or Servicing Agreement and direct transfer servicing to its designee, at no cost or expense to Lender, it being agreed that collections with respect Borrower will pay any and all fees required to terminate the Mortgage Loans be remitted in accordance with the Lender's instructions. The Borrowers agree Servicing Agreement and to cooperate with the Lender in connection with effectuate the transfer of servicing. (e) After the Funding Date, until the pledge of any Mortgage Loan is relinquished by the Custodian, the Borrowers will have no right to modify or alter the terms of the Mortgage Loan or consent servicing to the modification or alteration designee of the terms of any Mortgage Loan, and the Borrowers will have no obligation or right to repossess any Mortgage Loan or substitute another Mortgage Loan, except as provided in any Custodial AgreementLender. (f) The Borrowers shall permit the Lender to inspect upon reasonable prior written notice (which shall be no more than five (5) Business Days prior to such date) at a mutually convenient time, the Borrowers' or their Affiliate's servicing facilities, as the case may be, for the purpose of satisfying the Lender that the Borrowers or their Affiliate, as the case may be, has the ability to service the Mortgage Loans as provided in this Warehouse Agreement. In addition, with respect to any Subservicer which is not an Affiliate of either Borrower, the applicable Borrower shall use its best efforts to enable the Lender to inspect the servicing facilities of such Subservicer.

Servicing. (a) The Borrowers covenant Each servicer of any Purchased Asset (including the Interim Servicer) shall service the Purchased Assets for the benefit of Buyer and Buyer’s successors and assigns. Each Seller shall cause each such servicer (including the Interim Servicer) to maintain or cause service the servicing Purchased Assets at such Seller’s sole cost and for the benefit of the Mortgage Loans to be maintained Buyer in conformity accordance with Accepted Servicing Practices. In ; provided that, without prior written consent of Buyer in its sole discretion as required by Article 7(d), no servicer (including the event that Interim Servicer and the preceding language is interpreted as constituting one or more servicing contracts, each such servicing contract primary servicer) of any of the Purchased Assets shall terminate automatically upon the earliest of (i) an Event of Default, or (ii) the date on which all the Secured Obligations have been paid in full, or (iii) the transfer of servicing take any action with respect to any entity approved by the LenderPurchased Asset described in Article 7(d). (b) During the period the each Borrower is servicing the Mortgage Loans, (i) such Borrower Each Seller agrees that Lender has a first priority perfected security interest in Buyer is the owner of all servicing records, including but not limited to any and all servicing agreementsagreements and pooling and servicing agreements (including, without limitation each Interim Servicing Agreement or any other servicing agreement relating to the servicing of any or all of the Purchased Assets) (collectively, the “Servicing Agreements”), files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records or rights relating to or evidencing the servicing of such Mortgage Loans Purchased Assets (the "“Servicing Records"), and (ii”) such Borrower grants so long as the Lender a security interest in all servicing fees and rights relating Purchased Assets are subject to the Mortgage Loans and all Servicing Records to secure the obligation of such Borrower or its designee to service in conformity with this Section and any other obligation of such Borrower to the LenderAgreement. The Borrowers covenant Each Seller covenants to safeguard such Servicing Records and to deliver them promptly to the Lender Buyer or its designee (including the Custodian) at the Lender's Buyer’s request. It is understood Sellers shall cause each Foreign Purchased Asset to be serviced by a servicer acceptable to Buyer and agreed by in accordance with a Servicing Agreement in the parties that prior to an Event of Default, the Borrowers shall retain the servicing fees with respect to the Mortgage Loansform set forth in Exhibit XVII hereto. (c) If the Mortgage Loans are serviced by any other third party servicer (such third party servicer, the "Subservicer"), the applicable Borrower shall provide a copy of the related servicing agreement with a properly executed Instruction Letter to the Lender at least three (3) Business Days prior to the applicable Funding Date or the date on which the Subservicer shall begin subservicing the Mortgage Loans, which shall be in the form and substance acceptable to Lender (the "Servicing Agreement") and shall have obtained the written consent of the Lender for such Subservicer to subservice the Mortgage Loans. Initially, the Subservicer shall be Aames Funding. (d) The Borrowers agree that upon Upon the occurrence and during the continuance of an Event of Default, Buyer may, in its sole discretion, (i) sell its right to the Lender may Purchased Assets on a servicing released basis and/or (ii) terminate Seller (as the Borrowers servicer), the Interim Servicer or any other servicer or sub-servicer of the Purchased Assets with or without cause, in their capacity as each case without payment of any termination fee. (d) Neither Seller shall employ sub-servicers or any other servicers other than the Interim Servicer pursuant to the applicable Interim Servicing Agreement to service the Purchased Assets without the prior written approval of Buyer, in Buyer’s sole discretion. If the Purchased Assets are serviced by a sub-servicer or any other servicer, the applicable Seller shall, irrevocably assign all rights, title and terminate any interest (if any) in the servicing agreements in the related Purchased Assets to Buyer. Each Seller shall cause all servicers (other than the Interim Servicer) and sub-servicers engaged by such Seller to execute the Servicer Notice with Buyer acknowledging Buyer’s security interest and agreeing that each servicer and/or sub-servicer shall immediately transfer all Income and other amounts with respect to the Purchased Assets in accordance with the applicable Servicing Agreement and transfer so long as any Purchased Asset is owned by Buyer hereunder, following notice from Buyer to such servicing to the Lender or its designee, at no cost or expense to the Lender. In addition, Seller and each Borrower shall provide to the Lender an Instruction Letter from such Borrower to the effect that upon the occurrence servicer of an Event of DefaultDefault under this Agreement, each such servicer (including the Lender may terminate any Subservicer Interim Servicer) or sub-servicer shall take no action with regard to such Purchased Asset other than as specifically directed by Buyer. Each Seller shall cause each Servicing Agreement and direct that collections with respect (including each Interim Servicing Agreement) to the Mortgage Loans be remitted in accordance consistent with the Lender's instructions. The Borrowers agree terms of this Agreement and each Servicer (including the Interim Servicer) to cooperate comply with the Lender in connection with the transfer of servicingsuch terms. (e) After the Funding Date, until the pledge The payment of servicing fees shall be subordinate to payment of amounts outstanding under any Mortgage Loan is relinquished by the Custodian, the Borrowers will have no right to modify or alter the terms of the Mortgage Loan or consent to the modification or alteration of the terms of any Mortgage Loan, Transaction and the Borrowers will have no obligation or right to repossess any Mortgage Loan or substitute another Mortgage Loan, except as provided in any Custodial this Agreement. (f) The Borrowers For the avoidance of doubt, each Seller retains no economic rights to the servicing, other than such Seller’s rights under the applicable Interim Servicing Agreement. As such, each Seller expressly acknowledges that the Purchased Assets are sold to Buyer on a “servicing released” basis with such servicing retained by the Servicer. (g) Each Seller shall permit cause each servicer of a Purchased Asset to provide to Buyer, the Lender Interim Servicer, and to inspect the Custodian via electronic transmission, promptly upon reasonable prior written notice request by Buyer a Servicing Tape for the month (which shall be no more than five (5or any portion thereof) Business Days prior to the date of Buyer’s request; provided, that to the extent any servicer does not provide any such date) at a mutually convenient timeServicing Tape, such Seller shall prepare and provide to Buyer, the Borrowers' or their Affiliate's Interim Servicer and Custodian via electronic transmission a remittance report containing the servicing facilitiesinformation that would otherwise be set forth in the Servicing Tape; and provided, as the case may befurther, for the purpose that regardless of satisfying the Lender that the Borrowers or their Affiliatewhether such Seller at any time delivers any such remittance report, as the case may be, has the ability to service the Mortgage Loans as provided in this Warehouse Agreement. In addition, with respect to any Subservicer which is not an Affiliate of either Borrower, the applicable Borrower such Seller shall at all times use its best commercially reasonable efforts to enable the Lender cause each servicer to inspect the servicing facilities of such Subservicerprovide each Servicing Tape in accordance herewith.

Servicing. (a) The Borrowers Each Borrower covenant to maintain or cause the servicing of the Mortgage Loans to be maintained in conformity with Accepted Servicing Practicesaccepted and prudent servicing practices in the industry for the same type of mortgage loans as the Mortgage Loans and in a manner at least equal in quality to the servicing the Borrowers provide for mortgage loans which it owns. In the event that the preceding language is interpreted as constituting one or more servicing contracts, each such servicing contract shall terminate automatically upon the earliest of (i) an Event of Default, or (ii) the date on which all the Secured Obligations have been paid in full, full or (iii) the transfer of servicing to any entity approved by the LenderBorrowers. (b) During the period the each Borrower is servicing If the Mortgage LoansLoans are serviced by a Borrower, (i) such Borrower agrees that the Lender has a first priority perfected security interest in is the collateral assignee of all servicing records, including but not limited to any and all servicing agreements, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records or rights relating to or evidencing the servicing of such Mortgage Loans (the "Servicing Records"), and (ii) such Borrower grants the Lender a security interest in all servicing fees and rights relating to the Mortgage Loans and all Servicing Records to secure the obligation of such each Borrower or its designee to service in conformity with this Section and any other obligation of such Borrower the Borrowers to the Lender. The Borrowers covenant to safeguard such Servicing Records and to deliver them promptly to the Lender or its designee (including the Custodian) at the Lender's request. It is understood and agreed by the parties that prior to an Event of Default, the Borrowers shall retain the servicing fees with respect to the Mortgage Loans. (c) If the Mortgage Loans are serviced by any other a third party servicer (such third party servicer, the "SubservicerServicer"), the applicable Borrower Borrowers (i) shall provide a copy of the related servicing agreement with a properly executed Instruction Letter to the Lender at least three (3) Business Days prior to the applicable Funding Date or the date on which the Subservicer shall begin subservicing the Mortgage LoansLender, which shall be in the form and substance acceptable to the Lender (the "Servicing Agreement"), and (ii) shall provide a Servicer Notice to the Servicer substantially in the form of Exhibit H hereto (a "Servicer Notice") and shall have obtained cause the written consent Servicer to acknowledge and agree to the same. Any successor or assignee of a Servicer shall be approved in writing by the Lender for and shall acknowledge and agree to a Servicer Notice prior to such Subservicer successor's assumption of servicing obligations with respect to subservice the Mortgage Loans. Initially, the Subservicer shall be Aames Funding. (d) The Borrowers agree that upon If the occurrence servicer of the Mortgage Loans is a Borrower or the Servicer is an Event Affiliate of Defaulta Borrower, the Lender may terminate the Borrowers in their capacity as servicer and terminate any Servicing Agreement and transfer such servicing to the Lender or its designee, at no cost or expense to the Lender. In addition, each Borrower shall provide to the Lender an Instruction Letter a letter from such the Borrower or the Servicer, as the case may be, to the effect that upon the occurrence of an Event of Default, the Lender may terminate any Subservicer or Servicing Agreement and direct that collections with respect in any event transfer servicing to the Mortgage Loans be remitted in accordance with the Lender's instructions. The designee, at no cost or expense to the Lender, it being agreed that the Borrowers agree will pay any and all fees required to cooperate with terminate the Lender in connection with Servicing Agreement and to effectuate the transfer of servicingservicing to the designee of the Lender. (e) After the Funding Date, until the pledge of any Mortgage Loan is relinquished by the Custodian, the Borrowers will have no right to modify or alter the terms of the such Mortgage Loan or consent to the modification or alteration of the terms of any Mortgage Loan, and the Borrowers will have no obligation or right to repossess any such Mortgage Loan or substitute another Mortgage Loan, except as provided in any the Custodial Agreement. (f) The Borrowers In the event a Borrower or its Affiliate is servicing the Mortgage Loans, such Borrower shall permit the Lender from time to time to inspect upon reasonable prior written notice (which shall be no more than five (5) Business Days prior to such date) at a mutually convenient time, the Borrowers' Borrower's or their its Affiliate's servicing facilities, as the case may be, for the purpose of satisfying the Lender that the Borrowers such Borrower or their its Affiliate, as the case may be, has the ability to service the Mortgage Loans as provided in this Warehouse Loan Agreement. In addition, with respect to any Subservicer which is not an Affiliate of either Borrower, the applicable Borrower shall use its best efforts to enable the Lender to inspect the servicing facilities of such Subservicer.

Servicing. (a) The Borrowers covenant to maintain or cause Notwithstanding the servicing purchase and sale of the Mortgage Purchased Loans by Seller to Buyer hereunder, Midland Loan Services, Inc. or, with the consent of Buyer (which consent shall not unreasonably be maintained in conformity with Accepted Servicing Practices. In withheld), an Affiliate of Seller ("Servicer") shall continue to service the event Purchased Loans at Seller's sole cost and for the benefit of Buyer and, if Buyer shall exercise its rights to pledge or hypothecate the Purchased Loans prior to the Repurchase Date pursuant to Section 8 or 17 of this Annex I, Buyer's assigns; provided, however, that the preceding language is interpreted as constituting one or more servicing contracts, each such servicing contract obligations of Seller to service any of the Purchased Loans shall terminate cease automatically upon the earliest of (i) an Event of Default, or (ii) the date on which the aggregate Repurchase Price for the Portfolio Loans together with all the Secured Obligations accrued and unpaid Price Differential, unpaid Costs and other amounts payable by Seller to Buyer hereunder have been paid in full, full or (iii) the transfer of servicing to any entity approved by Seller and Buyer, which Buyer's consent shall not be unreasonably withheld. Seller shall service and shall cause the LenderServicer to service the Purchased Loans in accordance with Accepted Servicing Practices. (b) During the period the each Borrower is servicing the Mortgage Loans, (i) such Borrower Seller agrees that Lender has a first priority perfected security interest in Buyer is the owner of all servicing records, including but not limited to any and all servicing agreementsagreements (the "Servicing Agreements"), files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records or rights relating to or evidencing the servicing of such Mortgage Purchased Loans (the "Servicing Records"), and (ii) such Borrower grants so long as the Lender a security interest in all servicing fees and rights relating Purchased Loans are subject to the Mortgage Loans and all Servicing Records to secure the obligation of such Borrower or its designee to service in conformity with this Section and any other obligation of such Borrower to the LenderAgreement. The Borrowers covenant Seller covenants to safeguard such Servicing Records and to deliver them promptly to the Lender Buyer or its designee (including the Custodian) at the LenderBuyer's request. It is understood and agreed by the parties that prior to an Event of Default, the Borrowers shall retain the servicing fees with respect to the Mortgage Loans. (c) If the Mortgage Loans are serviced by any other third party servicer (such third party servicer, the "Subservicer"), the applicable Borrower shall provide a copy of the related servicing agreement with a properly executed Instruction Letter to the Lender at least three (3) Business Days prior to the applicable Funding Date or the date on which the Subservicer shall begin subservicing the Mortgage Loans, which shall be in the form and substance acceptable to Lender (the "Servicing Agreement") and shall have obtained the written consent of the Lender for such Subservicer to subservice the Mortgage Loans. Initially, the Subservicer shall be Aames Funding. (d) The Borrowers agree that upon Upon the occurrence and continuance of an Event of Default, Buyer may, in its sole discretion, (i) sell its right to the Lender may Purchased Loans on a servicing released basis or (ii) terminate Servicer or any sub-servicer of the Purchased Loans with or without cause, in each case without payment of any termination fee or such other costs or expenses to Buyer, it being agreed that Seller will pay any and all fees, costs and expenses required to terminate the Borrowers in their capacity as servicer and terminate any Servicing Agreement and to effectuate a transfer such of servicing to a designee of the Lender or its designeeBuyer; provided, at no cost or expense however, that Buyer shall cause any successor servicer to deliver to Seller reports generated for Buyer relating to the LenderPurchased Loans. (d) Seller shall not, and shall not permit Servicer to, employ sub-servicers to service the Purchased Loans without the prior written approval of Buyer which shall not be unreasonably withheld. In additionIf the Purchased Loans are serviced by a sub-servicer, each Borrower Seller shall provide irrevocably assign all rights, title and interest in the Servicing Agreements with such sub-servicer to the Lender an Instruction Letter from such Borrower to the effect that upon the occurrence of an Event of Default, the Lender may terminate any Subservicer or Servicing Agreement and direct that collections with respect to the Mortgage Loans be remitted in accordance with the Lender's instructions. The Borrowers agree to cooperate with the Lender in connection with the transfer of servicingBuyer. (e) After Seller shall cause Servicer and any sub-servicers engaged by Seller to execute a letter agreement with Buyer acknowledging Buyer's security interest in the Funding Date, until Purchased Loans and the pledge of any Mortgage Loan is relinquished by the Custodian, the Borrowers will have no right to modify or alter the terms of the Mortgage Loan or consent Servicing Agreements and agreeing that each such sub-servicer shall deposit all Income with respect to the modification or alteration of Purchased Loans in the terms of any Mortgage LoanBlocked Account, and the Borrowers will have no obligation or right all in such manner as shall be reasonably acceptable to repossess any Mortgage Loan or substitute another Mortgage Loan, except as provided in any Custodial AgreementBuyer. (f) The Borrowers In the event Seller or its Affiliate is servicing any Purchased Loan, Seller shall permit the Lender Buyer to inspect upon reasonable prior written notice (which shall be no more than five (5) Business Days prior to such date) at a mutually convenient time, the Borrowers' Seller's or their its Affiliate's servicing facilities, as the case may be, for the purpose of satisfying the Lender Buyer that the Borrowers Seller or their its Affiliate, as the case may be, has the ability to service the Mortgage such Purchased Loans as provided in this Warehouse the Agreement. In addition, with respect . (g) Seller shall cause the Servicer to any Subservicer which is not an Affiliate provide a copy of either Borrower, the applicable Borrower shall use its best efforts each report and notice sent to enable the Lender Seller to inspect the servicing facilities of such Subservicerbe sent to Buyer concurrently therewith.

Servicing. (a) The Borrowers covenant Seller covenants to maintain or cause the servicing of the Mortgage Loans to be maintained in conformity with Accepted Servicing Practicesaccepted and prudent servicing practices in the industry for the same type of mortgage loans as the Mortgage Loans and in a manner at least equal in quality to the servicing Seller provides for mortgage loans which it owns. In the event that the preceding language is interpreted as constituting one or more servicing contracts, each such servicing contract shall terminate automatically upon the earliest of (i) an Event of Default, or (ii) the date on which all the Secured Obligations have been paid in full, this Agreement terminates or (iii) the transfer of servicing to any entity approved by the LenderBuyer. (b) During the period the each Borrower is servicing If the Mortgage LoansLoans are serviced by Seller, (i) such Borrower Seller agrees that Lender has a first priority perfected security interest in Buyer is the owner of all servicing records, including but not limited to any and all servicing agreements, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records or rights relating to or evidencing the servicing of such the Mortgage Loans (the "Servicing Records"), and (ii) such Borrower grants the Lender a security interest in all servicing fees and rights relating to the Mortgage Loans and all Servicing Records to secure the obligation of such Borrower or its designee to service in conformity with this Section and any other obligation of such Borrower to the Lender. The Borrowers covenant Seller covenants to safeguard such Servicing Records and to deliver them promptly to the Lender Buyer or its designee (including the Custodian) at the LenderBuyer's request. It is understood and agreed by the parties that prior to an Event of Default, the Borrowers shall retain the servicing fees with respect to the Mortgage Loans. (c) If the Mortgage Loans are serviced by any a person other third party servicer than Seller (such third party servicer, the "SubservicerServicer"), the applicable Borrower shall Seller (i) shall, in accordance with Section (3)(b)(7), provide a copy of the related servicing agreement with a properly executed Instruction Letter to the Lender at least three (3) Business Days prior to the applicable Funding Date or the date on which the Subservicer shall begin subservicing the Mortgage LoansBuyer, which shall be in the form and substance acceptable to Lender Buyer (the "Servicing Agreement") ), and shall have obtained provide a Servicer Notice to the written consent Buyer substantially in the form of Exhibit VII hereto, fully executed by such Seller Entity and the Lender for such Subservicer Servicer; and (ii) hereby irrevocably assigns to subservice Buyer and Buyer's successors and assigns all right, title and interest of Seller in, to and under, and the benefits of, any Servicing Agreement with respect to the Mortgage Loans. Initially, Seller agrees that no Person shall assume the Subservicer shall be Aames Fundingservicing obligations with respect to the Mortgage Loans as successor to the Servicer unless such successor is approved in writing by Buyer prior to such assumption of servicing obligations. (d) The Borrowers agree that If the servicer of the Mortgage Loans is Seller, upon the occurrence of an Event of Default, Buyer shall have the Lender may right to terminate the Borrowers in their capacity Seller as servicer and terminate any Servicing Agreement of the Mortgage Loans and transfer such servicing to the Lender or its designeeBuyer's designated Servicer, at no cost or expense to Buyer, at any time thereafter. If the Lender. In additionServicer of the Mortgage Loans is not Seller, each Borrower Buyer shall provide to have the Lender an Instruction Letter from such Borrower to right, as contemplated in the effect that applicable Servicer Notice, upon the occurrence of an Event of Default, the Lender may to terminate any Subservicer or applicable Servicing Agreement and direct transfer servicing to Buyer's designated Servicer, at no cost or expense to Buyer, it being agreed that collections with respect Seller will pay any and all fees required to the Mortgage Loans be remitted in accordance with the Lender's instructions. The Borrowers agree terminate such Servicing Agreement and to cooperate with the Lender in connection with effectuate the transfer of servicingservicing Buyer's designated Servicer, as well as any servicing fees and expenses payable to such Servicer. (e) After the Funding Purchase Date, until the pledge repurchase of any Mortgage Loan is relinquished by the CustodianLoan, the Borrowers Seller will have no right to modify or alter the terms of the such Mortgage Loan or consent to the modification or alteration of the terms of any Mortgage Loan, and the Borrowers Seller will have no obligation or right to repossess any such Mortgage Loan or substitute another Mortgage Loan, in each case except as provided in any the Custodial and Disbursement Agreement. (f) The Borrowers In the event Seller or its Affiliate is servicing the Mortgage Loans, Seller shall permit the Lender Buyer to inspect upon reasonable prior written notice (which shall be no more than five (5) Business Days prior to such date) at a mutually convenient time, the Borrowers' Seller's or their its Affiliate's servicing facilities, as the case may be, for the purpose of satisfying the Lender Buyer that the Borrowers Seller or their its Affiliate, as the case may be, has the ability to service the Mortgage Loans as provided in this Warehouse Agreement. In addition, with respect to any Subservicer which is not an Affiliate of either Borrower, the applicable Borrower shall use its best efforts to enable the Lender to inspect the servicing facilities of such Subservicer.

Servicing. (a) The Borrowers Seller and Servicer covenant to maintain or cause the servicing of the Mortgage Purchased Loans to be maintained in conformity with Accepted Servicing PracticesPractices and pursuant to the related underlying Servicing Agreement. In the event that the preceding language is interpreted as constituting one or more servicing contracts, each such servicing contract shall terminate automatically upon the earliest of (i) the termination thereof by Buyer pursuant to subsection (d) below, (ii) thirty (30) days after the last Purchase Date of such Purchased Loan, (iii) a Default or an Event of Default, or (iiiv) the date on which all the Secured Obligations have been paid in full, or (iiiv) the transfer of servicing to any entity approved by Buyer and the Lenderassumption thereof by such entity. Upon any such termination, Seller and Servicer, as applicable, shall comply with the requirements set forth in Section 13(hh) as to the delivery of the Servicing Records and the physical servicing of each Purchased Loan. (b) During the any period the each Borrower Seller or Servicer is servicing the Mortgage any Purchased Loans, (i) such Borrower agrees Seller and Servicer agree that Lender has a first priority perfected security interest in Buyer is the owner of the Servicing Rights and all servicing records, including but not limited to any and all servicing agreements, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records or rights relating to or evidencing the servicing of such Mortgage Loans (the "“Servicing Records"”), and (ii) such Borrower Seller as Servicer grants the Lender Buyer a security interest in all servicing fees and rights relating to the Mortgage Purchased Loans and all Servicing Records to secure the obligation of such Borrower Seller, Servicer or its designee any Subservicer to service in conformity with this Section 43 and any other obligation of Seller and/or Servicer to Buyer. At all times during the term of this Agreement, Servicer covenants to hold such Borrower Servicing Records in trust for Buyer and to the Lender. The Borrowers covenant safeguard, or cause each Subservicer to safeguard safeguard, such Servicing Records and to deliver them, or cause any such Subservicer to deliver them to the extent permitted under the related Servicing Agreement promptly to the Lender Buyer or its designee (including the Custodian) at the Lender's requestBuyer’s request or otherwise as required by operation of Section 13(hh) hereof. It is understood and agreed by the parties that prior to an Event of Default, the Borrowers shall Servicer may retain the servicing fees with respect to the Mortgage Purchased Loans. (c) If the Mortgage Loans are any Loan that is proposed to be sold on a Purchase Date is serviced by a servicer other than Seller or Servicer (including any other third party servicer interim servicer) (such third party servicer, the "a “Subservicer"”), or if the applicable Borrower servicing of any Purchased Loan is to be transferred to a Subservicer, Seller shall provide a copy of the related servicing agreement with a properly executed and an Instruction Letter executed by such Subservicer (collectively, the “Servicing Agreement”) to the Lender Buyer at least three (3) Business Days prior to the applicable Funding such Purchase Date or the date on which the Subservicer shall begin subservicing the Mortgage Loanstransfer date, as applicable, which Servicing Agreement shall be in the form and substance acceptable to Lender (the "Servicing Agreement") and Buyer. In addition, Seller shall have obtained the prior written consent of the Lender Buyer for such Subservicer to subservice the Mortgage Loans. Initially, the Subservicer shall be Aames Funding. (d) The Borrowers agree that In addition to the rights provided in Section 43(a), Buyer shall have the right, exercisable at any time in its sole discretion, upon the occurrence of an Event of Defaultwritten notice, the Lender may to terminate the Borrowers in their capacity Seller, Servicer or any Subservicers as servicer or subservicer, respectively, and terminate any related Servicing Agreement. With respect to any Servicing Agreement and Rights, any such termination shall be effective as of the date that occurs thirty (30) days after the last Purchase Date. Upon the effectiveness of any such termination, Servicer shall transfer or shall cause Subservicer to transfer such servicing with respect to the Lender such Purchased Loans to Buyer or its designee, at no cost or expense to the LenderBuyer. In additionSeller and Servicer, each Borrower shall provide to the Lender an Instruction Letter from such Borrower to the effect that upon the occurrence of an Event of Defaultas applicable, the Lender may terminate any Subservicer or Servicing Agreement and direct that collections with respect to the Mortgage Loans be remitted in accordance with the Lender's instructions. The Borrowers agree to cooperate with the Lender Buyer in connection with the transfer of servicing. (e) After Buyer shall have the Funding Date, until right in its sole discretion to appoint a third party to perform due diligence with respect to Servicer’s servicing facilities at any time. Servicer shall cooperate with Buyer and/or its designees to provide access to Servicer’s servicing facilities including without limitation its books and records with respect to Servicer’s servicing portfolio and the pledge of any Mortgage Loan is relinquished by the Custodian, the Borrowers will have no right to modify or alter the terms of the Mortgage Loan or consent Purchased Loans. In addition to the modification or alteration of the terms of any Mortgage Loanforegoing, and the Borrowers will have no obligation or right to repossess any Mortgage Loan or substitute another Mortgage Loan, except as provided in any Custodial Agreement. (f) The Borrowers Servicer shall permit the Lender Buyer to inspect upon reasonable prior written notice (which shall be no more than five (5) Business Days prior to such date) at a mutually convenient time, the Borrowers' or their Affiliate's Servicer’s servicing facilities, as the case may be, for the purpose of satisfying the Lender Buyer that the Borrowers or their Affiliate, as the case may be, Servicer has the ability to service the Mortgage Loans as provided in this Warehouse Agreement and in any Servicing Agreement. In addition, with respect to any Subservicer which is not an Affiliate of either BorrowerServicer, the applicable Borrower Servicer shall use its best efforts to enable the Lender Buyer to inspect the servicing facilities of such SubservicerSubservicer and to cause such Subservicer to cooperate with Buyer and/or its designees in connection with any due diligence performed by Buyer and/or such designees in accordance with this Section 43(e). Seller and Buyer further agree that all reasonable out-of-pocket costs and expenses incurred by Buyer in connection with any due diligence or inspection performed pursuant to this Section 43(e) shall be paid by Buyer.

Servicing. (a) The Borrowers Seller and Servicer covenant to maintain or cause the servicing of the Mortgage Purchased Loans to be maintained in conformity with Accepted Servicing PracticesPractices and pursuant to the related underlying Servicing Agreement. In the event that the preceding language is interpreted as constituting one or more servicing contracts, each such servicing contract shall terminate automatically upon the earliest of (i) the termination thereof by Buyer pursuant to subsection (d) below, (ii) thirty (30) days after the last Purchase Date of such Purchased Loan, (iii) a Default or an Event of Default, or (iiiv) the date on which all the Secured Obligations have been paid in full, or (iiiv) the transfer of servicing to any entity approved by Buyer and the Lenderassumption thereof by such entity. Upon any such termination, Seller and Servicer, as applicable, shall comply with the requirements set forth in Section 13(hh) as to the delivery of the Servicing Records and the physical servicing of each Purchased Loan. (b) During the any period the each Borrower Seller or Servicer is servicing the Mortgage any Purchased Loans, (i) such Borrower agrees Seller and Servicer agree that Lender has a first priority perfected security interest in Buyer is the owner of the Servicing Rights and all servicing records, including but not limited to any and all servicing agreements, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records or rights relating to or evidencing the servicing of such Mortgage Loans (the "“Servicing Records"”), and (ii) such Borrower Servicer grants the Lender Buyer a security interest in all servicing fees and rights relating to the Mortgage Purchased Loans and all Servicing Records to secure the obligation of such Borrower Seller, Servicer or its designee any Subservicer to service in conformity with this Section 43 and any other obligation of Seller and/or Servicer to Buyer. At all times during the term of this Agreement, Servicer covenants to hold such Borrower Servicing Records in trust for Buyer and to the Lender. The Borrowers covenant safeguard, or cause each Subservicer to safeguard safeguard, such Servicing Records and to deliver them, or cause any such Subservicer to deliver them to the extent permitted under the related Servicing Agreement promptly to the Lender Buyer or its designee (including the Custodian) at the Lender's requestBuyer’s request or otherwise as required by operation of Section 13(hh) hereof. It is understood and agreed by the parties that prior to an Event of Default, the Borrowers shall Servicer may retain the servicing fees with respect to the Mortgage Purchased Loans. (c) If the Mortgage Loans are any Loan that is proposed to be sold on a Purchase Date is serviced by a servicer other than Seller or Servicer (including any other third party servicer interim servicer) (such third party servicer, the "a “Subservicer"”), or if the applicable Borrower servicing of any Purchased Loan is to be transferred to a Subservicer, Seller shall provide a copy of the related servicing agreement with a properly executed and an Instruction Letter executed by such Subservicer (collectively, the “Servicing Agreement”) to the Lender Buyer at least three (3) Business Days prior to the applicable Funding such Purchase Date or the date on which the Subservicer shall begin subservicing the Mortgage Loanstransfer date, as applicable, which Servicing Agreement shall be in the form and substance acceptable to Lender (the "Servicing Agreement") and Buyer. In addition, Seller shall have obtained the prior written consent of the Lender Buyer for such Subservicer to subservice the Mortgage Loans. Initially, the Subservicer shall be Aames Funding. (d) The Borrowers agree that In addition to the rights provided in Section 43(a), Buyer shall have the right, exercisable at any time in its sole discretion, upon the occurrence of an Event of Defaultwritten notice, the Lender may to terminate the Borrowers in their capacity Seller, Servicer or any Subservicers as servicer or subservicer, respectively, and terminate any related Servicing Agreement. With respect to any Servicing Agreement and Rights, any such termination shall be effective as of the date that occurs thirty (30) days after the last Purchase Date. Upon the effectiveness of any such termination, Servicer shall transfer or shall cause Subservicer to transfer such servicing with respect to the Lender such Purchased Loans to Buyer or its designee, at no cost or expense to the LenderBuyer. In additionSeller and Servicer, each Borrower shall provide to the Lender an Instruction Letter from such Borrower to the effect that upon the occurrence of an Event of Defaultas applicable, the Lender may terminate any Subservicer or Servicing Agreement and direct that collections with respect to the Mortgage Loans be remitted in accordance with the Lender's instructions. The Borrowers agree to cooperate with the Lender Buyer in connection with the transfer of servicing. (e) After Buyer shall have the Funding Date, until right in its sole discretion to appoint a third party to perform due diligence with respect to Servicer’s servicing facilities at any time. Servicer shall cooperate with Buyer and/or its designees to provide access to Servicer’s servicing facilities including without limitation its books and records with respect to Servicer’s servicing portfolio and the pledge of any Mortgage Loan is relinquished by the Custodian, the Borrowers will have no right to modify or alter the terms of the Mortgage Loan or consent Purchased Loans. In addition to the modification or alteration of the terms of any Mortgage Loanforegoing, and the Borrowers will have no obligation or right to repossess any Mortgage Loan or substitute another Mortgage Loan, except as provided in any Custodial Agreement. (f) The Borrowers Servicer shall permit the Lender Buyer to inspect upon reasonable prior written notice (which shall be no more than five (5) Business Days prior to such date) at a mutually convenient time, the Borrowers' or their Affiliate's Servicer’s servicing facilities, as the case may be, for the purpose of satisfying the Lender Buyer that the Borrowers or their Affiliate, as the case may be, Servicer has the ability to service the Mortgage Loans as provided in this Warehouse Agreement and in any Servicing Agreement. In addition, with respect to any Subservicer which is not an Affiliate of either BorrowerServicer, the applicable Borrower Servicer shall use its best efforts to enable the Lender Buyer to inspect the servicing facilities of such SubservicerSubservicer and to cause such Subservicer to cooperate with Buyer and/or its designees in connection with any due diligence performed by Buyer and/or such designees in accordance with this Section 43(e). Seller and Buyer further agree that all reasonable out-of-pocket costs and expenses incurred by Buyer in connection with any due diligence or inspection performed pursuant to this Section 43(e) shall be paid by Buyer.

Servicing. (a) The Borrowers covenant Seller covenants to maintain or cause the servicing of the Mortgage Loans to be maintained in conformity with Accepted Servicing PracticesPractices and pursuant to the related Servicing Agreement. In the event that the preceding language is interpreted as constituting one or more servicing contracts, each such servicing contract shall terminate automatically upon the earliest of (i) the termination thereof by Buyer pursuant to subsection (d) below, (ii) thirty (30) days after the last Purchase Date related to the applicable Certificates, (iii) a Default or an Event of Default, or (iiiv) the date on which all the Secured Obligations have been paid in full, or (iiiv) the transfer of servicing to any entity approved by Buyer and the Lenderassumption thereof by such entity. Upon any such termination, Sellers shall comply with the requirements set forth in Section 13(ee) as to the delivery of the Servicing Records and the physical servicing of each Loan. (b) During the period the each Borrower is servicing the Mortgage With respect to all Loans, (i) such Borrower agrees Sellers agree that Lender has a first priority perfected security interest in Buyer or the Trust, as applicable, is the owner of the Servicing Rights and all servicing recordsrecords with respect to the related Loans, including but not limited to any and all servicing agreements, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records or rights relating to or evidencing the servicing of such Mortgage Loans (the "“Servicing Records"”). At all times during the term of this Agreement, and (ii) Sellers covenant to hold or cause the Servicer to hold such Borrower grants the Lender a security interest in all servicing fees and rights relating to the Mortgage Loans and all Servicing Records in trust for Buyer and to secure the obligation of such Borrower safeguard, or its designee cause each Subservicer to service in conformity with this Section and any other obligation of such Borrower to the Lender. The Borrowers covenant to safeguard safeguard, such Servicing Records and to deliver them, or cause any such Subservicer to deliver them to the extent permitted under the related Servicing Agreement promptly to the Lender Buyer or its designee (including the Custodian) at the Lender's requestBuyer’s request or otherwise as required by operation of Section 13(ee) hereof. It is understood and agreed by the parties that prior to an Event of Default, the Borrowers applicable Servicer shall retain the servicing fees with respect to the Mortgage Loans. (c) If the Mortgage Loans are serviced by any other third party servicer (such third party servicer, the "Subservicer"), the applicable Borrower shall provide a copy of the related servicing agreement with a properly executed Instruction Letter to the Lender at least three (3) Business Days prior to the applicable Funding Date or the date on which the Subservicer shall begin subservicing the Mortgage Loans, which shall be in the form and substance acceptable to Lender (the "Servicing Agreement") and shall have obtained the written consent of the Lender for such Subservicer to subservice the Mortgage Loans. Initially, the Subservicer shall be Aames Funding. (d) The Borrowers agree that upon the occurrence of an Event of Default, the Lender may terminate the Borrowers in their capacity as servicer and terminate any Servicing Agreement and transfer such servicing to the Lender or its designee, at no cost or expense to the Lender. In addition, each Borrower shall provide to the Lender an Instruction Letter from such Borrower to the effect that upon the occurrence of an Event of Default, the Lender may terminate any Subservicer or Servicing Agreement and direct that collections with respect to the Mortgage Loans be remitted in accordance with the Lender's instructions. The Borrowers agree to cooperate with the Lender in connection with the transfer of servicing. (e) After the Funding Date, until the pledge of any Mortgage Loan is relinquished by the Custodian, the Borrowers will have no right to modify or alter the terms of the Mortgage Loan or consent to the modification or alteration of the terms of any Mortgage Loan, and the Borrowers will have no obligation or right to repossess any Mortgage Loan or substitute another Mortgage Loan, except as provided in any Custodial Agreement. (f) The Borrowers shall permit the Lender to inspect upon reasonable prior written notice (which shall be no more than five (5) Business Days prior to such date) at a mutually convenient time, the Borrowers' or their Affiliate's servicing facilities, as the case may be, for the purpose of satisfying the Lender that the Borrowers or their Affiliate, as the case may be, has the ability to service the Mortgage Loans as provided in this Warehouse Agreement. In addition, with respect to any Subservicer which is not an Affiliate of either Borrower, the applicable Borrower shall use its best efforts to enable the Lender to inspect the servicing facilities of such Subservicer.

Servicing. (a) The Borrowers covenant Seller covenants to maintain or cause the servicing of the Mortgage Purchased Loans to be maintained in conformity with Accepted Servicing Practices. In the event that the preceding language is interpreted as constituting one or more servicing contracts, each such servicing contract shall terminate automatically upon the earliest of (i) an Event of Default, or (ii) thirty (30) days after the last Purchase Date of such Purchased Loan, (iii) the date on which all the Secured Repurchase Obligations have been paid in full, full or (iiiiv) the transfer of servicing to any entity approved by the LenderSeller. Upon any such termination, Seller shall comply with the requirements set forth in Section 7.31 as to the delivery of the Servicing Records and the physical servicing of each Purchased Loan. (b) During the period the each Borrower Seller or Servicer is servicing the Mortgage Purchased Loans, (i) such Borrower the Seller agrees that Lender has a first priority perfected security interest in the Buyer is the owner of the Servicing Rights and all servicing records, including but not limited to any and all servicing agreements, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records or rights relating to or evidencing the servicing of such Mortgage Loans (the "“Servicing Records"”), and (ii) such Borrower the Seller grants the Lender Buyer a security interest in all servicing fees and rights relating to the Mortgage Purchased Loans and all Servicing Records to secure the obligation of such Borrower the Seller or its designee to service in conformity with this Section 13.22 and any other obligation of such Borrower the Seller to the LenderBuyer. The Borrowers covenant At all times during the term of this Repurchase Agreement, the Seller covenants to safeguard hold such Servicing Records in trust for the Buyer and to safeguard, or cause each Servicer to safeguard, such Servicing Records and to deliver them, or cause any such Servicer to deliver them to the extent permitted under the related Servicing Agreement promptly to the Lender Buyer or its designee (including the Custodian) at the Lender's requestBuyer’s request or otherwise as required by operation of Section 7.31 hereof. It is understood and agreed by the parties that prior to an Event of Default, the Borrowers Seller, as servicer shall retain the servicing fees with respect to the Mortgage Purchased Loans. (c) If the Mortgage Purchased Loans are are, at any time during the term of this Repurchase Agreement, serviced by any other PennyMac Loan Services, LLC or a third party servicer (PennyMac Loan Services, LLC or such third party servicer, the "Subservicer"“Servicer”), the applicable Borrower such Servicer must be acceptable to RHS, ▇▇▇▇▇▇ Mae, ▇▇▇▇▇▇▇ Mac, FHA or VA, as applicable, and each Seller (i) shall provide a copy of the related servicing agreement with a properly executed Instruction Letter to the Lender at least three (3) Business Days prior to the applicable Funding Date or the date on which the Subservicer shall begin subservicing the Mortgage LoansBuyer, which shall be in the form and substance acceptable to Lender the Buyer (the "“Servicing Agreement"”), and (ii) shall provide a Servicer Notice and Agreement to the Servicer substantially in the form of Exhibit G hereto (a “Servicer Notice and Agreement”) and shall have obtained cause the written consent Servicer to acknowledge and agree to the same. Any successor or assignee of a Servicer shall be approved in writing by the Lender for Buyer and shall acknowledge and agree to a Servicer Notice and Agreement prior to such Subservicer successor’s assumption of servicing obligations with respect to subservice the Mortgage Loans. InitiallyAny transfer of servicing of Mortgage Loans to any Servicer in accordance with this Section 13.22(c), shall be subject to the Buyer’s ownership and security interest in the Servicing Rights, (including, without limitation, the Subservicer security interest created under Section 4.01(b)), the Buyer’s security interest in any payments received or to be received by the Seller in connection with such transfer or to any payments of any kind with respect to the Mortgage Loans being serviced by the Servicer and such transfer shall be Aames Fundingsubject to the Buyer’s right to terminate the Servicing Agreement with such transferee and to cause such transferee to transfer the servicing rights to the Buyer’s designee, in each case as more particularly set forth in this Section 13.22(c). (d) The Borrowers agree that upon If the occurrence Servicer of the Purchased Loans is the Seller or the Servicer is an Event Affiliate of Defaultthe Seller, the Lender may terminate the Borrowers in their capacity as servicer and terminate any Servicing Agreement and transfer such servicing to the Lender or its designee, at no cost or expense to the Lender. In addition, each Borrower Seller shall provide to the Lender an Instruction Letter Buyer a letter from such Borrower the Seller or the Servicer, as the case may be, to the effect that upon the occurrence of an Event of Default, the Lender Buyer may terminate any Subservicer or Servicing Agreement and direct in any event transfer servicing to the Buyer’s designee, at no cost or expense to the Buyer, it being agreed that collections the Seller will pay any and all fees required to terminate the Servicing Agreement and to effectuate the transfer of servicing to the designee of the Buyer. (e) In addition to the rights provided in Section 13.22(a), the Buyer shall have the right, exercisable at any time in its sole discretion, upon written notice, to terminate the Seller or any Servicers as servicer, respectively, of any Purchased Loans and any related Servicing Agreement. Upon any such termination, the Seller shall transfer or shall cause Servicer to transfer such servicing with respect to such Purchased Loans to the Mortgage Loans be remitted in accordance with Buyer or its designee, at no cost or expense to the Lender's instructionsBuyer. The Borrowers agree Seller agrees to cooperate with the Lender Buyer in connection with the transfer of servicing. (ef) After the Funding DatePurchase Date for any Purchased Loan, until such Purchased Loan is repurchased by the pledge of any Mortgage Loan Seller and possession thereof is relinquished by the Custodian, the Borrowers Seller will have no right to modify or alter the terms of the Mortgage such Purchased Loan or consent to the modification or alteration of the terms of any Mortgage Loan, and the Borrowers Seller will have no obligation or right to repossess any Mortgage such Purchased Loan or substitute another Mortgage Purchased Loan, except as provided in any the Custodial Agreement. (fg) The Borrowers In the event the Seller or its Affiliate is servicing the Purchased Loans, the Seller shall permit the Lender Buyer from time to time to inspect upon reasonable prior written notice (which shall be no more than five (5) Business Days prior to such date) at a mutually convenient time, the Borrowers' Seller’s or their its Affiliate's ’s servicing facilities, as the case may be, for the purpose of satisfying the Lender Buyer that the Borrowers Seller or its Affiliate, as the case may be, has the ability to service the Purchased Loans as provided in this Repurchase Agreement; provided that, prior to a Default or Event of Default, such inspection shall be subject to prior reasonable notice and shall be conducted during normal business hours. (h) The Buyer shall have the right in its sole discretion to appoint a third party to perform due diligence with respect to the Seller’s or the Servicer’s servicing facilities at any time. The Seller shall cooperate with the Buyer and/or its designees to provide access to the Seller’s or the Servicer’s servicing facilities including without limitation its books and records with respect to the Seller’s or the Servicer’s servicing portfolio and the Purchased Loans. In addition to the foregoing, the Seller shall permit the Buyer, or cause the Servicer to permit the Buyer, to inspect upon reasonable prior written notice at a mutually convenient time, the Seller’s, the Servicer’s or their Affiliate’s servicing facilities, as the case may be, for the purpose of satisfying the Buyer that the Seller, the Servicer or its Affiliate, as the case may be, has the ability to service the Mortgage Loans as provided in this Warehouse Agreement. In addition, with respect to any Subservicer Servicer which is not an Affiliate of either Borrowerthe Seller, the applicable Borrower Seller shall use its best efforts to enable the Lender Buyer to inspect the servicing facilities of such SubservicerServicer and to cause such Servicer to cooperate with the Buyer and/or its designees in connection with any due diligence performed by the Buyer and/or such designees in accordance with this Section 13.22(h). The Seller and the Buyer further agree that all reasonable out-of-pocket costs and expenses incurred by the Buyer in connection with any due diligence or inspection performed pursuant to this Section 13.22(h) shall be paid by the Buyer.

Servicing. (a) 11.01 The Borrowers covenant to maintain or cause Financed Tax Liens shall be serviced by an Approved Servicer under an Approved Servicing Agreement for the servicing benefit of the Mortgage Loans to be maintained Administrative Agent in conformity accordance with Accepted Servicing Practices. In So long as no Event of Default has occurred and is continuing, Administrative Agent hereby grants Borrower and each Eligible Asset Owner a revocable license to direct the event that Approved Servicer of the preceding language is interpreted as constituting one or more servicing contractsEligible Assets, each such servicing contract shall terminate automatically upon subject however to the earliest terms and conditions of (i) this Agreement. Upon the occurrence and continuance of an Event of DefaultDefault on the part of Borrower, or (ii) the date on which all the Secured Obligations have been paid in full, or (iii) the transfer of servicing to any entity approved by the Lendersuch license shall be deemed immediately and automatically revoked. (b) During the period the each Borrower is servicing the Mortgage Loans, (i) such 11.02 Borrower agrees that Lender has a first priority perfected security interest in Administrative Agent is the owner of all servicing records, including but not limited to any and all servicing agreementsagreements (the “Servicing Agreements”), files, documents, records, data basesdatabases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records or rights relating to or evidencing the servicing of such Mortgage Loans Financed Tax Liens and the Eligible Assets (collectively, the "“Servicing Records"), and (ii”) such so long as the Financed Tax Liens are subject to this Agreement. Borrower grants the Lender Administrative Agent a security interest in its rights with respect to all servicing fees and rights relating to the Mortgage Loans Financed Tax Liens and the Eligible Assets and all Servicing Records to secure the obligation of such Borrower to cause Servicer or its designee to service in conformity with this Section Agreement and any other obligation of such Borrower to Administrative Agent. Borrower covenants to, or to cause the Lender. The Borrowers covenant to related Servicer to, safeguard such Servicing Records and to deliver them promptly to the Lender Administrative Agent or its designee (including the Custodian) at Administrative Agent’s request. 11.03 Borrower shall not enter into, and shall not permit any Eligible Asset Owner to enter into, a Servicing Agreement other than an Approved Servicing Agreement, without the Lender's request. It is understood prior approval of Administrative Agent in its sole discretion. 11.04 Borrower shall cause any Servicer engaged by any Eligible Asset Owner to service the Eligible Assets to execute a letter agreement, substantially in the form attached hereto as Exhibit M acknowledging that the Administrative Agent has been granted a security interest in the Financed Tax Liens under this Agreement and agreed by the parties agreeing that prior to an Event of Default, the Borrowers it shall retain the servicing fees deposit all Income with respect to the Mortgage Loans. Financed Tax Liens into the Collection Account within two (c) If the Mortgage Loans are serviced by any other third party servicer (such third party servicer, the "Subservicer"), the applicable Borrower shall provide a copy of the related servicing agreement with a properly executed Instruction Letter to the Lender at least three (32) Business Days prior to the applicable Funding Date or the date on which the Subservicer shall begin subservicing the Mortgage Loans, which shall be in the form and substance acceptable to Lender (the "Servicing Agreement") and shall have obtained the written consent of the Lender for after such Subservicer to subservice the Mortgage Loans. Initially, the Subservicer shall be Aames FundingServicer’s receipt thereof. (d) The Borrowers agree that upon 11.05 Upon the occurrence and during the continuance of an Event of Default, Administrative Agent may, in its sole discretion, and in addition to all other rights and remedies set forth in this Agreement, (i) sell its right to the Lender may Financed Tax Liens and the Eligible Assets on a servicing released basis and/or (ii) terminate the Borrowers Servicer of the Financed Tax Liens and the Eligible Assets with or without cause, in their capacity as servicer and terminate each case without payment of any Servicing Agreement and transfer such servicing termination fee (but subject always to the Lender or its designee, at no cost or expense to terms of the Lender. In addition, each Borrower shall provide to the Lender an Instruction Letter from such Borrower to the effect that upon applicable Servicing Agreement). 11.06 Upon the occurrence and during the continuance of an a Servicer Event of Default, Borrower and each Eligible Asset Owner (in each case as applicable) shall have the Lender may terminate any Subservicer or Servicing Agreement and direct that collections with respect to the Mortgage Loans be remitted in accordance with the Lender's instructions. The Borrowers agree to cooperate with the Lender in connection with the transfer of servicing. (e) After the Funding Date, until the pledge of any Mortgage Loan is relinquished by the Custodian, the Borrowers will have no right to modify or alter the terms of the Mortgage Loan or consent to the modification or alteration of the terms of (i) exercise any Mortgage Loan, and the Borrowers will have no obligation or right to repossess any Mortgage Loan or substitute another Mortgage Loan, except as all rights and remedies provided in any Custodial the related Servicing Agreement. ; (fii) The Borrowers shall permit the Lender to inspect upon reasonable prior written notice designate another successor Servicer within fifteen (which shall be no more than five (515) Business Days prior after the occurrence of such Servicer Event of Default, provided that such Servicer is reasonably acceptable to Administrative Agent (such approval not to be unreasonably withheld, conditioned or delayed); provided further that Administrative Agent, in its sole and absolute discretion, may decide to become the designated successor Servicer if no other successor Servicer is designated within such 15 day period for a period of time until a successor Approved Servicer is designated; (iii) negotiate and execute a definitive Servicing Agreement with such successor Servicer, provided such Servicer is reasonably acceptable to Administrative Agent (such approval not to be unreasonably withheld, conditioned or delayed), as soon as is practicable after identifying such successor Servicer, provided however that such Servicing Agreement shall be on substantially similar terms and conditions as the Approved Servicing Agreement with the defaulting Servicer, with such modifications as are reasonably acceptable to Administrative Agent; and (iv) transfer servicing to such date) at a mutually convenient time, the Borrowers' or their Affiliate's servicing facilities, successor Servicer as the case may be, for the purpose of satisfying the Lender that the Borrowers or their Affiliate, soon as the case may be, has the ability to service the Mortgage Loans as provided in this Warehouse Agreementis practicable and legally permissible after identifying such successor Servicer. In additionthe event that ▇▇▇▇▇▇▇▇ does not identify a successor Servicer within such period, with respect to any Subservicer which or servicing is not an Affiliate transferred within sixty (60) days of either the related Servicer Event of Default, then (i) a Cash Sweep Period will be deemed to have occurred until a successor Approved Servicer is designated, and (ii) Administrative Agent shall have the right to terminate the Servicer and appoint a successor Servicer at Borrower, the applicable Borrower shall use its best efforts to enable the Lender to inspect the servicing facilities of such Subservicer’s sole cost and expense.

Servicing. (a) The Borrowers covenant Each Borrower covenants to maintain or cause the servicing of the Mortgage Loans to be maintained in conformity with Accepted Servicing PracticesPractices in the industry for the same type of mortgage loans as the Mortgage Loans and in a manner at least equal in quality to the servicing each Borrower provides for mortgage loans which it owns. In the event that the preceding language is interpreted as constituting one or more servicing contracts, each such servicing contract shall terminate automatically upon the earliest of (i) an Event of Default, or (ii) the date on which all the Secured Obligations have been paid in full, full or (iii) the transfer of servicing to any entity approved by the LenderBorrowers. (b) During the period the each Borrower is servicing If the Mortgage LoansLoans are serviced by a Borrower, (i) such Borrower agrees that the Lender has a first priority perfected security interest in is the collateral assignee of all servicing records, including but not limited to any and all servicing agreements, files, documents, records, data bases, computer tapesfiles, copies of computer tapesfiles, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records or rights relating to or evidencing the servicing of such Mortgage Loans (the "“Servicing Records"”), and (ii) such Borrower grants the Lender a security interest in all servicing fees and rights relating to the Mortgage Loans and all Servicing Records to secure the obligation of such each Borrower or its designee to service in conformity with this Section and any other obligation of such Borrower the Borrowers to the Lender. The Borrowers covenant covenants to safeguard such Servicing Records and to deliver them promptly to the Lender or its designee (including the Custodian) at the Lender's ’s request. It is understood and agreed by the parties that prior to an Event of Default, the Borrowers shall retain the servicing fees with respect to the Mortgage Loans. (c) If the Mortgage Loans are serviced by any other a third party servicer other than Aames Funding Corporation (such third party servicer, the "Subservicer"“Servicer”), the applicable Borrower Borrowers (i) shall provide a copy of the related servicing agreement with a properly executed Instruction Letter to the Lender at least three (3) Business Days prior to the applicable Funding Date or the date on which the Subservicer shall begin subservicing the Mortgage LoansLender, which shall be in the form and substance acceptable to the Lender (the "“Servicing Agreement"”), and (ii) shall provide a Servicer Notice and Agreement to the Servicer substantially in the form of Exhibit G hereto (a “Servicer Notice and Agreement”) and shall have obtained cause the written consent Servicer to acknowledge and agree to the same, and (iii) hereby irrevocably assigns to the Lender and the Lender’s successors and assigns all right, title, interest of the Lender for such Subservicer Borrowers in, to subservice and under, and the benefits of, any Servicing Agreement with respect to the Mortgage Loans. Initially, the Subservicer Any successor or assignee of a Servicer shall be Aames Fundingapproved in writing by the Lender and shall acknowledge and agree to a Servicer Notice and Agreement prior to such successor’s assumption of servicing obligations with respect to the Mortgage Loans. (d) The Borrowers agree that upon If the occurrence Servicer of the Mortgage Loans is a Borrower or the Servicer is an Event Affiliate of Defaulta Borrower, the Lender may terminate the Borrowers in their capacity as servicer and terminate any Servicing Agreement and transfer such servicing to the Lender or its designee, at no cost or expense to the Lender. In addition, each Borrower shall provide to the Lender an Instruction Letter a letter from such Borrower the Borrowers or the Servicer, as the case may be, to the effect that upon the occurrence of an Event of Default, the Lender may terminate any Subservicer or Servicing Agreement and direct that collections with respect in any event transfer servicing to the Mortgage Loans be remitted in accordance with Lender’s designee, at no cost or expense to the Lender's instructions. The , it being agreed that the Borrowers agree will pay any and all fees required to cooperate with terminate the Lender in connection with Servicing Agreement and to effectuate the transfer of servicingservicing to the designee of the Lender. (e) After the Funding Date, until the pledge of any Mortgage Loan is relinquished by the Custodian, the Borrowers will have no right to modify or alter the terms of the such Mortgage Loan or consent to the modification or alteration of the terms of any Mortgage Loan, and the Borrowers will have no obligation or right to repossess any such Mortgage Loan or substitute another Mortgage Loan, except as provided in any the Custodial Agreement. (f) The Borrowers In the event a Borrower or its Affiliate is servicing the Mortgage Loans, such Borrower shall permit the Lender to inspect upon reasonable prior written notice (which shall be no more than five (5) Business Days prior to such date) at a mutually convenient time, the Borrowers' Borrower’s or their its Affiliate's ’s servicing facilities, as the case may be, for the purpose of satisfying the Lender that the Borrowers such Borrower or their its Affiliate, as the case may be, has the ability to service the Mortgage Loans as provided in this Warehouse Loan Agreement. In addition, with respect to any Subservicer which is not an Affiliate of either Borrower, the applicable Borrower shall use its best efforts to enable the Lender to inspect the servicing facilities of such Subservicer.

Servicing. (a) The Borrowers You covenant to maintain or cause the servicing of the Mortgage Loans Collateral to be maintained in conformity with Accepted Servicing Practicesaccepted and prudent servicing practices in the industry for the same type of mortgage loans as the Collateral and in a manner at least equal in quality to the servicing you provide for Collateral which you own. In the event that the preceding language is interpreted as constituting one or more servicing contracts, each such servicing contract shall terminate automatically upon the earliest of (i) an Event of Default, or (ii) the date on which all the Secured Obligations have been paid in full, full or (iii) the transfer of servicing to any entity approved by the Lenderus. (b) During If the period the each Borrower Collateral is servicing the Mortgage Loansserviced by you, (i) such Borrower agrees you agree that Lender has a first priority perfected security interest in we are the collateral assignee of all servicing records, including but not limited to any and all servicing agreements, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records or rights relating to or evidencing the servicing of such Mortgage Loans Collateral (the "Servicing RecordsSERVICING RECORDS"), and (ii) such Borrower grants the Lender you grant us a security interest in all servicing fees and rights relating to the Mortgage Loans Collateral and all Servicing Records to secure the your obligation of such Borrower or its your designee to service in conformity with this Section and any other obligation of such Borrower your obligations to the Lenderus. The Borrowers You covenant to safeguard such Servicing Records and to deliver them promptly to the Lender us or its our designee (including the Custodian) at our request. (c) The Collateral consisting of Mortgage Loans may be serviced by a third-party servicer (such third-party servicer, the Lender's request. It "SERVICER"), provided that, (i) you provide a copy of the servicing agreement to us, which shall be in form and substance acceptable to us (the "SERVICING AGREEMENT"); (ii) you hereby irrevocably assign to us and our successors and assigns all of your right, title, interest in, to and under, and the benefits of, any Servicing Agreement with respect to the Collateral; (iii) such Servicer is understood acceptable to us; (iv) the servicing fee is no greater than 1.00%, per annum, accrued on the outstanding Eligible Mortgage Loan balance; and agreed by the parties that prior to (v) upon an Event of Default, we reserve the Borrowers shall retain sole right to terminate the servicing fees with respect to the Mortgage Loans. (c) If the Mortgage Loans are serviced by any other third party servicer (such third party servicer, the "Subservicer"), the applicable Borrower shall provide Servicer and appoint a copy of the related servicing agreement with a properly executed Instruction Letter to the Lender at least three (3) Business Days prior to the applicable Funding Date or the date on which the Subservicer shall begin subservicing the Mortgage Loans, which shall be in the form and substance acceptable to Lender (the "Servicing Agreement") and shall have obtained the written consent of the Lender for such Subservicer to subservice the Mortgage Loans. Initially, the Subservicer shall be Aames Fundingsuccessor Servicer. (d) The Borrowers agree that upon Upon the occurrence of an Event of Default, the Lender may terminate the Borrowers in their capacity as servicer Default and terminate any Servicing Agreement and transfer such servicing to the Lender or its designeeextent that you have the right to assign a successor servicer under any Pooling and Servicing Agreement, at no cost or expense you hereby grant and assign to the Lender. In addition, each Borrower us such rights. (e) You shall provide to us a letter from you or the Lender an Instruction Letter from such Borrower Servicer, to the effect that upon the occurrence of an Event of Default, the Lender we may terminate any Subservicer or Servicing Agreement and direct transfer servicing to our designee, at no cost or expense to us, it being agreed that collections with respect you will pay any and all fees required to terminate the Mortgage Loans be remitted in accordance with the Lender's instructions. The Borrowers agree Servicing Agreement and to cooperate with the Lender in connection with effectuate the transfer of servicingservicing to our designee. (ef) After the Funding Date, until the pledge of any Mortgage Loan Collateral is relinquished by us or the Custodian, the Borrowers as applicable, you will have no right to modify or alter the terms of the Mortgage Loan or consent to the modification or alteration such item of the terms of any Mortgage Loan, Collateral and the Borrowers you will have no obligation or right to repossess any Mortgage Loan such Collateral or substitute another Mortgage Loanitem of Collateral, except as expressly provided herein or in any the Custodial Agreement. (fg) The Borrowers In the event you or your Affiliate is servicing the Collateral, you shall permit the Lender us to inspect upon reasonable prior written notice (which shall be no more than five (5) Business Days prior to such date) at a mutually convenient time, the Borrowers' you or their your Affiliate's servicing facilities, as the case may be, for the purpose of satisfying the Lender us that the Borrowers you or their your Affiliate, as the case may be, has the ability to service the Mortgage Loans Collateral as provided in this Warehouse Loan and Security Agreement. In addition, . (h) You shall indemnify and hold us harmless from any liability resulting from any failure on your part to comply with respect to any Subservicer which is not an Affiliate of either Borrower, the applicable Borrower shall use its best efforts to enable the Lender to inspect the servicing facilities of such Subserviceryour obligations under this section.

Servicing. (a) The Borrowers covenant Notwithstanding anything to maintain the contrary contained herein or cause in any other Transaction Document, this Article shall apply to the servicing of all HCRE Loans. (b) The servicing, administering and collection of the Mortgage HCRE Loans hereunder and under the Servicing Contract shall be conducted by the Person so designated from time to be maintained time as Servicer in conformity accordance with Accepted Servicing Practicesthis Section 11.1. In Each of the event that Borrower, the preceding language is interpreted Administrative Agent and the Lenders hereby appoints as constituting one or more servicing contractsits agent the Servicer, from time to time designated pursuant to this Section, to enforce its respective rights and interests in and under the HCRE Loans. To the extent permitted by Applicable Law, each of the Borrower and the Initial Servicer (to the extent not then acting as Servicer hereunder) hereby grants to any Servicer appointed hereunder an irrevocable power of attorney to take any and all steps as necessary or desirable, in the reasonable determination of the Servicer, to collect all amounts due under any and all HCRE Loans, including endorsing the Borrower’s and/or the Initial Servicer’s name on checks and other instruments representing Collections and enforcing such servicing contract shall terminate automatically upon HCRE Loans and to take all such other actions set forth in this Article XI. Until the earliest Administrative Agent gives notice to the Servicer (in accordance with this Section 11.1(b)) of the designation of a new Servicer, the Initial Servicer is hereby designated as, hereby agrees to perform the duties and obligations of, the Servicer pursuant to the terms hereof and makes as to itself for the benefit of the Administrative Agent and the Lenders each of the representations and warranties set forth, and on the dates specified, in Article IV and Article V hereof mutatis mutandis. Upon either (i) an Event of Default, prior written notice to the Initial Servicer or (ii) the date on which all the Secured Obligations have been paid in full, occurrence of a Servicer Removal Event or (iii) the transfer of servicing to any entity approved by the Lender. (b) During the period the each Borrower is servicing the Mortgage Loans, (i) such Borrower agrees that Lender has a first priority perfected security interest in all servicing records, including but not limited to any and all servicing agreements, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records or rights relating to or evidencing the servicing of such Mortgage Loans (the "Servicing Records"), and (ii) such Borrower grants the Lender a security interest in all servicing fees and rights relating to the Mortgage Loans and all Servicing Records to secure the obligation of such Borrower or its designee to service in conformity with this Section and any other obligation of such Borrower to the Lender. The Borrowers covenant to safeguard such Servicing Records and to deliver them promptly to the Lender or its designee (including the Custodian) at the Lender's request. It is understood and agreed by the parties that prior to an Event of Default, the Borrowers Administrative Agent may designate as Servicer any Person (including itself) to succeed the Initial Servicer or any successor Servicer, on the condition in each case that any such Person so designated shall retain agree to perform the servicing fees with respect duties and obligations of the Servicer pursuant to the Mortgage Loansterms hereof. (c) If Upon the Mortgage Loans are serviced by any other third party servicer (such third party servicerdesignation of a successor Servicer as set forth above, the "Subservicer"), Initial Servicer agrees that it will terminate its activities as Servicer hereunder and under the applicable Borrower shall provide Servicing Contract in a copy manner which the Administrative Agent determines will facilitate the transition of the related servicing agreement with a properly executed Instruction Letter performance of such activities to the Lender at least three (3) Business Days prior new Servicer, and the Initial Servicer shall cooperate with and assist such new Servicer. Such cooperation shall include access to and transfer of records and use by the applicable Funding Date new Servicer of all records, licenses, hardware or software necessary or desirable to collect the date on which the Subservicer shall begin subservicing the Mortgage HCRE Loans, which shall be in the form and substance acceptable to Lender (the "Servicing Agreement") and shall have obtained the written consent of the Lender for such Subservicer to subservice the Mortgage Loans. Initially, the Subservicer shall be Aames Funding. (d) The Borrowers agree Initial Servicer acknowledges that upon the occurrence of an Event of DefaultBorrower, the Lender may terminate Administrative Agent and the Borrowers Lenders have relied on the Initial Servicer’s agreement to act as Servicer hereunder in making their capacity as servicer decision to execute and terminate any Servicing Agreement and transfer such servicing to the Lender or its designee, at no cost or expense to the Lenderdeliver this Agreement. In addition, each Borrower shall provide to the Lender an Instruction Letter from such Borrower to the effect that upon the occurrence of an Event of DefaultAccordingly, the Lender may terminate any Subservicer or Servicing Agreement and direct Initial Servicer agrees that collections with respect to the Mortgage Loans be remitted in accordance with the Lender's instructions. The Borrowers agree to cooperate with the Lender in connection with the transfer of servicingit will not voluntarily resign as Servicer. (e) After The Servicer may not delegate any of its rights, duties or obligations hereunder, or designate a substitute Servicer, without the Funding Date, until prior written consent of the pledge of any Mortgage Loan is relinquished by the CustodianAdministrative Agent; provided that, the Borrowers will have no right Servicer shall continue to modify or alter remain solely liable for the terms performance of the Mortgage Loan or consent to the modification or alteration of the terms of duties as Servicer hereunder notwithstanding any Mortgage Loan, and the Borrowers will have no obligation or right to repossess any Mortgage Loan or substitute another Mortgage Loan, except as provided in any Custodial Agreementsuch delegation hereunder. (f) Servicer shall service the HCRE Loans on behalf of Borrower pursuant to the terms of this Agreement and the Servicing Contract. The Borrowers Servicing Contract shall permit contain provisions which are consistent with this Article XI and must otherwise be in form and substance satisfactory to Administrative Agent. (g) Notwithstanding anything to the Lender contrary contained herein or in any other Transaction Document, the only amount payable to inspect upon reasonable prior written notice (Servicer as compensation for its role as servicer or otherwise shall be the Servicing Fee and reimbursement for Servicing Expenses, each of which shall be no more than five (5) Business Days prior to such date) at a mutually convenient time, payable solely in accordance with this Agreement and the Borrowers' or their Affiliate's servicing facilities, as the case may be, Servicing Contract. The Servicer shall be solely responsible for the purpose payment, from Servicer’s own funds, of satisfying all other fees and expenses, which shall not be payable under this Agreement or the Lender that the Borrowers or their Affiliate, as the case may be, has the ability to service the Mortgage Loans as provided in this Warehouse Agreement. In addition, with respect to any Subservicer which is not an Affiliate of either Borrower, the applicable Borrower shall use its best efforts to enable the Lender to inspect the servicing facilities of such Subservicerother Transaction Documents.

Servicing. (a) The Borrowers covenant Seller and Buyer agree that Buyer is the owner of all Servicing Rights with respect to maintain or cause the servicing Purchased Assets. Servicer shall service the Purchased Assets for the benefit of the Mortgage Loans to be maintained Buyer and its assigns in conformity accordance with Accepted Servicing Practices. In Buyer shall have the event that right to hire or otherwise engage any Person to service or sub-service all or part of the preceding language is interpreted Purchased Assets. Contemporaneously with the execution of this Agreement on the Closing Date, Buyer and Seller will enter into, and cause Servicer to enter into the Servicing Agreement pursuant to which Servicer will act as constituting one or more servicing contracts, each the Servicer thereunder and acknowledge Buyer’s interest in the related Purchased Assets and its rights to sell such servicing contract shall Purchased Assets on a servicing-released basis and to terminate automatically the term of such Servicer with respect to any Purchased Assets sold by Buyer upon the earliest occurrence and during the continuance of (i) an Event of Default, or (ii) the date on which all the Secured Obligations have been paid in full, or (iii) the transfer of servicing to any entity approved by the Lender. (b) During the period the each Borrower is servicing the Mortgage Loans, (i) such Borrower Seller agrees that Lender has a first priority perfected security interest in Buyer is the owner of all servicing records, including but not limited to the Servicing Agreement any and all other servicing agreements, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records or rights relating to or evidencing the servicing of such Mortgage Loans Purchased Assets (collectively, the "“Servicing Records"), and (ii”) such Borrower grants so long as the Lender a security interest in all servicing fees and rights relating Purchased Assets are subject to the Mortgage Loans and all Servicing Records to secure the obligation of such Borrower or its designee to service in conformity with this Section and any other obligation of such Borrower to the LenderAgreement. The Borrowers covenant Seller covenants to safeguard such Servicing Records (if any are in Seller’s possession) and to deliver them promptly to the Lender Buyer or its designee (including the Custodian) at the Lender's Buyer’s request. It is understood and agreed by the parties that prior to an Event of Default, the Borrowers shall retain the servicing fees with respect to the Mortgage Loans. (c) If the Mortgage Loans are serviced by any other third party servicer (such third party servicer, the "Subservicer"), the applicable Borrower Seller shall provide a copy of the related servicing agreement with a properly executed Instruction Letter to the Lender at least three (3) Business Days prior to the applicable Funding Date or the date on which the Subservicer shall begin subservicing the Mortgage Loans, which shall be in the form and substance acceptable to Lender (the "Servicing Agreement") not and shall have obtained not direct Servicer to (i) make any Significant Purchased Asset Modification without the prior written consent of Buyer, which consent is in Buyer’s commercially reasonable discretion in the Lender for case of clause (A) of the definition of Significant Purchased Asset Modification, and in Buyer’s sole and absolute discretion in the case of clause (B) of the definition of Significant Purchased Asset Modification, or (ii) take any action which would result in a violation of the obligations of any Person under the Servicing Agreement, this Agreement or any other Transaction Document, or which would otherwise be inconsistent with the rights of Buyer under the Transaction Documents. Buyer, as owner of the Purchased Assets, shall own all related servicing and voting rights and, as owner, shall appoint the servicer with respect to the Purchased Assets; provided, that (x) Buyer hereby grants Seller an interim license to direct Servicer pursuant to the Servicing Agreement, so long as no Event of Default has occurred and is continuing; provided, however, that Seller shall not give any direction or take any action or fail to take any action that could materially adversely affect the value or collectability of any amounts due with respect to the Purchased Assets without the consent of Buyer, such Subservicer consent to subservice be given or withheld by Buyer in its sole discretion and (y) so long as no Event of Default has occurred and is continuing, Buyer shall at any time and from time to time upon written direction of Seller, terminate the Mortgage LoansServicing Agreement, appoint a successor Servicer selected by Seller consistent with the definition of “Servicer” in accordance with the time periods and applicable provisions thereof and enter into a replacement Servicing Agreement with Seller and such successor Servicer. Initially, the Subservicer shall be Aames FundingSuch revocable option is not evidence of any ownership or other interest or right of Seller in any Purchased Asset. (d) The Borrowers agree that upon Upon the occurrence and during the continuance of an Event of Default, Buyer may, in its sole discretion, (i) subject to Section 14 hereof sell its rights to the Lender Purchased Assets on a servicing-released basis and/or (ii) terminate any Servicer or any sub-servicer of the Purchased Assets with or without cause, in each case without payment of any termination fee. Seller shall cause Servicer to cooperate with Buyer in effecting such termination and transferring all authority to service such Purchased Asset to the successor servicer, including requiring Servicer to (i) promptly transfer all data in its possession relating to the Purchased Assets to the successor servicer in such electronic format as the successor servicer may terminate reasonably request, (ii) promptly transfer to the Borrowers successor servicer, Buyer or Buyer’s designee, the Purchased Asset File and all other files, records, correspondence and documents in their capacity its possession relating to the Purchased Assets and (iii) use commercially reasonable efforts to cooperate and coordinate with the successor servicer and/or Buyer to comply with any applicable so-called “goodbye” letter requirements or other applicable requirements of the Real Estate Settlement Procedures Act or other applicable legal or regulatory requirement associated with the transfer of the servicing of the applicable Purchased Assets. Seller agrees that if Seller or any Servicer fails to cooperate with Buyer or any successor servicer in effecting the termination of such Servicer as servicer and terminate of any Servicing Agreement and Purchased Asset or the transfer of all authority to service such servicing Purchased Asset to the Lender or its designee, at no cost or expense to the Lender. In addition, each Borrower shall provide to the Lender an Instruction Letter from such Borrower to the effect that upon the occurrence of an Event of Default, the Lender may terminate any Subservicer or Servicing Agreement and direct that collections with respect to the Mortgage Loans be remitted successor servicer in accordance with the Lender's instructions. The Borrowers agree terms hereof and the Servicing Agreement, Buyer will be irreparably harmed and entitled to cooperate with the Lender in connection with the transfer of servicinginjunctive relief. (e) After the Funding Date, until the pledge If Servicer is an Affiliate of any Mortgage Loan is relinquished by the CustodianSeller or Guarantor, the Borrowers will have no right payment of servicing fees shall be subordinate to modify or alter the terms payment of the Mortgage Loan or consent to the modification or alteration of the terms of amounts outstanding under any Mortgage Loan, Transaction and the Borrowers will have no obligation or right to repossess any Mortgage Loan or substitute another Mortgage Loan, except as provided in any Custodial this Agreement. (f) The Borrowers Unless otherwise consented to in writing by Buyer, in its sole and absolute discretion, any Servicing Agreement will provide that such Servicing Agreement shall permit be automatically terminated on the Lender to inspect 30th day following the date of such Servicing Agreement; provided that, upon reasonable prior written notice (which shall be no more than five (5) Business Days prior to such date) at a mutually convenient timeof the Buyer, the Borrowers' or their Affiliate's servicing facilities, as the case may be, for the purpose of satisfying the Lender that the Borrowers or their Affiliate, as the case may be, has the ability to service the Mortgage Loans as provided in this Warehouse Agreement. In addition, with respect to any Subservicer which is not an Affiliate of either Borrower, the applicable Borrower shall use its best efforts to enable the Lender to inspect the servicing facilities then current termination date of such SubservicerServicing Agreement may be extended for one or more additional 30 day periods.

Servicing. (a) The Borrowers covenant Subject to subsection (d) below, Seller covenants to maintain or cause the servicing of the Mortgage Purchased Loans to be maintained in conformity with Accepted Servicing PracticesPractices and pursuant to the related underlying Servicing Agreement, if any. In the event that the preceding language is interpreted as constituting one or more servicing contracts, each such servicing contract shall terminate automatically upon the earliest of (i) the termination thereof by Buyer pursuant to subsection (d) below, (ii) thirty one (31) days after the last Purchase Date of such Purchased Loan, (iii) a Default or an Event of Default, or (iiiv) the date on which all the Secured Obligations have been paid in full, or (iiiv) the transfer of servicing to any entity approved by Buyer (or Agent on behalf of Buyer) and the Lenderassumption thereof by such entity. (b) During the period the each Borrower Seller is servicing the Mortgage LoansPurchased Loans for Buyer, (i) such Borrower Seller agrees that Lender has a first priority perfected security interest in Buyer is the owner of all servicing recordsServicing Records relating to Purchased Loans that have not been repurchased, including but not limited to any and all servicing agreements, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records or rights relating to or evidencing the servicing of such Mortgage Loans (the "“Servicing Records"”), and (ii) such Borrower Seller grants the Lender Buyer a security interest in all servicing fees and rights relating to the Mortgage Purchased Loans that have not been repurchased and all Servicing Records to secure the obligation of such Borrower Seller or its designee to service in conformity with this Section 42 and any other obligation of Seller to Buyer. At all times during the term of this Agreement, Seller covenants to hold such Borrower Servicing Records in trust for Buyer and to the Lender. The Borrowers covenant safeguard, or cause each Subservicer to safeguard safeguard, such Servicing Records and to deliver them, or cause any such Subservicer to deliver them to the extent permitted under the related Servicing Agreement promptly to the Lender Buyer or its designee (including the Custodian) at the Lender's Buyer’s (or Agent’s on behalf of Buyer) reasonable request. It is understood and agreed by the parties that prior to an Event of Default, the Borrowers Seller, as servicer shall retain the servicing fees with respect to the Mortgage Purchased Loans. (c) If the Mortgage Loans are any Loan that is proposed to be sold on a Purchase Date is serviced by any a servicer other third party servicer than Seller (such third party servicer, the "a “Subservicer"”), or if the applicable Borrower servicing of any Purchased Loan is to be transferred to a Subservicer, Seller shall provide a copy of the related servicing agreement with a properly executed and an Instruction Letter executed by such Subservicer (collectively, the “Servicing Agreement”) to the Lender Buyer and Agent at least three one (31) Business Days Day prior to the applicable Funding such Purchase Date or the date on which the Subservicer shall begin subservicing the Mortgage Loanstransfer date, as applicable, which Servicing Agreement shall be in the form and substance reasonably acceptable to Lender (the "Servicing Agreement") Buyer and Agent. In addition, Seller shall have obtained the prior written consent of the Lender Buyer (or Agent on behalf of Buyer) for such Subservicer to subservice the Mortgage Loans, which consent may not unreasonably be withheld or delayed. InitiallyBuyer and Agent shall have the right, the Subservicer shall be Aames Funding. (d) The Borrowers agree that exercisable at any time in its sole discretion, upon the occurrence of an Event of Defaultwritten notice, the Lender may to terminate the Borrowers in their capacity Seller or any Subservicers as servicer or subservicer, respectively, and terminate any related Servicing Agreement and (to the extent permitted therein) with respect to Purchased Loans that have not been repurchased without payment of any penalty or termination fee. Upon any such termination, Seller shall transfer or shall cause Subservicer to transfer such servicing with respect to the Lender such Purchased Loans to Buyer or its designee, appointed by Buyer in its sole discretion, at no cost or expense to the Lender. In addition, each Borrower shall provide to the Lender an Instruction Letter from such Borrower to the effect that upon the occurrence of an Event of Default, the Lender may terminate any Subservicer Buyer or Servicing Agreement and direct that collections with respect to the Mortgage Loans be remitted Agent in accordance with the Lender's instructionsapplicable laws and applicable Agency Guidelines. The Borrowers agree Seller agrees to cooperate with the Lender Buyer and Agent in connection with the transfer of servicing. (ed) After the Funding Purchase Date, until the pledge of any Mortgage Loan is relinquished by the CustodianRepurchase Date, the Borrowers Seller will have no right to modify or alter the terms of the Mortgage Loan or consent to the modification or alteration of the terms of any Mortgage Loan, except as required by law, Agency Guidelines, FHA Regulations, requirements for VA Loans, Rural Housing Service Regulations, Accepted Servicing Practices, any Program Documents or other requirements, and the Borrowers Seller will have no obligation or right to repossess any Mortgage Loan or substitute another Mortgage Loan, except as provided in any Custodial Agreement or any Program Document, including, without limitation, Section 16 of this Agreement. (fe) The Borrowers Seller shall permit the Lender Buyer and Agent to inspect upon reasonable prior written notice (which shall be no more than five (5) Business Days prior to such date) at a mutually convenient time, the Borrowers' or their Affiliate's ▇▇▇▇ ▇▇▇▇▇▇’▇ servicing facilities, as the case may be, for the purpose of satisfying the Lender Buyer and Agent that the Borrowers or their Affiliate, as the case may be, Seller has the ability to service the Mortgage Loans as provided in this Warehouse Agreement. In addition, with respect to any Subservicer which is not an Affiliate of either BorrowerSeller, the applicable Borrower Seller shall use its best efforts to enable the Lender Buyer and Agent to inspect the servicing facilities of such Subservicer. (f) Seller retains no economic rights to the servicing of the Purchased Loans; provided that Seller shall continue to service the Purchased Loans hereunder as part of its Obligations hereunder. As such, Seller expressly acknowledges that the Purchased Loans are sold to Buyer on a “servicing released” basis.

Servicing. (a) The Borrowers covenant Each Seller covenants to maintain or cause the servicing of the Mortgage Loans Purchased Assets to be maintained in conformity with Accepted Servicing PracticesPractices and pursuant to the related underlying Servicing Agreement (if applicable). In the event that the preceding language is interpreted as constituting one or more servicing contracts, each such servicing contract shall terminate automatically upon the earliest of (i) thirty (30) days after the last Payment Date of such Purchased Asset, (ii) a Servicer Termination Event or an Event of Default, or (iiiii) the date on which all the Secured Obligations have been paid in full, or (iiiiv) the transfer of servicing to any entity approved by Buyer and the Lenderassumption thereof by such entity. Upon any such termination, Seller shall comply with the requirements set forth in Section 13(hh) as to the delivery of the Servicing Records and the physical servicing of each Loans. (b) During the period the each Borrower United Shore is servicing the Mortgage LoansPurchased Assets, (i) such Borrower agrees Sellers agree that Lender has a first priority perfected security interest in Buyer is the owner of the Servicing Rights and all servicing records, including but not limited to any and all servicing agreements, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records or rights relating to or evidencing the servicing of such Mortgage Loans (the "“Servicing Records"”), and (ii) such Borrower grants the Lender Sellers grant Buyer a security interest in all servicing fees and rights relating to the Mortgage Loans Purchased Assets and all Servicing Records to secure the obligation of such Borrower Sellers or its their designee to service in conformity with this Section 43 and any other obligation of Sellers to Buyer. At all times during the term of this Agreement, each Seller covenants to hold such Borrower Servicing Records in trust for Buyer and to the Lender. The Borrowers covenant safeguard, or cause each Servicer or Subservicer, as applicable, to safeguard safeguard, such Servicing Records and to deliver them, or cause any such Servicer or Subservicer to deliver them to the extent permitted under the related Servicing Agreement promptly to the Lender Buyer or its designee (including the Custodian) at the Lender's requestBuyer’s request or otherwise as required by operation of Section 13(hh) hereof. It is understood and agreed by the parties that prior to an Event of Default, the Borrowers United Shore, as servicer shall retain the servicing fees with respect to the Mortgage LoansPurchased Assets. (c) If the Mortgage Loans are any Loan that is proposed to be sold on a Purchase Date is serviced by a Servicer (other than United Shore) or Subservicer, or if the servicing of any other third party servicer (such third party servicerLoans is to be transferred to another Servicer or a Subservicer, the "Subservicer")as applicable, the applicable Borrower United Shore shall provide a copy of the related servicing agreement with a properly executed Servicing Agreement and an Instruction Letter executed by such Subservicer to the Lender Buyer at least three (3) [***] Business Days prior to the applicable Funding such Purchase Date or the date on which the Subservicer shall begin subservicing the Mortgage Loanstransfer date, as applicable, which Servicing Agreement shall be in the form and substance acceptable to Lender (the "Servicing Agreement") and Buyer. In addition, United Shore shall have obtained the prior written consent of the Lender Buyer for such Subservicer other Servicer or Subservicer, as applicable, to servicer or subservice the Mortgage Loans. Initially, the Subservicer which approval shall not be Aames Fundingunreasonably withheld. (d) The Borrowers agree that upon Upon prior written notice following the occurrence and during the continuance of an Event of DefaultDefault or a Servicer Termination Event (subject to any applicable cure period), Buyer shall have the Lender may terminate the Borrowers in their capacity as servicer and right to immediately terminate any Servicer or any Subservicer’s right to service the Purchased Assets, without payment of any penalty or termination fee under the related Servicing Agreement Agreement, or any other related agreement, as applicable, and transfer free and clear of any obligations (including without limitation any obligation to pay or reimburse any previous servicer for outstanding servicing advances). Upon receipt of such notice or upon resignation of any Servicer or any Subservicer, Seller and the applicable Servicer or Subservicer shall cooperate in transferring the applicable servicing and management of the Purchased Assets to the Lender or a successor appointed by Buyer in its designee, at no cost or expense to the Lender. In addition, each Borrower shall provide to the Lender an Instruction Letter from such Borrower to the effect that upon the occurrence of an Event of Default, the Lender may terminate any Subservicer or Servicing Agreement and direct that collections with respect to the Mortgage Loans be remitted in accordance with the Lender's instructions. The Borrowers agree to cooperate with the Lender in connection with the transfer of servicingsole discretion. (e) After the Funding Purchase Date, until the pledge of any Mortgage Loan is relinquished by the CustodianRepurchase Date, the Borrowers no Seller will have no the right to modify or alter the terms of the Mortgage Loan or related Participation Interest or consent to the modification or alteration of the terms of any Mortgage LoanLoan or related Participation Interest, and the Borrowers no Seller will have no the obligation or right to repossess any Mortgage Loan or substitute another Mortgage LoanLoan or related Participation Interest, except as provided in any Custodial Agreement. (f) The Borrowers Buyer shall have the right in its sole discretion to appoint a third party to perform due diligence with respect to United Shore’s servicing facilities at any time. United Shore shall cooperate with Buyer and/or its designees to provide access to United Shore’s servicing facilities including without limitation its books and records with respect to Seller’s servicing portfolio and the Purchased Assets. In addition to the foregoing, United Shore shall permit the Lender Buyer to inspect upon reasonable prior written notice (which shall be no more than five (5) Business Days prior to such date) at a mutually convenient time, the Borrowers' United Shore’s or their its Affiliate's ’s servicing facilities, as the case may be, for the purpose of satisfying the Lender Buyer that the Borrowers United Shore or their its Affiliate, as the case may be, has the ability to service the Mortgage Loans as provided in this Warehouse Agreement. In addition, with respect to any Servicer or any Subservicer which is not an Affiliate of either BorrowerUnited Shore, the applicable Borrower United Shore shall use its best efforts to enable the Lender Buyer to inspect the servicing facilities of such SubservicerServicer or such Subservicer and to cause such Servicer or such Subservicer to cooperate with Buyer and/or its designees in connection with any due diligence performed by Buyer and/or such designees in accordance with this Section 43(f). Each Seller and Buyer further agree that all reasonable out-of-pocket costs and expenses incurred by Buyer in connection with any due diligence or inspection performed pursuant to this Section 43(f) shall be paid by Buyer, subject to Section 3 of the Pricing Side Letter.

Servicing. (a) The Borrowers covenant Borrower covenants to maintain or cause the servicing of the Mortgage Loans Collateral to be maintained in conformity with Accepted Servicing Practicesaccepted and prudent servicing practices in the industry for the same type of collateral as the Collateral and in a manner at least equal in quality to the servicing the Borrower provides for mortgage loans, mezzanine loans and equity interests which it owns. In the event that the preceding language is interpreted as constituting one or more servicing contracts, each such servicing contract shall terminate automatically upon the earliest of (i) an Event of Default, ; or (ii) the date on which all the Secured Obligations have been paid in full, or (iii) the transfer of servicing to any entity approved by the LenderBorrower. (b) During If the period Collateral is serviced by the each Borrower is servicing the Mortgage LoansBorrower, (i) such the Borrower agrees and acknowledges that Lender has a first priority perfected the Security Trustee is the assignee by way of security interest in of all servicing records, including but not limited to any and all servicing agreements, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records or rights relating to or evidencing the servicing of such Mortgage Loans Collateral (the "“Servicing Records"”), and (ii) such Borrower grants the Lender a security interest in all servicing fees and rights relating to the Mortgage Loans and all Servicing Records to secure the obligation of such Borrower or its designee to service in conformity with this Section and any other obligation of such Borrower to the Lender. The Borrowers covenant Borrower covenants to safeguard such Servicing Records and to deliver them promptly to the Lender or its designee (including the Custodian) at the Lender's Security Trustee’s request. It is understood and agreed by the parties that prior to an Event of Default, the Borrowers shall retain the servicing fees with respect to the Mortgage Loans. (c) If the Mortgage Loans are Collateral is serviced by any other a third party servicer (such third party servicer, “the "Subservicer"Servicer”), the applicable Borrower (i) shall provide a copy of the related servicing agreement with a properly executed Instruction Letter to the Lender at least three (3) Business Days prior to Security Trustee and the applicable Funding Date or the date on which the Subservicer shall begin subservicing the Mortgage LoansAgent, which shall be in the form and substance acceptable to Lender the Agent, together with all addendums thereto (collectively, the "“Servicing Agreement"”); and (ii) shall provide a Servicer Notice to the Servicer substantially in the form of Schedule 16 (Servicer Notice) (a “Servicer Notice”) and shall have obtained cause the written consent Servicer to acknowledge and agree to the same. Any successor or assignee of a Servicer shall be approved in writing by the Agent and shall acknowledge and agree to a Servicer Notice prior to such successor’s assumption of servicing obligations with respect to any or all of the Lender for such Subservicer to subservice the Mortgage Loans. Initially, the Subservicer shall be Aames FundingCollateral. (d) The Borrowers agree If the servicer of the Collateral is the Borrower or the Servicer is an Affiliate of the Borrower, the Borrower shall provide to the Agent and the Security Trustee a letter from the Borrower or the Servicer, as the case may be, to the effect that upon the occurrence and during the continuance of an Event of Default, the Lender Security Trustee may terminate the Borrowers in their capacity as servicer and terminate any Servicing Agreement and in any event transfer such servicing to the Lender or its Security Trustee’s designee, at no cost or expense to the Lender. In additionSecurity Trustee, each it being agreed that the Borrower shall provide will pay any and all fees required to terminate the Lender an Instruction Letter from such Borrower to the effect that upon the occurrence of an Event of Default, the Lender may terminate any Subservicer or Servicing Agreement and direct that collections with respect to the Mortgage Loans be remitted in accordance with the Lender's instructions. The Borrowers agree to cooperate with the Lender in connection with effectuate the transfer of servicingservicing to the designee of the Security Trustee. (e) After In the Funding Date, until event the pledge of any Mortgage Loan Borrower or its Affiliate is relinquished by servicing the CustodianCollateral, the Borrowers will have no right to modify or alter the terms of the Mortgage Loan or consent to the modification or alteration of the terms of any Mortgage Loan, and the Borrowers will have no obligation or right to repossess any Mortgage Loan or substitute another Mortgage Loan, except as provided in any Custodial Agreement. (f) The Borrowers Borrower shall permit the Lender Security Trustee and the Agent, upon advance written notice to the Borrower (unless a Default or Event of Default shall have occurred and be continuing, in which case no notice shall be required), from time to time to inspect upon reasonable prior written notice (which shall be no more than five (5) Business Days prior to such date) at a mutually convenient time, the Borrowers' Borrower’s or their its Affiliate's ’s servicing facilities, as the case may be, for the purpose of satisfying the Lender Security Trustee and the Agent that the Borrowers Borrower or their its Affiliate, as the case may be, has the ability to service the Mortgage Loans Collateral as provided in this Warehouse Agreement. In addition, with respect to any Subservicer which is not an Affiliate of either Borrower, the applicable Borrower shall use its best efforts to enable the Lender to inspect the servicing facilities of such Subservicer.

Servicing. (a) The Borrowers covenant Seller covenants to maintain or cause the servicing of the Mortgage Purchased Loans to be maintained in conformity with Accepted Servicing Practices. In the event that the preceding language is interpreted as constituting one or more servicing contracts, each such servicing contract shall terminate automatically upon the earliest of (i) an Event of Default, or (ii) the date on which all the Secured Obligations have been paid in full, or (iii) the transfer of servicing to any entity approved by the LenderBuyer and the assumption thereof by such entity. (b) During the period the each Borrower any Seller is servicing the Mortgage Purchased Loans, (i) such Borrower agrees the Sellers agree that Lender has a first priority perfected security interest in Buyer is the owner of all servicing records, including but not limited to any and all servicing agreements, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records or rights relating to or evidencing the servicing of such Mortgage Loans (the "“Servicing Records"”), and (ii) such Borrower grants the Lender Sellers grant the Buyer a security interest in all servicing fees and rights relating to the Mortgage Purchased Loans and all Servicing Records to secure the obligation of such Borrower the Sellers or its designee to service in conformity with this Section 43 and any other obligation of such Borrower Sellers to the LenderBuyer. The Borrowers Sellers covenant to safeguard such Servicing Records and to deliver them promptly to the Lender Buyer or its designee (including the Custodian) at the Lender's Buyer’s request. It is understood and agreed by the parties that prior to an Event of Default, the Borrowers Sellers shall retain the servicing fees with respect to the Mortgage Purchased Loans. (c) If the Mortgage Loans are serviced by any other third party servicer (such third party servicer, the "“Subservicer"), ”) the applicable Borrower Sellers shall provide a copy of the related servicing agreement with a properly executed Instruction Letter to the Lender Buyer at least three (3) Business Days prior to the applicable Funding Purchase Date or the date on which the Subservicer shall begin subservicing the Mortgage Loans, which shall be in the form and substance acceptable to Lender Buyer (the "“Servicing Agreement"”) and shall have obtained the written consent of the Lender Buyer for such Subservicer to subservice the Mortgage Loans. Initially, the Subservicer shall be Aames Funding. (d) The Borrowers Sellers agree that upon the occurrence of an Event of Default, the Lender Buyer may terminate the Borrowers Sellers in their capacity as servicer and terminate any Servicing Agreement and Sellers shall transfer such servicing to the Lender Buyer or its designee, at no cost or expense to the LenderBuyer. In addition, each Borrower the Sellers shall provide to the Lender Buyer an Instruction Letter from such Borrower the Sellers to the effect that upon the occurrence of an Event of Default, the Lender Buyer may terminate any Subservicer or Servicing Agreement and direct that collections with respect to the Mortgage Loans be remitted in accordance with the Lender's Buyer’s instructions. The Borrowers Sellers agree to cooperate with the Lender Buyer in connection with the transfer of servicing. (e) After the Funding Purchase Date, until the pledge of any Mortgage Loan is relinquished by the CustodianRepurchase Date, the Borrowers Sellers will have no right to modify or alter the terms of the Mortgage Loan or consent to the modification or alteration of the terms of any Mortgage Loan, and the Borrowers Sellers will have no obligation or right to repossess any Mortgage Loan or substitute another Mortgage Loan, except as provided in any Custodial Agreement. (f) The Borrowers Sellers shall permit the Lender Buyer to inspect upon reasonable prior written notice (which shall be no more than five (5) Business Days prior to such date) at a mutually convenient time, the Borrowers' Seller’s or their its Affiliate's ’s servicing facilities, as the case may be, for the purpose of satisfying the Lender Buyer that the Borrowers Sellers or their its Affiliate, as the case may be, has the ability to service the Mortgage Loans as provided in this Warehouse Agreement. In addition, with respect to any Subservicer which is not an Affiliate of either Borrowerthe Sellers, the applicable Borrower Sellers shall use its their best efforts to enable the Lender Buyer to inspect the servicing facilities of such Subservicer.

Servicing. (a) The Borrowers covenant to maintain or cause the servicing of the Mortgage Loans Collateral to be maintained with respect to each type of Collateral pledged to Lender hereunder in conformity with Accepted Servicing Practicesaccepted and prudent servicing practices in the industry for such same type of Collateral and in a manner at least equal in quality to the servicing Borrowers provide for assets similar to such Collateral which it owns. In the event that the preceding language is interpreted as constituting one or more servicing contracts, each such servicing contract shall terminate automatically upon the earliest of (i) an Event of Default, or (ii) the date on which all the Secured Obligations have been paid in full, full or (iii) the transfer of servicing to any entity approved by Borrowers and Lender, Lender's consent to which shall not be unreasonably withheld. Midland Loan Services, Inc. ("Midland")shall be the Lenderinitial servicer. (b) During If the period the each Borrower Collateral, or any portion thereof, is servicing the Mortgage Loansserviced by either Borrower, (i) such Borrower agrees Borrowers agree that Lender has a first priority perfected security interest in is the collateral assignee of all servicing records, including but not limited to any and all servicing agreements, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records or rights relating to or evidencing the servicing of such Mortgage Loans Collateral (the "Servicing Records"), and (ii) such Borrower grants the Borrowers grant Lender a security interest in all servicing fees and rights relating to the Mortgage Loans such Collateral and all Servicing Records to secure the obligation of such either Borrower or its designee to service in conformity with this Section and any other obligation of such Borrower Borrowers to the Lender. The Borrowers covenant to safeguard such Servicing Records and to deliver them promptly to the Lender or its designee (including the Custodian) at the Lender's request. It is understood and agreed by the parties that prior to an Event of Default, the Borrowers shall retain the servicing fees with respect to the Mortgage Loans. (c) If the Mortgage Loans are Collateral, or any portion thereof, is serviced by any other a third party servicer (such third party servicer, the "SubservicerServicer"), the applicable Borrower Borrowers (i) shall provide a copy of the related servicing agreement with a properly executed Instruction Letter to the Lender at least three (3) Business Days prior to the applicable Funding Date or the date on which the Subservicer shall begin subservicing the Mortgage LoansLender, which shall be in the form and substance acceptable to Lender (the "Servicing Agreement"); and (ii) hereby irrevocably assign to Lender and shall have obtained Lender's successors and assigns all right, title, interest of Borrowers in, to and under, and the written consent of benefits of, any Servicing Agreement with respect to such Collateral. Any successor to the Lender for such Subservicer to subservice the Mortgage Loans. Initially, the Subservicer Servicer shall be Aames Fundingapproved in writing by Lender prior to such successor's assumption of servicing obligations with respect to such Collateral. (d) The Borrowers agree that upon the occurrence of an Event of Default, the Lender may terminate the Borrowers in their capacity as servicer and terminate any Servicing Agreement and transfer such servicing to the Lender or its designee, at no cost or expense to the Lender. In addition, each Each Borrower shall provide to Lender a letter from the Lender an Instruction Letter from applicable Borrower (if such Borrower is the Servicer) or the Servicer, as the case may be, to the effect that upon the occurrence of an Event of Default, the Lender may terminate any Subservicer or Servicing Agreement and direct transfer servicing to its designee, at no cost or expense to Lender, it being agreed that collections with respect Borrowers will pay any and all fees required to terminate the Mortgage Loans be remitted in accordance with the Lender's instructions. The Borrowers agree Servicing Agreement and to cooperate with the Lender in connection with effectuate the transfer of servicing. (e) After the Funding Date, until the pledge of any Mortgage Loan is relinquished by the Custodian, the Borrowers will have no right to modify or alter the terms of the Mortgage Loan or consent servicing to the modification or alteration designee of the terms of any Mortgage Loan, and the Borrowers will have no obligation or right to repossess any Mortgage Loan or substitute another Mortgage Loan, except as provided in any Custodial AgreementLender. (f) The Borrowers shall permit the Lender to inspect upon reasonable prior written notice (which shall be no more than five (5) Business Days prior to such date) at a mutually convenient time, the Borrowers' or their Affiliate's servicing facilities, as the case may be, for the purpose of satisfying the Lender that the Borrowers or their Affiliate, as the case may be, has the ability to service the Mortgage Loans as provided in this Warehouse Agreement. In addition, with respect to any Subservicer which is not an Affiliate of either Borrower, the applicable Borrower shall use its best efforts to enable the Lender to inspect the servicing facilities of such Subservicer.

Servicing. (a) The Borrowers covenant Each servicer of any Purchased Asset (including the Repo Servicer and the Primary Servicer) shall service the Purchased Assets for the benefit of Buyer and ▇▇▇▇▇’s successors and assigns. Seller shall cause each such servicer (including, without limitation, the Repo Servicer and the Primary Servicer) to maintain or cause service the servicing Purchased Assets at Seller’s sole cost and for the benefit of the Mortgage Loans to be maintained Buyer in conformity accordance with Accepted Servicing Practices. In Practices and pursuant to this Agreement and any related Servicer Notice; provided that, without prior written consent of Buyer in its sole discretion as required by Articles 7(d) and (f), no servicer (including the event that Repo Servicer and the preceding language is interpreted as constituting one or more servicing contracts, each such servicing contract Primary Servicer) of any of the Purchased Assets shall terminate automatically upon the earliest of (i) an Event of Default, or (ii) the date on which all the Secured Obligations have been paid in full, or (iii) the transfer of servicing take any action with respect to any entity approved by the LenderPurchased Asset described in Articles 7(d) and (f). (b) During the period the each Borrower is servicing the Mortgage Loans, (i) such Borrower Seller agrees that Lender has a first priority perfected security interest in Buyer is the owner of all Servicing Rights and servicing records, including including, but not limited to to, any and all servicing agreementsagreements (including, without limitation, the Primary Servicing Agreement, the Repo Servicing Agreement or any other servicing and/or subservicing agreement relating to the servicing of any or all of the Purchased Assets) (collectively, the “Servicing Agreements”), files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records or rights relating to or evidencing the servicing and/or subservicing of such Mortgage Loans Purchased Assets (the "“Servicing Records"”), and (ii) such Borrower so long as the Purchased Assets are subject to this Agreement. Seller grants the Lender Buyer a security interest in all servicing fees and rights relating to the Mortgage Loans Purchased Assets and all Servicing Rights and Servicing Records to secure the obligation of such Borrower Seller or its designee to service in conformity with this Section Article 27 and any other obligation of such Borrower Seller to the LenderBuyer. The Borrowers covenant Seller covenants to safeguard such Servicing Records and to deliver them promptly to the Lender Buyer or its designee (including the Custodian) at the Lender's Buyer’s request. It is understood and agreed by the parties that prior to an Event of Default, the Borrowers shall retain the servicing fees with respect to the Mortgage Loans. (c) If the Mortgage Loans are serviced by any other third party servicer (such third party servicer, the "Subservicer"), the applicable Borrower shall provide a copy of the related servicing agreement with a properly executed Instruction Letter to the Lender at least three (3) Business Days prior to the applicable Funding Date or the date on which the Subservicer shall begin subservicing the Mortgage Loans, which shall be in the form and substance acceptable to Lender (the "Servicing Agreement") and shall have obtained the written consent of the Lender for such Subservicer to subservice the Mortgage Loans. Initially, the Subservicer shall be Aames Funding. (d) The Borrowers agree that upon Upon the occurrence and during the continuance of an Event of Default, Buyer may, in its sole discretion, (i) sell its right to the Lender may Purchased Assets on a servicing released basis and/or (ii) terminate Primary Servicer, Repo Servicer or any other servicer or sub-servicer of the Borrowers Purchased Assets (including, without limitation, Seller, in their its capacity as servicer and terminate of the Purchased Assets), with or without cause, in each case without payment of any termination fee. (d) Seller shall not employ sub-servicers or any other servicer other than Primary Servicer pursuant to the Primary Servicing Agreement and transfer such servicing or Repo Servicer pursuant to the Lender Repo Servicing Agreement to service the Purchased Assets without the prior written approval of Buyer, in Buyer’s sole discretion. If the Purchased Assets are serviced by a sub-servicer or its designeeany other servicer, at no cost or expense Seller shall, irrevocably assign all rights, title and interest (if any) in the servicing agreements in the Purchased Assets to Buyer. Seller shall cause all servicers other than the Repo Servicer (including, without limitation, the Primary Servicer) and sub-servicers engaged by Seller to execute the Servicer Notice with Buyer acknowledging Buyer’s ownership of the Purchased Assets and Servicing Rights and Buyer’s security interest and agreeing that each servicer and/or sub servicer shall immediately transfer all Income and other amounts with respect to the Lender. In additionPurchased Assets to Buyer in accordance with the applicable Servicing Agreement and/or 192 USActive 60477385.9 Servicer Notice and this Agreement and so long as any Purchased Asset is owned by Buyer hereunder, following notice from Buyer to Seller and each Borrower shall provide to the Lender an Instruction Letter from such Borrower to the effect that upon the occurrence servicer of an Event of DefaultDefault 193 USActive 60477385.9 under this Agreement, each such servicer (including the Lender may terminate any Subservicer Repo Servicer and Primary Servicer) or sub-servicer shall take no action with regard to such Purchased Asset other than as specifically directed by ▇▇▇▇▇. Seller shall cause each Servicing Agreement and direct that collections with respect (including the Repo Servicing Agreement) to the Mortgage Loans be remitted in accordance consistent with the Lender's instructions. The Borrowers agree terms of this Agreement and each Servicer (including the Repo Servicer) to cooperate comply with the Lender in connection with the transfer of servicingsuch terms. (e) After the Funding Date, until the pledge The payment of servicing fees shall be subordinate to payment of amounts outstanding under any Mortgage Loan is relinquished by the Custodian, the Borrowers will have no right to modify or alter the terms of the Mortgage Loan or consent to the modification or alteration of the terms of any Mortgage Loan, Transaction and the Borrowers will have no obligation or right to repossess any Mortgage Loan or substitute another Mortgage Loan, except as provided in any Custodial this Agreement. (f) The Borrowers For the avoidance of doubt, Seller retains no economic rights to the servicing of the Purchased Assets. As such, Seller expressly acknowledges that the Purchased Assets are sold to Buyer on a “servicing released” basis with such servicing retained by Buyer. (g) Seller shall permit cause each servicer of a Purchased Asset to provide to Buyer and to the Lender to inspect Custodian via electronic transmission, promptly upon reasonable prior written notice request by Buyer a Servicing Tape for the month (which shall be no more than five (5or any portion thereof) Business Days prior to the date of Buyer’s request; provided, that to the extent any servicer does not provide any such date) Servicing Tape, Seller shall prepare and provide to Buyer and Custodian via electronic transmission a remittance report containing the servicing information that would otherwise be set forth in the Servicing Tape; and provided, further, that regardless of whether Seller at a mutually convenient timeany time delivers any such remittance report, the Borrowers' or their Affiliate's servicing facilities, as the case may be, for the purpose of satisfying the Lender that the Borrowers or their Affiliate, as the case may be, has the ability to service the Mortgage Loans as provided in this Warehouse Agreement. In addition, with respect to any Subservicer which is not an Affiliate of either Borrower, the applicable Borrower Seller shall at all times use its best commercially reasonable efforts to enable the Lender cause each servicer to inspect the servicing facilities of such Subservicerprovide each Servicing Tape in accordance herewith.

Servicing. (a) The Borrowers covenant Borrower covenants to maintain or cause the servicing of the Mortgage Underlying Loans to be maintained in conformity with Accepted Servicing Practices. In the event that the preceding language is interpreted as constituting one or more servicing contracts, each such servicing contract shall terminate automatically upon the earliest of (i) an Event of Defaultapplicable law, or (ii) the date on which all the Secured Obligations have been paid in fullterms of this Loan Agreement, or (iii) the transfer terms of the Servicing Agreement, (iv) the terms of the respective Underlying Loans and any related intercreditor agreement, co‑lender and/or similar agreement(s) and (v) to the extent consistent with the foregoing, the Servicing Standard. Borrower shall obtain the written consent of Lender prior to appointing any servicer for the Underlying Loans, which consent shall not be unreasonably withheld, conditioned or delayed. Borrower shall provide Lender with written notice at least ten (10) Business Days prior to terminating any servicer, terminating any servicing agreement (including the Servicing Agreement) or removing any Underlying Loan from the serviced loans subject to a servicing agreement. In connection with any entity approved by such termination or removal, Borrower shall, at least five (5) Business Days prior to such termination or removal, cause a new Servicing Instruction Letter to be delivered which shall instruct any servicer, obligor, lock-box bank, cash management bank, manager or other party responsible for remitting amounts to Borrower under the LenderUnderlying Loans to pay all amounts payable to Borrower under the Underlying Loans to the Collection Account. (b) During the period the each Borrower is servicing the Mortgage Loans, (i) such Borrower agrees that Lender has a first priority perfected security interest in is the collateral assignee of all servicing records, including but not limited to any and all servicing agreements, management agreements, rent rolls, leases, environmental and engineering reports, third-party underlying reports, files, documents, records, legal opinions, estoppels, financial statements, operating statements, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records or rights relating to or evidencing the servicing of such Mortgage the Underlying Loans (but excluding any draft documents, attorney/client communications which are privileged or constitute legal or other due diligence analyses, and documents prepared by Borrower or any of its Affiliates solely for internal communication, credit underwriting or due diligence) (the "“Servicing Records"”), and (ii) such Borrower grants the Lender a security interest in all servicing fees and of Borrower’s rights relating to the Mortgage Underlying Loans and all Servicing Records to secure the obligation of such Borrower or its designee to service in conformity with this Section and any other obligation of such Borrower to the Lender. The Borrowers covenant Borrower covenants to safeguard such Servicing Records and and, during the existence of an Event of Default, to deliver them promptly to the Lender or its designee (including the Custodian) at the Lender's ’s request. It is understood and agreed by the parties that prior to an Event of Default, the Borrowers shall retain the servicing fees with respect to the Mortgage Loans. (c) If the Mortgage Loans are serviced by any other third party servicer (such third party servicer, the "Subservicer"), the applicable Borrower shall provide a copy of the related servicing agreement with a properly executed Instruction Letter to the Lender at least three (3) Business Days prior to the applicable Funding Date or the date on which the Subservicer shall begin subservicing the Mortgage Loans, which shall be in the form and substance acceptable to Lender (the "Servicing Agreement") and shall have obtained the written consent of the Lender for such Subservicer to subservice the Mortgage Loans. Initially, the Subservicer shall be Aames Funding. (d) The Borrowers agree that upon the occurrence of an Event of Default, the Lender may terminate the Borrowers in their capacity as servicer and terminate any Servicing Agreement and transfer such servicing to the Lender or its designee, at no cost or expense to the Lender. In addition, each Borrower shall provide to the Lender an Instruction Letter from such Borrower to the effect that upon the occurrence of an Event of Default, the Lender may terminate any Subservicer or Servicing Agreement and direct that collections with respect to the Mortgage Loans be remitted in accordance with the Lender's instructions. The Borrowers agree to cooperate with the Lender in connection with the transfer of servicing. (e) After the Funding Date, until the pledge of any Mortgage Loan is relinquished by the Custodian, the Borrowers will have no right to modify or alter the terms of the Mortgage Loan or consent to the modification or alteration of the terms of any Mortgage Loan, and the Borrowers will have no obligation or right to repossess any Mortgage Loan or substitute another Mortgage Loan, except as provided in any Custodial Agreement. (f) The Borrowers shall permit the Lender to inspect upon reasonable prior written notice (which shall be no more than five (5) Business Days prior to such date) at a mutually convenient time, the Borrowers' or their Affiliate's servicing facilities, as the case may be, for the purpose of satisfying the Lender that the Borrowers or their Affiliate, as the case may be, has the ability to service the Mortgage Loans as provided in this Warehouse Agreement. In addition, with respect to any Subservicer which is not an Affiliate of either Borrower, the applicable Borrower shall use its best efforts to enable the Lender to inspect the servicing facilities of such Subservicer.

Servicing. (a) The Borrowers covenant Subject to subsection (d) below, the Seller covenants to maintain or cause the servicing of the Mortgage Loans Purchased Assets to be maintained in conformity with Accepted Servicing PracticesPractices and pursuant to the related underlying Servicing Agreement, if any. In the event that the preceding language is interpreted as constituting one or more servicing contracts, each such servicing contract shall terminate automatically upon the earliest of (i) an Event of Defaultthe termination thereof by Buyer pursuant to subsection (g) below, or (ii) the date on which all the Secured Obligations have been paid in full, or (iii) the transfer of servicing to any entity approved by Buyer and the Lenderassumption thereof by such entity. (b) During the period the each Borrower Seller is servicing the Mortgage LoansPurchased Assets for Buyer, (i) such Borrower the Seller agrees that Lender has a first priority perfected security interest in Buyer is the owner of all servicing recordsServicing Records relating to Purchased Assets that have not been repurchased, including but not limited to any and all servicing agreements, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records or rights relating to or evidencing the servicing of such Mortgage Loans (the "“Servicing Records"”), and (ii) such Borrower the Seller grants the Lender Buyer a security interest in all servicing fees and rights relating to the Mortgage Loans Purchased Assets that have not been repurchased and all Servicing Records to secure the obligation of such Borrower the Seller or its designee to service in conformity with this Section 42 and any other obligation of the Seller to Buyer. At all times during the term of this Agreement, the Seller covenants to hold such Borrower Servicing Records in trust for Buyer and to the Lender. The Borrowers covenant safeguard, or cause each Subservicer to safeguard safeguard, such Servicing Records and to deliver them, or cause any such Subservicer to deliver them to the extent permitted under the related Servicing Agreement promptly to the Lender Buyer or its designee (including the Custodian) at the Lender's Buyer’s reasonable request. It is understood and agreed by the parties that prior to an Event of Default, the Borrowers Seller, as servicer shall retain the servicing fees with respect to the Mortgage LoansPurchased Assets. (c) If the Mortgage Loans are any Loan that is proposed to be sold on a Purchase Date is serviced by a servicer other than the Seller (a “Subservicer”), or if the servicing of any other third party servicer (such third party servicerPurchased Asset is to be transferred to a Subservicer, the "Subservicer"), the applicable Borrower Seller shall provide a copy of the related servicing agreement with a properly executed and an Instruction Letter executed by such Subservicer (collectively, the “Servicing Agreement”) to the Lender Buyer at least three one (31) Business Days Day prior to the applicable Funding such Purchase Date or the date on which the Subservicer shall begin subservicing the Mortgage Loanstransfer date, as applicable, which Servicing Agreement shall be in the form and substance reasonably acceptable to Lender (Buyer. In addition, the "Servicing Agreement") and Seller shall have obtained the prior written consent of the Lender Buyer for such Subservicer to subservice the Mortgage Loans. Initially, the Subservicer shall which consent may not unreasonably be Aames Fundingwithheld or delayed. (d) The Borrowers agree that upon the occurrence of an Event of Default, the Lender may terminate the Borrowers in their capacity as servicer and terminate any Servicing Agreement and transfer such servicing to the Lender or its designee, at no cost or expense to the Lender. In addition, each Borrower shall provide to the Lender an Instruction Letter from such Borrower to the effect that upon the occurrence of an Event of Default, the Lender may terminate any Subservicer or Servicing Agreement and direct that collections with respect to the Mortgage Loans be remitted in accordance with the Lender's instructions. The Borrowers agree to cooperate with the Lender in connection with the transfer of servicing. (e) After the Funding Purchase Date, until the pledge of any Mortgage Loan is relinquished by the CustodianRepurchase Date, the Borrowers Seller will have no right to modify or alter the terms of the Mortgage Loan or consent to the modification or alteration of the terms of any Mortgage Loan, except as required by law, Agency Guidelines, FHA Regulations, requirements for VA Loans, Rural Housing Service Regulations, Accepted Servicing Practices, any Program Documents or other requirements, and the Borrowers Seller will have no obligation or right to repossess any Mortgage Loan or substitute another Mortgage Loan, except as provided in any Custodial and Disbursement Agreement or any Program Document, including, without limitation, Section 16 of this Agreement. (fe) The Borrowers Seller shall permit the Lender Buyer to inspect upon reasonable prior written notice (which shall be no more than five (5) Business Days prior to such date) at a mutually convenient time, time the Borrowers' or their Affiliate's Seller’s servicing facilities, as the case may be, for the purpose of satisfying the Lender Buyer that the Borrowers or their Affiliate, as the case may be, Seller has the ability to service the Mortgage Loans as provided in this Warehouse Agreement. In addition, with respect to any Subservicer which is not an Affiliate of either Borrowerthe Seller, the applicable Borrower Seller shall use its best efforts to enable the Lender Buyer to inspect the servicing facilities of such Subservicer. (f) Seller retains no economic rights to the servicing of the Purchased Assets; provided that Seller shall continue to service the Purchased Assets hereunder as part of its Obligations hereunder. As such, Seller expressly acknowledges that the Purchased Assets are sold to Buyer on a “servicing released” basis. (g) Servicer shall subservice such Purchased Assets on behalf of Buyer for a term commencing as of the related Purchase Date and which shall automatically terminate without notice on the earlier of (a) thirty (30) days after the related Purchase Date, or if longer, the term of the relevant Transaction, or the Repurchase Date set forth in the applicable Confirmation with respect to a Purchased Asset or (b) the Repurchase Date with respect to a Purchased Asset (such term, the “Servicing Term”). If the Servicing Term expires with respect to any Purchased Asset for any reason other than Seller repurchasing such Purchased Asset, then such Servicing Term shall automatically terminate if not renewed by Buyer; provided, that Buyer shall be deemed to have renewed such Servicing Term if Buyer enters into a new Transaction or extends the Transaction, in respect of such Purchased Asset. In connection with any such renewal, Servicer shall continue to interim service the Purchased Assets for a thirty (30) day extension period, an additional Servicing Term, (an “Extension Period”). For the avoidance of doubt, upon expiration of the Servicing Term (including the expiration of any Extension Period) with respect to any Purchased Asset, Seller shall have no right to service the related Purchased Asset nor shall Buyer have any obligation to extend the Servicing Term (or continue to extend the Servicing Term). Buyer shall have the right to immediately terminate the Servicer at any time following the occurrence of any event described in Section 18 hereof (a “Servicer Termination Event”). If such Servicing Term is not extended by Buyer or if Buyer has terminated Servicer as a result of a Servicer Termination Event, Servicer shall transfer such servicing to Buyer or its designee at no cost or expense to Buyer. Servicer shall hold or cause to be held all Escrow Payments collected with respect to the Purchased Assets it is subservicing on behalf of Buyer in segregated accounts for the sole benefit of the Mortgagors and shall apply the same for the purposes for which such funds were collected. If Servicer should discover that, for any reason whatsoever, it has failed to perform fully its servicing obligations with respect to the Purchased Assets it is subservicing on behalf of Buyer, Seller shall promptly notify Buyer.

Servicing. (a) The Borrowers covenant Each of NCCC, NCRC and NCMC covenants to maintain or cause the servicing of the Mortgage Loans to be maintained in conformity with Accepted Servicing Practicesaccepted and prudent servicing practices in the industry for the same type of mortgage loans as the Mortgage Loans and in a manner at least equal in quality to the servicing Seller provides for mortgage loans which it owns. In the event that the preceding language is interpreted as constituting one or more servicing contracts, each such servicing contract shall terminate automatically upon the earliest of (i) an Event of Default, or (ii) the date on which all the Secured Obligations have been paid in full, this Agreement terminates or (iii) the transfer of servicing to any entity approved by the LenderBuyer. (b) During the period the each Borrower is servicing If the Mortgage LoansLoans are serviced by Seller, (i) such Borrower Seller agrees that Lender has a first priority perfected security interest in Buyer is the owner of all servicing records, including but not limited to any and all servicing agreements, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records or rights relating to or evidencing the servicing of such the Mortgage Loans (the "“Servicing Records"”), and (ii) such Borrower grants the Lender a security interest in all servicing fees and rights relating to the Mortgage Loans and all Servicing Records to secure the obligation of such Borrower or its designee to service in conformity with this Section and any other obligation of such Borrower to the Lender. The Borrowers covenant Seller covenants to safeguard such Servicing Records and to deliver them promptly to the Lender Buyer or its designee (including the Custodian) at the Lender's Buyer’s request. It is understood and agreed by the parties that prior to an Event of Default, the Borrowers shall retain the servicing fees with respect to the Mortgage Loans. (c) If the Mortgage Loans are serviced by any a person other third party servicer than Seller (such third party servicer, the "Subservicer"“Servicer”), the applicable Borrower shall Seller (i) shall, in accordance with Section (3)(b)(7), provide a copy of the related servicing agreement with a properly executed Instruction Letter to the Lender at least three (3) Business Days prior to the applicable Funding Date or the date on which the Subservicer shall begin subservicing the Mortgage LoansBuyer, which shall be in the form and substance acceptable to Lender Buyer (the "“Servicing Agreement") ”), and shall have obtained provide a Servicer Notice to Buyer substantially in the written consent form of Exhibit VII hereto, fully executed by Seller and the Lender for such Subservicer Servicer; and (ii) hereby irrevocably assigns to subservice Buyer and Buyer’s successors and assigns all right, title and interest of Seller in, to and under, and the benefits of, any Servicing Agreement with respect to the Mortgage Loans. Initially, Seller agrees that no Person shall assume the Subservicer shall be Aames Fundingservicing obligations with respect to the Mortgage Loans as successor to the Servicer unless such successor is approved in writing by Buyer prior to such assumption of servicing obligations. (d) The Borrowers agree that If the servicer of the Mortgage Loans is Seller, upon the occurrence of an Event of Default, Buyer shall have the Lender may right to terminate the Borrowers in their capacity Seller as servicer and terminate any Servicing Agreement of the Mortgage Loans and transfer such servicing to the Lender or its designeeBuyer’s designated Servicer, at no cost or expense to Buyer, at any time thereafter. If the Lender. In additionServicer of the Mortgage Loans is not Seller, each Borrower Buyer shall provide to have the Lender an Instruction Letter from such Borrower to right, as contemplated in the effect that applicable Servicer Notice, upon the occurrence of an Event of Default, the Lender may to terminate any Subservicer or applicable Servicing Agreement and direct transfer servicing to Buyer’s designated Servicer, at no cost or expense to Buyer, it being agreed that collections with respect Seller will pay any and all fees required to the Mortgage Loans be remitted in accordance with the Lender's instructions. The Borrowers agree terminate such Servicing Agreement and to cooperate with the Lender in connection with effectuate the transfer of servicingservicing to Buyer’s designated Servicer, as well as any servicing fees and expenses payable to such Servicer. (e) After the Funding Purchase Date, until the pledge repurchase of any Mortgage Loan is relinquished by the CustodianLoan, the Borrowers Seller will have no right to modify or alter the terms of the such Mortgage Loan or consent to the modification or alteration of the terms of any Mortgage Loan, and the Borrowers Seller will have no obligation or right to repossess any such Mortgage Loan or substitute another Mortgage Loan, in each case except as provided in any the Custodial and Disbursement Agreement. (f) The Borrowers In the event Seller or its Affiliate is servicing the Mortgage Loans, Seller shall permit the Lender Buyer to inspect upon reasonable prior written notice (which shall be no more than five (5) Business Days prior to such date) at a mutually convenient time, the Borrowers' Seller’s or their its Affiliate's ’s servicing facilities, as the case may be, for the purpose of satisfying the Lender Buyer that the Borrowers Seller or their its Affiliate, as the case may be, has the ability to service the Mortgage Loans as provided in this Warehouse Agreement. In addition, with respect to any Subservicer which is not an Affiliate of either Borrower, the applicable Borrower shall use its best efforts to enable the Lender to inspect the servicing facilities of such Subservicer.

Servicing. (a) The Borrowers covenant Notwithstanding the purchase and sale of the Purchased Assets hereby, Seller, Sponsor, an Approved Sub-Servicer or any other third party servicer rated at least “above average” or otherwise approved by Buyer shall continue to maintain service the Purchased Assets for the benefit of Buyer and, if Buyer shall exercise its rights to pledge or hypothecate the Purchased Assets prior to the Repurchase Date pursuant to Section 8 hereof, Buyer’s assigns; provided, however, that the obligations of Seller or Sponsor to service any of the Purchased Assets shall cease, at Seller’s option, upon the payment by Seller to Buyer of the Repurchase Price therefor. Seller shall service or cause the servicing of servicer to service the Mortgage Purchased Loans to be maintained in conformity accordance with Accepted Servicing Practices. In the event that the preceding language is interpreted as constituting one or more servicing contracts, each such servicing contract shall terminate automatically upon the earliest of (i) an Event of Default, or (ii) the date on which all the Secured Obligations have been paid in full, or (iii) the transfer of servicing to any entity Practices approved by Buyer in the Lenderexercise of its reasonable business judgment and maintained by other prudent lenders with respect to loans similar to the Purchased Assets. (b) During the period the each Borrower is servicing the Mortgage Loans, (i) such Borrower Seller agrees that Lender has a first priority perfected security interest in Buyer is the owner of all servicing records, including but not limited to any and all servicing agreementsagreements (the “Servicing Agreements”), files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records or rights relating to or evidencing the servicing of such Mortgage Loans Purchased Assets (the "“Servicing Records"), and (ii”) such Borrower so long as the Purchased Assets are subject to this Agreement. Seller grants the Lender Buyer a security interest in all servicing fees and rights relating to the Mortgage Loans Purchased Assets and all Servicing Records to secure the obligation of such Borrower the Seller or its designee to service in conformity with this Section and any other obligation of such Borrower Seller to the LenderBuyer. The Borrowers covenant Seller covenants to safeguard such Servicing Records and to deliver them promptly to the Lender Buyer or its designee (including the Custodian) at the Lender's Buyer’s request. It is understood and agreed by the parties that prior to an Event of Default, the Borrowers shall retain the servicing fees with respect to the Mortgage Loans. (c) If Upon the Mortgage Loans are serviced by any occurrence and during the continuance of an Event of Default (other third party servicer (such third party servicer, the "Subservicer"than with respect to Buyer), Buyer may, in its sole discretion, (i) sell its right to the applicable Borrower shall provide Purchased Assets on a copy servicing released basis or (ii) terminate the Seller or any sub-servicer of the related servicing agreement Purchased Assets with a properly executed Instruction Letter to the Lender at least three (3) Business Days prior to the applicable Funding Date or the date on which the Subservicer shall begin subservicing the Mortgage Loanswithout cause, which shall be in the form and substance acceptable to Lender (the "Servicing Agreement") and shall have obtained the written consent each case without payment of the Lender for such Subservicer to subservice the Mortgage Loans. Initially, the Subservicer shall be Aames Fundingany termination fee. (d) The Borrowers agree that upon Seller shall not employ sub-servicers rated below “above average”, unless otherwise approved by Buyer, to service the occurrence Purchased Assets without the prior written approval of an Event of DefaultBuyer. If the Purchased Assets are serviced by a sub-servicer, Seller shall irrevocably assign all rights, title and interest in the Lender may terminate Servicing Agreements in the Borrowers in their capacity as servicer and terminate any Servicing Agreement and transfer such servicing Purchased Assets to the Lender or its designee, at no cost or expense to the Lender. In addition, each Borrower shall provide to the Lender an Instruction Letter from such Borrower to the effect that upon the occurrence of an Event of Default, the Lender may terminate any Subservicer or Servicing Agreement and direct that collections with respect to the Mortgage Loans be remitted in accordance with the Lender's instructions. The Borrowers agree to cooperate with the Lender in connection with the transfer of servicingBuyer. (e) After the Funding Date, until the pledge of Seller shall cause any Mortgage Loan is relinquished sub-servicers engaged by the Custodian, the Borrowers will have no right Seller to modify or alter the terms of the Mortgage Loan or consent execute a letter agreement with Buyer acknowledging Buyer’s security interest and agreeing that it shall deposit all Income with respect to the modification or alteration of Purchased Assets in the terms of any Mortgage Loan, and the Borrowers will have no obligation or right to repossess any Mortgage Loan or substitute another Mortgage Loan, except as provided in any Custodial AgreementCash Management Account. (f) The Borrowers shall permit the Lender to inspect upon reasonable prior written notice (which payment of servicing fees shall be no more than five (5) Business Days prior subordinate to such date) at a mutually convenient time, the Borrowers' or their Affiliate's servicing facilities, as the case may be, for the purpose payment of satisfying the Lender that the Borrowers or their Affiliate, as the case may be, has the ability to service the Mortgage Loans as provided in amounts outstanding under any Transaction and this Warehouse Agreement. In addition, with respect to any Subservicer which is not an Affiliate of either Borrower, the applicable Borrower shall use its best efforts to enable the Lender to inspect the servicing facilities of such Subservicer.

Servicing. (a) The Borrowers covenant Borrower covenants to maintain or cause the servicing of the Mortgage Franchise Loans to be maintained in conformity with accepted customary and prudent servicing practices in the industry for the same type of Franchise Loans as the Franchise Loans and in a manner at least equal in quality to the servicing the Borrower provides for Franchise Loans which it owns ("Accepted Servicing Practices"). In the event that the preceding language is interpreted as constituting one or more servicing contracts, each such servicing contract shall terminate automatically upon the earliest earlier of (i) an Event of Default, or (ii) the date on which all the Secured Obligations have been paid in full, or (iii) the transfer of servicing to any entity approved by the LenderTermination Date. (b) During the period the each Borrower is servicing the Mortgage Loans, (i) such The Borrower agrees that the Lender has a first priority perfected security interest in is the collateral assignee of all servicing records, including but not limited to any and all servicing agreements, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records or rights relating to or evidencing the servicing of such Mortgage Franchise Loans (the "Servicing Records"), and (ii) such the Borrower grants the Lender a security interest in all servicing fees and of the Borrower's rights relating to the Mortgage Franchise Loans and all Servicing Records to secure the obligation of such the Borrower or its designee to service in conformity with this Section and any other obligation of such the Borrower to the Lender. The Borrowers covenant Borrower covenants to safeguard such Servicing Records and to deliver them promptly to the Lender or its designee (including the Custodian) at the Lender's request. It is understood and agreed by the parties that prior to an Event of Default, the Borrowers shall retain the servicing fees with respect to the Mortgage Loans. (c) If the Mortgage Loans are serviced by any other third party servicer (such third party servicer, the "Subservicer"), the applicable Borrower shall provide a copy of the related servicing agreement with a properly executed Instruction Letter to the Lender at least three (3) Business Days prior to the applicable Funding Date or the date on which the Subservicer shall begin subservicing the Mortgage Loans, which shall be in the form and substance acceptable to Lender (the "Servicing Agreement") and shall have obtained the written consent of the Lender for such Subservicer to subservice the Mortgage Loans. Initially, the Subservicer shall be Aames Funding. (d) The Borrowers agree that upon the occurrence of an Event of Default, the Lender may terminate the Borrowers in their capacity as servicer and terminate any Servicing Agreement and transfer such servicing to the Lender or its designee, at no cost or expense to the Lender. In addition, each Borrower shall provide to the Lender an Instruction Letter from such Borrower to the effect that upon the occurrence of an Event of Default, the Lender may terminate any Subservicer or Servicing Agreement and direct that collections with respect to the Mortgage Loans be remitted in accordance with the Lender's instructions. The Borrowers agree to cooperate with the Lender in connection with the transfer of servicing. (e) After the Funding Date, until the pledge of any Mortgage Franchise Loan is relinquished by the Custodian, the Borrowers Borrower will have no right to modify or alter the terms of such Franchise Loan Documents except with the Mortgage Loan or prior written consent to the modification or alteration of the terms of any Mortgage LoanLender, and the Borrowers Borrower will have no obligation or right to repossess any Mortgage such Franchise Loan or substitute another Mortgage Franchise Loan, except as provided in any the Custodial Agreement; provided, that the Borrower may enter into forbearance agreements or plans with Obligors consistent with its collection activities as servicer of the Franchise Loans and in conformity with Accepted Servicing Practices. (fd) The Borrowers Borrower shall permit the Lender to inspect upon reasonable prior written notice (which shall be no more than five (5) Business Days prior to such date) at a mutually convenient time, the Borrowers' Borrower's or their its Affiliate's servicing facilities, as the case may be, for the purpose of satisfying the Lender that the Borrowers Borrower or their its Affiliate, as the case may be, has the ability to service the Mortgage Franchise Loans as provided in this Warehouse Loan Agreement. In addition, with respect to any Subservicer which is not an Affiliate of either Borrower, the applicable Borrower shall use its best efforts to enable the Lender to inspect the servicing facilities of such Subservicer.

Servicing. (a) The Borrowers covenant Seller covenants to maintain or cause the servicing of the Mortgage Loans to be maintained in conformity with Accepted Servicing Practicesaccepted and prudent servicing practices in the industry for the same type of mortgage loans as the Mortgage Loans and in a manner at least equal in quality to the servicing Seller provides for mortgage loans which it owns. In the event that the preceding language is interpreted as constituting one or more servicing contracts, each such servicing contract shall terminate automatically upon the earliest of (i) an Event of Default, or (ii) the date on which all the Secured Obligations have been paid in full, this Agreement terminates or (iii) the transfer of servicing to any entity approved by the LenderBuyer. (b) During the period the each Borrower is servicing If the Mortgage LoansLoans are serviced by Seller, (i) such Borrower Seller agrees that Lender has a first priority perfected security interest in Buyer is the owner of all servicing records, including but not limited to any and all servicing agreements, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records or rights relating to or evidencing the servicing of such the Mortgage Loans (the "Servicing Records"), and (ii) such Borrower grants the Lender a security interest in all servicing fees and rights relating to the Mortgage Loans and all Servicing Records to secure the obligation of such Borrower or its designee to service in conformity with this Section and any other obligation of such Borrower to the Lender. The Borrowers covenant Seller covenants to safeguard such Servicing Records and to deliver them promptly to the Lender Buyer or its designee (including the Custodian) at the LenderBuyer's request. It is understood and agreed by the parties that prior to an Event of Default, the Borrowers shall retain the servicing fees with respect to the Mortgage Loans. (c) If the Mortgage Loans are serviced by any a person other third party servicer than Seller (such third party servicer, the "SubservicerServicer"), the applicable Borrower shall Seller (i) shall, in accordance with Section (3)(b)(7), provide a copy of the related servicing agreement with a properly executed Instruction Letter to the Lender at least three (3) Business Days prior to the applicable Funding Date or the date on which the Subservicer shall begin subservicing the Mortgage LoansBuyer, which shall be in the form and substance acceptable to Lender Buyer (the "Servicing Agreement") ), and shall have obtained provide a Servicer Notice to the written consent Buyer substantially in the form of Exhibit VIII hereto, fully executed by Seller and the Lender for such Subservicer Servicer; and (ii) hereby irrevocably assigns to subservice Buyer and Buyer's successors and assigns all right, title and interest of Seller in, to and under, and the benefits of, any Servicing Agreement with respect to the Mortgage Loans. Initially, Seller agrees that no Person shall assume the Subservicer shall be Aames Fundingservicing obligations with respect to the Mortgage Loans as successor to the Servicer unless such successor is approved in writing by Buyer prior to such assumption of servicing obligations. (d) The Borrowers agree that If the servicer of the Mortgage Loans is Seller, upon the occurrence of an Event of Default, Buyer shall have the Lender may right to terminate the Borrowers in their capacity Seller as servicer and terminate any Servicing Agreement of the Mortgage Loans and transfer such servicing to the Lender or its designee, at no cost or expense to Buyer, at any time thereafter. If the Lender. In additionservicer of the Mortgage Loans is not Seller, each Borrower Buyer shall provide to have the Lender an Instruction Letter from such Borrower to right, as contemplated in the effect that applicable Servicer Notice, upon the occurrence of an Event of Default, the Lender may to terminate any Subservicer or applicable Servicing Agreement and direct transfer servicing to its designee, at no cost or expense to Buyer, it being agreed that collections with respect Seller will pay any and all fees required to the Mortgage Loans be remitted in accordance with the Lender's instructions. The Borrowers agree terminate such Servicing Agreement and to cooperate with the Lender in connection with effectuate the transfer of servicingservicing to the designee of Buyer. (e) After the Funding Purchase Date, until the pledge repurchase of any Mortgage Loan is relinquished by the CustodianLoan, the Borrowers Seller will have no right to modify or alter the terms of the such Mortgage Loan or consent to the modification or alteration of the terms of any Mortgage Loan, and the Borrowers Seller will have no obligation or right to repossess any such Mortgage Loan or substitute another Mortgage Loan, in each case except as provided in any the Custodial and Disbursement Agreement. (f) The Borrowers In the event Seller or its Affiliate is servicing the Mortgage Loans, Seller shall permit the Lender Buyer to inspect upon reasonable prior written notice (which shall be no more than five (5) Business Days prior to such date) at a mutually convenient time, the Borrowers' Seller's or their its Affiliate's servicing facilities, as the case may be, for the purpose of satisfying the Lender Buyer that the Borrowers Seller or their its Affiliate, as the case may be, has the ability to service the Mortgage Loans as provided in this Warehouse Agreement. In addition, with respect to any Subservicer which is not an Affiliate of either Borrower, the applicable Borrower shall use its best efforts to enable the Lender to inspect the servicing facilities of such Subservicer.

Servicing. (a) The Borrowers covenant Borrower covenants to maintain or cause the servicing of the Mortgage Loans to be maintained in conformity with Accepted Servicing Practicesaccepted and prudent servicing practices in the industry for the same type of mortgage loans as the Mortgage Loans and in a manner at least equal in quality to the servicing the Borrower provides for mortgage loans which it owns. In the event that the preceding language is interpreted as constituting one or more servicing contracts, each such servicing contract shall terminate automatically upon the earliest of (i) an Event of Default, or (ii) the date on which all the Secured Obligations have been paid in full, full or (iii) the transfer of servicing to any entity approved by the LenderLender in writing. The Lender hereby approves the Borrower as the initial servicer (the “Initial Servicer”) of the Mortgage Loans. (b) During the period the each Borrower is servicing If the Mortgage LoansLoans are serviced by the Borrower, (i) such the Borrower agrees that the Lender has a first priority perfected security interest in is the collateral assignee of all servicing records, including including, but not limited to to, any and all servicing agreements, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records or rights relating to or evidencing the servicing of such Mortgage Loans (the "“Servicing Records"”), and (ii) such the Borrower grants the Lender a security interest in all servicing fees and rights relating to the Mortgage Loans and all Servicing Records to secure the obligation of such the Borrower or its designee to service in conformity with this Section and any other obligation of such the Borrower to the Lender. The Borrowers covenant Borrower covenants to safeguard such Servicing Records and to deliver them promptly to the Lender or its designee (including the Custodian) at the Lender's ’s request. It is understood and agreed by the parties that prior to an Event of Default, the Borrowers shall retain the servicing fees with respect to the Mortgage Loans. (c) If the Mortgage Loans are serviced by any other a third party servicer (such third party servicer, the "Subservicer"), “Third Party Servicer”) the applicable Borrower (i) shall provide a copy of the related servicing agreement with a properly executed Instruction Letter to the Lender at least three (3) Business Days prior to the applicable Funding Date or the date on which the Subservicer shall begin subservicing the Mortgage LoansLender, which shall be in the form and substance acceptable to the Lender (the "“Servicing Agreement"”), and (ii) shall provide a Servicer Notice to the Third Party Servicer substantially in the form of Exhibit G hereto (a “Servicer Notice”) and shall have obtained cause such Third Party Servicer to acknowledge and agree to the written consent same. Any successor or assignee of a Third Party Servicer shall be approved in writing by the Lender for and shall acknowledge and agree to a Servicer Notice prior to such Subservicer successor’s assumption of servicing obligations with respect to subservice the Mortgage Loans. Initially, the Subservicer shall be Aames Funding. (d) The Borrowers agree that upon If the occurrence Servicer of the Mortgage Loans is the Borrower or an Event Affiliate of Defaultthe Borrower, the Lender may terminate the Borrowers in their capacity as servicer and terminate any Servicing Agreement and transfer such servicing to the Lender or its designee, at no cost or expense to the Lender. In addition, each Borrower shall provide to the Lender an Instruction Letter from such Borrower a letter to the effect that upon the occurrence of an Event of Default, the Lender may terminate any Subservicer or Servicing Agreement and direct that collections with respect in any event transfer servicing to the Mortgage Loans be remitted in accordance with Lender’s designee, at no cost or expense to the Lender's instructions. The Borrowers agree , it being agreed that the Borrower will pay any and all fees required to cooperate with terminate the Lender in connection with Servicing Agreement and to effectuate the transfer of servicingservicing to the designee of the Lender. (e) After the Funding Date, until the pledge of any Mortgage Loan is relinquished by the Custodian, (i) the Borrowers will have no right to modify or alter the terms of the Mortgage Loan or consent Borrower shall give prior written notice to the Lender of any proposed modification or alteration of to the terms of any such Mortgage LoanLoan and unless the Borrower shall have received the Lender’s written approval of such modification or alteration within five (5) Business Days thereafter, in the event the Borrower nevertheless makes such modification or alteration to the terms of such Mortgage Loan thereafter, such Mortgage Loan shall thereupon have a Collateral Value equal to zero, and (ii) the Borrowers Borrower will have no obligation or right to repossess any such Mortgage Loan or substitute another Mortgage Loan, except as provided in any the Custodial Agreement. (f) The Borrowers In the event the Borrower or its Affiliate is servicing the Mortgage Loans, the Borrower shall permit the Lender from time to time during business hours and upon prior reasonable notice (provided, that if a Default shall have occurred and be continuing, no such notice shall be required) to inspect upon reasonable prior written notice (which shall be no more than five (5) Business Days prior to such date) at a mutually convenient time, the Borrowers' Borrower’s or their its Affiliate's ’s servicing facilities, as the case may be, for the purpose of satisfying the Lender that the Borrowers Borrower or their its Affiliate, as the case may be, has the ability to service the Mortgage Loans as provided in this Warehouse Loan Agreement. In addition, with respect to any Subservicer which is not an Affiliate of either Borrower, the applicable Borrower shall use its best efforts to enable the Lender to inspect the servicing facilities of such Subservicer.

Servicing. (a) The Borrowers covenant Borrower covenants to maintain or cause the servicing of the Mortgage Loans to be maintained in conformity with Accepted Servicing Practicesaccepted and prudent servicing practices in the industry for the same type of mortgage loans as the Mortgage Loans and in a manner at least equal in quality to the servicing the Borrower provides for mortgage loans which it owns. In the event that the preceding language is interpreted as constituting one or more servicing contracts, each such servicing contract shall terminate automatically upon the earliest of (i) an Event of Default, or (ii) the date on which all the Secured Obligations have been paid in full, full or (iii) the transfer of servicing to any entity approved by the LenderBorrower. (b) During the period the each Borrower is servicing If the Mortgage LoansLoans are serviced by the Borrower, (i) such the Borrower agrees that the Lender has a first priority perfected security interest in is the collateral assignee of all servicing records, including but not limited to any and all servicing agreements, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records or rights relating to or evidencing the servicing of such Mortgage Loans (the "Servicing Records"), and (ii) such the Borrower grants the Lender a security interest in all servicing fees and rights relating to the Mortgage Loans and all Servicing Records to secure the obligation of such the Borrower or its designee to service in conformity with this Section and any other obligation of such the Borrower to the Lender. The Borrowers covenant Borrower covenants to safeguard such Servicing Records and to deliver them promptly to the Lender or its designee (including the Custodian) at the Lender's request. It is understood and agreed by the parties that prior to an Event of Default, the Borrowers shall retain the servicing fees with respect to the Mortgage Loans. (c) If the Mortgage Loans are serviced by any other a third party servicer (such third party servicer, the "SubservicerServicer"), the applicable Borrower (i) shall provide a copy of the related servicing agreement with a properly executed Instruction Letter to the Lender at least three (3) Business Days prior to the applicable Funding Date or the date on which the Subservicer shall begin subservicing the Mortgage LoansLender, which shall be in the form and substance acceptable to the Lender (the "Servicing Agreement"); and (ii) hereby irrevocably assigns to the Lender and shall have obtained the written consent Lender's successors and assigns all right, title, interest of the Lender for such Subservicer Borrower in, to subservice and under, and the benefits of, any Servicing Agreement with respect to the Mortgage Loans. Initially, the Subservicer shall be Aames Funding. (d) The Borrowers agree that upon If the occurrence servicer of the Mortgage Loans is the Borrower or the Servicer is an Event Affiliate of Defaultthe Borrower, the Lender may terminate the Borrowers in their capacity as servicer and terminate any Servicing Agreement and transfer such servicing to the Lender or its designee, at no cost or expense to the Lender. In addition, each Borrower shall provide to the Lender an Instruction Letter a letter from such the Borrower or the Servicer, as the case may be, to the effect that upon the occurrence of an Event of Default, the Lender may terminate any Subservicer or Servicing Agreement and direct that collections with respect transfer servicing to its designee, at no cost or expense to the Mortgage Loans be remitted in accordance with Lender, it being agreed that the Lender's instructions. The Borrowers agree Borrower will pay any and all fees required to cooperate with terminate the Lender in connection with Servicing Agreement and to effectuate the transfer of servicing. (e) After servicing to the Funding Date, until the pledge of any Mortgage Loan is relinquished by the Custodian, the Borrowers will have no right to modify or alter the terms designee of the Mortgage Loan or consent to the modification or alteration of the terms of any Mortgage Loan, and the Borrowers will have no obligation or right to repossess any Mortgage Loan or substitute another Mortgage Loan, except as provided in any Custodial AgreementLender. (f) The Borrowers shall permit the Lender to inspect upon reasonable prior written notice (which shall be no more than five (5) Business Days prior to such date) at a mutually convenient time, the Borrowers' or their Affiliate's servicing facilities, as the case may be, for the purpose of satisfying the Lender that the Borrowers or their Affiliate, as the case may be, has the ability to service the Mortgage Loans as provided in this Warehouse Agreement. In addition, with respect to any Subservicer which is not an Affiliate of either Borrower, the applicable Borrower shall use its best efforts to enable the Lender to inspect the servicing facilities of such Subservicer.

Servicing. (a) The Borrowers covenant Borrower covenants to maintain or cause the servicing of the Mortgage Loans to be maintained in conformity with Accepted Servicing Practicesaccepted and prudent servicing practices in the industry for the same type of mortgage loans as the Mortgage Loans and in a manner at least equal in quality to the servicing the Borrower provides for mortgage loans which it owns. In the event that the preceding language is interpreted as constituting one or more servicing contracts, each such servicing contract shall terminate automatically upon the earliest of (i) an Event of Default, or (ii) the date on which all the Secured Obligations have been paid in full, full or (iii) the transfer of servicing to any entity approved by the LenderBorrower. (b) During the period the each Borrower is servicing If the Mortgage LoansLoans are serviced by the Borrower, (i) such the Borrower agrees that the Lender has a first priority perfected security interest in is the collateral assignee of all servicing records, including but not limited to any and all servicing agreements, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records or rights relating to or evidencing the servicing of such Mortgage Loans (the "Servicing RecordsSERVICING RECORDS"), and (ii) such the Borrower grants the Lender a security interest in all servicing fees and rights relating to the Mortgage Loans and all Servicing Records to secure the obligation of such the Borrower or its designee to service in conformity with this Section and any other obligation of such the Borrower to the Lender. The Borrowers covenant Borrower covenants to safeguard such Servicing Records and to deliver them promptly to the Lender or its designee (including the Custodian) at the Lender's request. It is understood and agreed by the parties that prior to an Event of Default, the Borrowers shall retain the servicing fees with respect to the Mortgage Loans. (c) If the Mortgage Loans are serviced by any other third party servicer (such third party servicer, the "Subservicer"), the applicable Borrower shall provide a copy of the related servicing agreement with a properly executed Instruction Letter to the Lender at least three (3) Business Days prior to the applicable Funding Date or the date on which the Subservicer shall begin subservicing the Mortgage Loans, which shall be in the form and substance acceptable to Lender (the "Servicing Agreement") and shall have obtained the written consent of the Lender for such Subservicer to subservice the Mortgage Loans. Initially, the Subservicer shall be Aames Funding. (d) The Borrowers agree that upon the occurrence of an Event of Default, the Lender may terminate the Borrowers in their capacity as servicer and terminate any Servicing Agreement and transfer such servicing to the Lender or its designee, at no cost or expense to the Lender. In addition, each Borrower shall provide to the Lender an Instruction Letter from such Borrower to the effect that upon the occurrence of an Event of Default, the Lender may terminate any Subservicer or Servicing Agreement and direct that collections with respect to the Mortgage Loans be remitted in accordance with the Lender's instructions. The Borrowers agree to cooperate with the Lender in connection with the transfer of servicing. (e) After the Funding Date, until the pledge of any Mortgage Loan is relinquished by the Custodian, the Borrowers will have no right to modify or alter the terms of the Mortgage Loan or consent to the modification or alteration of the terms of any Mortgage Loan, and the Borrowers will have no obligation or right to repossess any Mortgage Loan or substitute another Mortgage Loan, except as provided in any Custodial Agreement. (f) The Borrowers shall permit the Lender to inspect upon reasonable prior written notice (which shall be no more than five (5) Business Days prior to such date) at a mutually convenient time, the Borrowers' or their Affiliate's servicing facilities, as the case may be, for the purpose of satisfying the Lender that the Borrowers or their Affiliate, as the case may be, has the ability to service the Mortgage Loans as provided in this Warehouse Agreement. In addition, with respect to any Subservicer which is not an Affiliate of either Borrower, the applicable Borrower shall use its best efforts to enable the Lender to inspect the servicing facilities of such Subservicer.

Servicing. (a) The Borrowers covenant Each Borrower covenants to maintain or cause the servicing of the Mortgage Loans to be maintained in conformity with Accepted Servicing Practices. In the event that the preceding language is interpreted as constituting one or more servicing contracts, each such servicing contract shall terminate automatically upon the earliest of (i) an Event of Default, or (ii) the date on which all the Secured Obligations have been paid in full, or (iii) the transfer of servicing to any entity approved by the Lender. (b) During the period the each a Borrower is servicing the Mortgage Loans, (i) such Borrower agrees that Lender has a first priority perfected security interest in all servicing records, including but not limited to any and all servicing agreements, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records or rights relating to or evidencing the servicing of such Mortgage Loans (the "“Servicing Records"”), and (ii) such Borrower grants the Lender a security interest in all servicing fees and rights relating to the Mortgage Loans and all Servicing Records to secure the obligation of such Borrower or its designee to service in conformity with this Section and any other obligation of such Borrower to the Lender. The Borrowers covenant Each Borrower covenants to safeguard safeguard, such Servicing Records and to deliver them promptly to the Lender or its designee (including the Custodian) at the Lender's ’s request. It is understood and agreed by the parties that prior to an Event of Default, the Borrowers shall retain the servicing fees with respect to the Mortgage Loans. (c) If the Mortgage Loans are serviced by any other third party servicer (such third party servicer, the "“Subservicer"”), the applicable Borrower Borrowers shall provide a copy of the related servicing agreement with a properly executed Instruction Letter to the Lender at least three (3) Business Days prior to the applicable Funding Date or the date on which the Subservicer shall begin subservicing the Mortgage Loans, which shall be in the form and substance acceptable to Lender (the "“Servicing Agreement"”) and shall have obtained the written consent of the Lender for such Subservicer to subservice the Mortgage Loans. Initially, the Subservicer shall be Aames FundingFunding Corporation. (d) The Borrowers agree Each Borrower agrees that upon the occurrence of an Event of Default, the Lender may terminate the Borrowers related Borrower in their its capacity as servicer and terminate any Servicing Agreement and transfer such servicing to the Lender or its designee, at no cost or expense to the Lender. In addition, each Borrower shall provide to the Lender an Instruction Letter from such the related Borrower to the effect that upon the occurrence of an Event of Default, the Lender may terminate any Subservicer Subervicer or Servicing Agreement and direct that collections with respect to the Mortgage Loans be remitted in accordance with the Lender's ’s instructions. The Borrowers agree Each Borrower agrees to cooperate with the Lender in connection with the transfer of servicing. (e) After the Funding Date, until the pledge of any Mortgage Loan is relinquished by the Custodian, the Borrowers will have no right rights to modify or alter the terms of the Mortgage Loan or consent to the modification or alteration of the terms of any Mortgage Loan, and the Borrowers will have no obligation obligations or right rights to repossess any Mortgage Loan or substitute another Mortgage Loan, except as provided in any Custodial Agreement. (f) The Borrowers Each Borrower shall permit the Lender to inspect upon reasonable prior written notice (which shall be no more than five (5) Business Days prior to such date) at a mutually convenient time, the Borrowers' related Borrower’s or their its Affiliate's ’s servicing facilities, as the case may be, for the purpose of satisfying the Lender that the Borrowers such Borrower or their its Affiliate, as the case may be, has the ability to service the Mortgage Loans as provided in this Warehouse Loan Agreement. In addition, with respect to any Subservicer which is not an Affiliate of either the related Borrower, the applicable such Borrower shall use its best efforts to enable the Lender to inspect the servicing facilities of such Subservicer.

Servicing. (a) The Borrowers covenant to maintain or Notwithstanding the purchase and sale of the Purchased Mortgage Loans hereby, the applicable Seller shall cause the servicing of the Purchased Mortgage Loans to be maintained serviced by Servicer for the benefit of Buyer and, if Buyer shall exercise its rights to pledge or hypothecate the Purchased Mortgage Loan prior to the related Repurchase Date pursuant to Section 8, Buyer's assigns. The applicable Seller shall cause the Purchased Mortgage Loans to be serviced by Servicer in conformity accordance with Accepted Servicing Practices. In the event that the preceding language is interpreted as constituting one or more servicing contracts, each such servicing contract shall terminate automatically upon the earliest of (i) an Event of Default, or (ii) the date on which all the Secured Obligations have been paid in full, or (iii) the transfer of servicing to any entity approved by the Lender. (b) During the period the each Borrower is servicing the Mortgage Loans, (i) such Borrower Each Seller agrees that Lender has a first priority perfected security interest in Buyer is the owner of all servicing records, including but not limited to any and all servicing agreements, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance or guaranty coverage, insurance or guaranty policies, appraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of Purchased Mortgage Loans (the "Servicing Records"). Each Seller grants Buyer a security interest in all servicing fees and rights relating to the Purchased Mortgage Loans and all Servicing Records to secure the obligation of the applicable Seller or its designee to service in conformity with this Section and any other obligation of such Seller to Buyer. The applicable Seller will, and will cause each servicer and subservicer (i) to designate Buyer as the purchaser of each Purchased Mortgage Loan in its collateral tracking system and (ii) to segregate such Servicing Records from any and all servicing agreements, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records or rights relating to or evidencing the servicing of such Mortgage Loans (the "Servicing Records"), and (ii) such Borrower grants the Lender a security interest in all servicing fees and rights relating to the mortgage loans that are not Purchased Mortgage Loans and all Servicing Records to secure the obligation of such Borrower or its designee to service in conformity with this Section and any other obligation of such Borrower to the Lender. The Borrowers covenant to safeguard such Servicing Records and to deliver them promptly to the Lender Buyer or its designee (including the Custodian) at the LenderBuyer's request. It is understood and agreed by the parties that prior to an Event of Default, the Borrowers shall retain the servicing fees with respect to the Mortgage Loans. (c) If the Mortgage Loans are serviced by any other third party servicer (such third party servicer, the "Subservicer"), the applicable Borrower shall provide a copy of the related servicing agreement with a properly executed Instruction Letter to the Lender at least three (3) Business Days prior to the applicable Funding Date or the date on which the Subservicer shall begin subservicing the Mortgage Loans, which shall be in the form and substance acceptable to Lender (the "Servicing Agreement") and shall have obtained the written consent of the Lender for such Subservicer to subservice the Mortgage Loans. Initially, the Subservicer shall be Aames Funding. (d) The Borrowers agree that upon Upon the occurrence and continuance of an Event of Default, Buyer may, in its discretion, (i) sell its right to the Lender may Purchased Mortgage Loans on a servicing released basis or (ii) terminate the Borrowers in their capacity applicable Seller or Servicer as servicer of the Purchased Mortgage Loans with or without cause, in each case without payment of any termination fee. (d) Neither Seller shall employ other third-party servicers or sub-servicers to service the Purchased Mortgage Loans without the prior written consent of Buyer. (e) The applicable Seller shall cause any sub-servicer hereunder to execute a letter agreement with Buyer acknowledging Buyer's security interest and terminate any Servicing Agreement agreeing that, upon notice from Buyer (or Custodian on its behalf) that an Event of Default has occurred and transfer such servicing in continuing hereunder, it shall deposit all Income with respect to the Lender or its designee, at no cost or expense to Purchased Mortgage Loans in the Lender. In addition, each Borrower shall provide to the Lender an Instruction Letter from such Borrower to the effect that upon account specified in Section 5(a). (f) Upon the occurrence and continuance of an Event of Default, Buyer shall have the Lender right, in its sole discretion, to appoint a Backup Servicer that will (i) become the successor servicer of the Purchased Mortgage Loans or (ii) serve as a backup servicer of the Purchased Mortgage Loans until such time as Buyer shall elect to appoint the Backup Servicer as successor servicer of the Purchased Mortgage Loans. In connection with the appointment of a Backup Servicer, Buyer may terminate make such arrangements for the compensation of Backup Servicer out of Income on the Mortgage Loans or otherwise as Buyer and such Backup Servicer shall agree. If Backup Servicer is appointed to act as a "backup servicer" of the Purchased Mortgage Loans, the applicable Seller shall provide Backup Servicer with such data, files and information, in form, format and content as Backup Servicer may request, in order to permit Backup Servicer to service the Mortgage Loans in accordance with Accepted Servicing Practices; all such data, files and information shall be updated by such Seller on a monthly basis as required by Backup Servicer. (g) If Backup Servicer is appointed by Buyer to act as a successor servicer of the Purchased Mortgage Loans in accordance with Section 25(f), the applicable Seller (in its capacity as servicer hereunder) shall discharge its servicing duties and responsibilities during the period from the date it acquires knowledge of such transfer of servicing until the effective date thereof with the same degree of diligence and prudence that it is obligated to exercise under this Agreement, and shall take no action whatsoever that might impair or prejudice the rights or financial condition of Backup Servicer. Within five (5) Business Days of the appointment of Backup Servicer to act as successor servicer of the Mortgage Loans, the applicable Seller shall prepare, execute and deliver to Backup Servicer any Subservicer and all documents and other instruments, place in such successor's possession all Servicing Records, and do or Servicing Agreement cause to be done all other acts or things necessary or appropriate to effect the transfer of servicing to Backup Servicer, including but not limited to the transfer and direct that collections endorsement of the Mortgage Notes and related documents, and the preparation and recordation of Assignments of Mortgage. The applicable Seller shall cooperate with Buyer and Backup Servicer in effecting the transfer of servicing responsibilities to Backup Servicer, including execution and delivery of servicing transfer notices to Mortgagors, MERS (if applicable), taxing authorities and insurance companies, the transfer to Backup Servicer for administration by it of all Income with respect to the Mortgage Loans which shall at the time be remitted in accordance with held or received by the Lender's instructionsapplicable Seller. The Borrowers agree applicable Seller shall deliver immediately to cooperate with Backup Servicer the Lender funds in connection with the transfer of servicing. (e) After the Funding Date, until the pledge of any Backup Collection Account and Backup Escrow Account not held pursuant to Backup Collection Account Agreements and all other Income and escrow payments and all Mortgage Loan is relinquished documents and related documents and statements held by the Custodianit hereunder and such Seller shall account for all funds and shall execute and deliver such instruments and do such other things as may reasonably be required to more fully and definitively vest in Backup Servicer all such rights, the Borrowers will have no right to modify or alter the terms powers, duties, responsibilities, obligations and liabilities of such Seller as servicer of the Purchased Mortgage Loan or consent to the modification or alteration of the terms of any Mortgage Loan, and the Borrowers will have no obligation or right to repossess any Mortgage Loan or substitute another Mortgage Loan, except as provided in any Custodial AgreementLoans. (f) The Borrowers shall permit the Lender to inspect upon reasonable prior written notice (which shall be no more than five (5) Business Days prior to such date) at a mutually convenient time, the Borrowers' or their Affiliate's servicing facilities, as the case may be, for the purpose of satisfying the Lender that the Borrowers or their Affiliate, as the case may be, has the ability to service the Mortgage Loans as provided in this Warehouse Agreement. In addition, with respect to any Subservicer which is not an Affiliate of either Borrower, the applicable Borrower shall use its best efforts to enable the Lender to inspect the servicing facilities of such Subservicer.

Servicing. (a) The Borrowers covenant Seller covenants to maintain or cause the servicing of the Mortgage Purchased Loans to be maintained in conformity with Accepted Servicing PracticesPractices and pursuant to the related underlying Servicing Agreement. In the event that the preceding language is interpreted as constituting one or more servicing contracts, each such servicing contract shall terminate automatically upon the earliest of (i) the termination thereof by Buyer pursuant to subsection (d) below, (ii) thirty (30) days after the last Purchase Date of such Purchased Loan, (iii) a Default or an Event of Default, or (iiiv) the date on which all the Secured Obligations have been paid in full, or (iiiv) the transfer of servicing to any entity approved by Buyer and the Lenderassumption thereof by such entity. Upon any such termination, Seller shall comply with the requirements set forth in Section 13(hh) as to the delivery of the Servicing Records and the physical servicing of each Purchased Loan. (b) During the period the each Borrower Seller is servicing the Mortgage Purchased Loans, (i) such Borrower Seller agrees that Lender has a first priority perfected security interest in Buyer is the owner of the Servicing Rights and all servicing records, including but not limited to any and all servicing agreements, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records or rights relating to or evidencing the servicing of such Mortgage Loans (the "“Servicing Records"”), and (ii) such Borrower Seller grants the Lender Buyer a security interest in all servicing fees and rights relating to the Mortgage Purchased Loans and all Servicing Records to secure the obligation of such Borrower Seller or its designee to service in conformity with this Section 43 and any other obligation of Seller to Buyer. At all times during the term of this Agreement, Seller covenants to hold such Borrower Servicing Records in trust for Buyer and to the Lender. The Borrowers covenant safeguard, or cause each Subservicer to safeguard safeguard, such Servicing Records and to deliver them, or cause any such Subservicer to deliver them to the extent permitted under the related Servicing Agreement promptly to the Lender Buyer or its designee (including the Custodian) at the Lender's request. It is understood and agreed Buyer’s request or otherwise as required by the parties that prior to an Event of Default, the Borrowers shall retain the servicing fees with respect to the Mortgage Loans. (c) If the Mortgage Loans are serviced by any other third party servicer (such third party servicer, the "Subservicer"), the applicable Borrower shall provide a copy of the related servicing agreement with a properly executed Instruction Letter to the Lender at least three (3) Business Days prior to the applicable Funding Date or the date on which the Subservicer shall begin subservicing the Mortgage Loans, which shall be in the form and substance acceptable to Lender (the "Servicing Agreement") and shall have obtained the written consent of the Lender for such Subservicer to subservice the Mortgage Loans. Initially, the Subservicer shall be Aames Funding. (d) The Borrowers agree that upon the occurrence of an Event of Default, the Lender may terminate the Borrowers in their capacity as servicer and terminate any Servicing Agreement and transfer such servicing to the Lender or its designee, at no cost or expense to the Lender. In addition, each Borrower shall provide to the Lender an Instruction Letter from such Borrower to the effect that upon the occurrence of an Event of Default, the Lender may terminate any Subservicer or Servicing Agreement and direct that collections with respect to the Mortgage Loans be remitted in accordance with the Lender's instructions. The Borrowers agree to cooperate with the Lender in connection with the transfer of servicing. (e) After the Funding Date, until the pledge of any Mortgage Loan is relinquished by the Custodian, the Borrowers will have no right to modify or alter the terms of the Mortgage Loan or consent to the modification or alteration of the terms of any Mortgage Loan, and the Borrowers will have no obligation or right to repossess any Mortgage Loan or substitute another Mortgage Loan, except as provided in any Custodial Agreement. (f) The Borrowers shall permit the Lender to inspect upon reasonable prior written notice (which shall be no more than five (5) Business Days prior to such date) at a mutually convenient time, the Borrowers' or their Affiliate's servicing facilities, as the case may be, for the purpose of satisfying the Lender that the Borrowers or their Affiliate, as the case may be, has the ability to service the Mortgage Loans as provided in this Warehouse Agreement. In addition, with respect to any Subservicer which is not an Affiliate of either Borrower, the applicable Borrower shall use its best efforts to enable the Lender to inspect the servicing facilities of such Subservicer.operation of

Servicing. (a) Each servicer of any Purchased Asset (other than the Primary Servicer) shall service the Assets on behalf of Administrative Agent and Administrative Agent’s successors and assigns. The Borrowers covenant appointment of each servicer of any Purchased Asset (other than the Primary Servicer) shall be subject to maintain or the prior written consent of Administrative Agent, which consent shall be in Administrative Agent’s reasonable discretion. Seller shall cause each such servicer (including the servicing Primary Servicer) to service the Purchased Assets at Seller’s sole cost and on behalf of the Mortgage Loans to be maintained Administrative Agent in conformity accordance with Accepted Servicing Practices. In ; provided that, without prior written consent of Administrative Agent in its sole discretion as required by Article 7(e), no servicer (including the event that Primary Servicer) of any of the preceding language is interpreted as constituting one or more servicing contracts, each such servicing contract Purchased Assets shall terminate automatically upon the earliest of (i) an Event of Default, or (ii) the date on which all the Secured Obligations have been paid in full, or (iii) the transfer of servicing consent to any entity approved by the LenderSignificant Modification with respect to any Purchased Asset. (b) During the period the each Borrower is servicing the Mortgage Loans, (i) such Borrower Seller agrees that Lender has a first priority perfected security interest in Administrative Agent is the owner of all servicing records, including including, but not limited to to, any and all servicing agreementsagreements (including, without limitation, the Primary Servicing Agreement or any other servicing agreement relating to the servicing of any or all of the Purchased Assets) (collectively, the “Servicing Agreements”), files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisalsvaluations, other closing documentation, payment history records, and any other records or rights relating to or evidencing the servicing of such Mortgage Loans Purchased Assets (the "“Servicing Records"”), and (ii) such Borrower grants so long as the Lender a security interest in all servicing fees and rights relating Purchased Assets are subject to the Mortgage Loans and all Servicing Records to secure the obligation of such Borrower or its designee to service in conformity with this Section and any other obligation of such Borrower to the LenderAgreement. The Borrowers covenant Seller covenants to safeguard such Servicing Records and to deliver them promptly to the Lender Administrative Agent or its designee (including the Custodian) at the Lender's Administrative Agent’s request. It is understood and agreed by the parties that prior to an Event of Default, the Borrowers shall retain the servicing fees with respect to the Mortgage Loans. (c) If the Mortgage Loans are serviced by any other third party servicer (such third party servicer, the "Subservicer"), the applicable Borrower shall provide a copy of the related servicing agreement with a properly executed Instruction Letter to the Lender at least three (3) Business Days prior to the applicable Funding Date or the date on which the Subservicer shall begin subservicing the Mortgage Loans, which shall be in the form and substance acceptable to Lender (the "Servicing Agreement") and shall have obtained the written consent of the Lender for such Subservicer to subservice the Mortgage Loans. Initially, the Subservicer shall be Aames Funding. (d) The Borrowers agree that upon Upon the occurrence and during the continuance of an Event of Default, Administrative Agent may, in its sole discretion, (i) sell its right to the Lender may Purchased Assets on a servicing released basis and/or (ii) terminate Seller (as the Borrowers servicer), Primary Servicer or any other servicer or sub-servicer of the Purchased Assets with or without cause, in their capacity as each case without payment of any termination fee. (d) Seller shall not employ sub-servicers or any other servicer other than Primary Servicer pursuant to the Primary Servicing Agreement to service the Purchased Assets without the prior written approval of Administrative Agent, in Administrative Agent’s sole discretion. If the Purchased Assets are serviced by such Administrative Agent approved sub-servicer or any other servicer, Seller shall, irrevocably assign all rights, title and terminate any interest (if any) in the servicing agreements in the Purchased Assets to Administrative Agent. Seller shall cause all servicers and sub-servicers engaged by Seller to execute a Re-Direction Letter with Administrative Agent acknowledging the security interest of Administrative Agent and agreeing that each servicer and/or sub-servicer shall transfer all Income with respect to the Purchased Assets in accordance with the applicable Servicing Agreement and transfer so long as any Purchased Asset is subject to a Transaction hereunder, following notice from Administrative Agent to Seller and such servicing to the Lender or its designee, at no cost or expense to the Lender. In addition, each Borrower shall provide to the Lender an Instruction Letter from such Borrower to the effect that upon the occurrence servicer of an Event of DefaultDefault under this Agreement, the Lender may terminate any Subservicer each such servicer (including Primary Servicer) or Servicing Agreement and direct that collections sub-servicer shall take no action with respect to the Mortgage Loans be remitted in accordance with the Lender's instructions. The Borrowers agree to cooperate with the Lender in connection with the transfer of servicing. (e) After the Funding Date, until the pledge of any Mortgage Loan is relinquished by the Custodian, the Borrowers will have no right to modify or alter the terms of the Mortgage Loan or consent to the modification or alteration of the terms of any Mortgage Loan, and the Borrowers will have no obligation or right to repossess any Mortgage Loan or substitute another Mortgage Loan, except as provided in any Custodial Agreement. (f) The Borrowers shall permit the Lender to inspect upon reasonable prior written notice (which shall be no more than five (5) Business Days prior regard to such date) at a mutually convenient time, the Borrowers' or their Affiliate's servicing facilities, Purchased Asset other than as the case may be, for the purpose of satisfying the Lender that the Borrowers or their Affiliate, as the case may be, has the ability to service the Mortgage Loans as provided in this Warehouse Agreement. In addition, with respect to any Subservicer which is not an Affiliate of either Borrower, the applicable Borrower shall use its best efforts to enable the Lender to inspect the servicing facilities of such Subservicerspecifically directed by Administrative Agent.

Servicing. (a) The Borrowers covenant Borrower covenants to maintain or cause the servicing of the Mortgage Loans Assets to be maintained in conformity with accepted customary and prudent servicing practices in the industry for the same type of assets as the Assets and in a manner at least equal in quality to the servicing the Borrower provides for Assets which it owns ("Accepted Servicing Practices"). In the event that the preceding language is interpreted as constituting one or more servicing contracts, each such servicing contract shall terminate automatically upon the earliest earlier of (i) an Event of Default, or (ii) the date on which all the Secured Obligations have been paid in full, or (iii) the transfer of servicing to any entity approved by the LenderTermination Date. (b) During the period the each Borrower is servicing the Mortgage Loans, (i) such The Borrower agrees that the Lender has a first priority perfected security interest in is the collateral assignee of all servicing records, including but not limited to any and all servicing agreements, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records or rights relating to or evidencing the servicing of such Mortgage Loans Assets (the "Servicing Records"), and (ii) such the Borrower grants the Lender a security interest in all servicing fees and of the Borrower's rights relating to the Mortgage Loans Assets and all Servicing Records to secure the obligation of such the Borrower or its designee to service in conformity with this Section and any other obligation of such the Borrower to the Lender. The Borrowers covenant Borrower covenants to safeguard such Servicing Records and and, during the existence of an Event of Default, to deliver them promptly to the Lender or its designee (including the Custodian) at the Lender's request. It is understood and agreed by the parties that prior to an Event of Default, the Borrowers shall retain the servicing fees with respect to the Mortgage Loans. (c) If the Mortgage Loans are serviced by any other third party servicer (such third party servicer, the "Subservicer"), the applicable Borrower shall provide a copy of the related servicing agreement with a properly executed Instruction Letter to the Lender at least three (3) Business Days prior to the applicable Funding Date or the date on which the Subservicer shall begin subservicing the Mortgage Loans, which shall be in the form and substance acceptable to Lender (the "Servicing Agreement") and shall have obtained the written consent of the Lender for such Subservicer to subservice the Mortgage Loans. Initially, the Subservicer shall be Aames Funding. (d) The Borrowers agree that upon the occurrence of an Event of Default, the Lender may terminate the Borrowers in their capacity as servicer and terminate any Servicing Agreement and transfer such servicing to the Lender or its designee, at no cost or expense to the Lender. In addition, each Borrower shall provide to the Lender an Instruction Letter from such Borrower to the effect that upon the occurrence of an Event of Default, the Lender may terminate any Subservicer or Servicing Agreement and direct that collections with respect to the Mortgage Loans be remitted in accordance with the Lender's instructions. The Borrowers agree to cooperate with the Lender in connection with the transfer of servicing. (e) After the Funding Date, until the pledge of any Mortgage Loan Asset is relinquished by the Custodian, the Borrowers Borrower will have no right to materially modify or alter the terms of such Asset Documents except with the Mortgage Loan or prior written consent to the modification or alteration of the terms of any Mortgage LoanLender in its discretion, to be exercised in good faith, and the Borrowers Borrower will have no obligation or right to repossess any Mortgage Loan such Asset or substitute another Mortgage LoanAsset, except as provided in any the Custodial Agreement; provided, that the Borrower may enter into forbearance agreements or plans with Obligors consistent with its collection activities as servicer of the Assets and in conformity with Accepted Servicing Practices or take such other actions as are permitted under the Servicing Agreement. (fd) The Borrowers Borrower shall permit the Lender to inspect upon reasonable prior written notice (which shall be no more than five (5) Business Days prior to such date) at a mutually convenient time, the Borrowers' Borrower's or their its Affiliate's servicing facilities, as the case may be, for the purpose of satisfying the Lender that the Borrowers Borrower or their its Affiliate, as the case may be, has the ability to service the Mortgage Loans Assets as provided in this Warehouse Loan Agreement. In addition, with respect to any Subservicer which is not an Affiliate of either Borrower, the applicable Borrower shall use its best efforts to enable the Lender to inspect the servicing facilities of such Subservicer.

Servicing. With respect to Eligible Assets which are Mortgage Loans: (a1) The Borrowers covenant Each Borrower covenants to maintain or cause the servicing of the Mortgage Loans to be maintained in conformity with Accepted Servicing Practices. In accepted customary and prudent servicing practices in the event that industry for the preceding language is interpreted same type of mortgage loans as constituting one the Mortgage Loans and in a manner at least equal in quality to the servicing the Borrowers or more servicing contracts, each such servicing contract shall terminate automatically upon the earliest of (i) an Event of Default, or (ii) the date on which all the Secured Obligations have been paid in full, or (iii) the transfer of servicing to any entity approved by the Lender.Borrowers' designee provides for Mortgage (b2) During the period the each Borrower is servicing If the Mortgage LoansLoans are serviced by either Borrower, (i) such Borrower agrees that the Lender has a first priority perfected security interest in is the collateral assignee of all servicing records, including but not limited to any and all servicing agreements, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records or rights relating to or evidencing the servicing of such Mortgage Loans (the "Servicing Records"), and (ii) such Borrower grants the Lender a security interest in all servicing fees and of such Borrower's rights relating to the Mortgage Loans and all Servicing Records to secure the obligation of such Borrower or its designee to service in conformity with this Section and any other obligation of such Borrower to the Lender. The Borrowers covenant to safeguard such Servicing Records and to deliver them promptly to the Lender or its designee (including the Mortgage Custodian) at the Lender's request. It is understood and agreed by the parties that prior to an Event of Default, the Borrowers shall retain the servicing fees with respect to the Mortgage Loans. (c3) If the Mortgage Loans or Underlying Mortgage Loans are serviced by any other a third party servicer servicer, (such third party servicer, the "Subservicer"), the applicable Borrower Borrowers shall provide a copy of the related servicing agreement with a properly executed Instruction Letter to the Lender at least three (3) Business Days prior to the applicable Funding Date or the date on which the Subservicer shall begin subservicing the Mortgage LoansDate, which shall be in the form and substance acceptable to the Lender (the "Servicing Agreement") and shall have obtained the written consent of the Lender for such Subservicer to subservice the Mortgage Loans. Initially, the Subservicer shall be Aames Funding). (d4) The Borrowers agree that upon the occurrence of an Event of Default, the Lender may terminate the Borrowers in their capacity as servicer and terminate any Servicing Agreement and transfer such servicing to the Lender or its designee, at no cost or expense to the Lender. In addition, each Each Borrower shall provide to the Lender an Instruction Letter a letter from such Borrower or any Subservicer which is an Affiliate of such Borrower (which may be part of the Instruction Letter), as the case may be, to the effect that upon the occurrence of an Event of Default, the Lender may terminate any Subservicer or Servicing Agreement and direct that collections with respect transfer servicing to its designee, at no cost or expense to the Mortgage Loans be remitted in accordance with Lender, it being agreed that the Lender's instructions. The Borrowers agree will pay any and all fees required to cooperate with terminate the Lender in connection with Servicing Agreement and to effectuate the transfer of servicingservicing to the designee of the Lender. (e5) After the Funding Date, until the pledge of any Mortgage Loan is relinquished by the Mortgage Custodian, the Borrowers will have no right to modify or alter the terms of the such Mortgage Loan or except with the prior written consent to the modification or alteration of the terms of any Mortgage LoanLender, and the Borrowers will have no obligation or right to repossess any such Mortgage Loan or substitute another Mortgage Loan, except as provided in any the Mortgage Custodial Agreement; provided, that the Borrowers may enter into forbearance agreements or plans with Mortgagors consistent with its collection activities as servicer of the Mortgage Loans and in conformity with Accepted Servicing Practices. (f6) The Borrowers shall permit the Lender to inspect upon reasonable prior written notice (which shall be no more than five (5) Business Days prior to such date) at a mutually convenient time, the servicing facilities of the Borrowers' , their Affiliates, or their Affiliate's servicing facilities, any Subservicer which is its Affiliate of a Borrower as the case may be, for the purpose of satisfying the Lender that the Borrowers Borrowers, an Affiliate, or their Affiliatesuch Subservicer, as the case may be, has the ability to service the Mortgage Loans as provided in this Warehouse -141- 147 Loan Agreement. In addition, with With respect to any Subservicer which is not an Affiliate of either BorrowerAffiliate, the applicable Borrower Borrowers shall use its their best efforts to enable the Lender to inspect the servicing facilities of such Subservicer.

Servicing. (a) The Borrowers covenant Subject to Section 43(d) below, Seller covenants to maintain or cause the servicing of the Mortgage Purchased Loans to be maintained in conformity with Accepted Servicing PracticesPractices and pursuant to the related underlying Servicing Agreement. In the event that the preceding language is interpreted as constituting one or more servicing contracts, each such servicing contract shall terminate automatically upon the earliest of (i) the termination thereof by Buyer pursuant to subsection (d) below, (ii) thirty (30) days after the last Purchase Date of such Purchased Loan, (iii) a Default or an Event of Default, or (iiiv) the date on which all the Secured Obligations have been paid in full, or (iiiv) the transfer of servicing to any entity approved by Buyer and the Lenderassumption thereof by such entity or (vi) upon written notice from Buyer to Seller which may be provided by Buyer at any time in its sole discretion. (b) During the period the each Borrower Seller is servicing the Mortgage Purchased Loans, (i) such Borrower Seller agrees that Lender has a first priority perfected security interest in Buyer is the owner of all servicing recordsServicing Records, including but not limited to any and all servicing agreements, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records or rights relating to or evidencing the servicing of such Mortgage Loans (the "“Servicing Records"”), and (ii) such Borrower Seller grants the Lender Buyer a security interest in all servicing fees and rights relating to the Mortgage Purchased Loans and all Servicing Records to secure the obligation of such Borrower Seller or its designee to service in conformity with this Section 43 and any other obligation of Seller to Buyer. At all times during the term of this Agreement, Seller covenants to hold such Borrower Servicing Records in trust for Buyer and to the Lender. The Borrowers covenant safeguard, or cause each Subservicer to safeguard safeguard, such Servicing Records and to deliver them, or cause any such Subservicer to deliver them to the extent permitted under the related Servicing Agreement promptly to the Lender Buyer or its designee (including the Custodian) at the Lender's requestBuyer’s request or otherwise as required by operation of Section 13(hh) hereof. It is understood and agreed by the parties that prior to an Event of Default, the Borrowers Seller, as servicer shall retain the servicing fees with respect to the Mortgage Purchased Loans. (c) If the Mortgage Loans are any Loan that is proposed to be sold on a Purchase Date is serviced by any a servicer other third party servicer than Seller (such third party servicer, the "“Subservicer"”), or if the applicable Borrower servicing of any Purchased Loan is to be transferred to a Subservicer, Seller shall provide a copy of the related servicing agreement with a properly executed an Instruction Letter executed by such Subservicer (collectively, the “Servicing Agreement”) to the Lender Buyer at least three (3) Business Days prior to the applicable Funding such Purchase Date or the date on which the Subservicer shall begin subservicing the Mortgage Loanstransfer date, as applicable, which Servicing Agreement shall be in the form and substance acceptable to Lender (the "Servicing Agreement") and Buyer. In addition, Seller shall have obtained the prior written consent of the Lender Buyer for such Subservicer to subservice the Mortgage Loans, which consent may be withheld in Buyer’s sole discretion. All Subservicers shall be listed on Schedule 5 attached hereto. Initially, the Subservicer Seller shall be Aames Fundingnot use a Subservicer. (d) The Borrowers agree that Buyer shall have the right, exercisable at any time in its sole discretion, upon the occurrence written notice, to terminate any of an Event of Default, the Lender may terminate the Borrowers in their capacity Seller or Subservicer as servicer or subservicer, respectively of any of the Purchased Loans and terminate any related Servicing Agreement (to the extent permitted therein). Any Servicing Agreement shall be terminable at will by Buyer and shall be terminable under each of the conditions set forth in Section 13(hh) hereof. Upon any such termination, Seller shall transfer or shall cause the Subservicer to transfer such servicing with respect to the Lender such Purchased Loans to Buyer or its designee, at no cost or expense to the LenderBuyer. In addition, each Borrower shall provide to the Lender an Instruction Letter from such Borrower to the effect that upon the occurrence of an Event of Default, the Lender may terminate any Subservicer or Servicing Agreement and direct that collections with respect to the Mortgage Loans be remitted in accordance with the Lender's instructions. The Borrowers agree Seller agrees to cooperate with the Lender Buyer in connection with the transfer of servicing. (e) After the Funding Purchase Date, until the pledge of any Mortgage Loan is relinquished by the CustodianRepurchase Date, the Borrowers Seller will have no right to modify or alter the terms of the Mortgage Loan or consent to the modification or alteration of the terms of any Mortgage Loan, and the Borrowers Seller will have no obligation or right to repossess any Mortgage Loan or substitute another Mortgage Loan, except as provided in any Custodial Agreement. (f) The Borrowers Seller shall permit the Lender Buyer to inspect upon reasonable prior written notice (which shall be no more than five (5) Business Days prior to such date) at a mutually convenient time, the Borrowers' Seller’s or their its Affiliate's ’s servicing facilities, as the case may be, for the purpose of satisfying the Lender Buyer that the Borrowers Seller or their its Affiliate, as the case may be, has the ability to service the Mortgage Loans as provided in this Warehouse Agreement. In addition, with respect to any Subservicer which is not an Affiliate of either BorrowerSeller, the applicable Borrower Seller shall use its best efforts to enable the Lender Buyer to inspect the servicing facilities of such Subservicer.

Servicing. (a) The Borrowers covenant Each Seller covenants to maintain or cause the servicing of the Mortgage Loans to be maintained in conformity with Accepted Servicing PracticesPractices and pursuant to the related Servicing Agreement. In the event that the preceding language is interpreted as constituting one or more servicing contracts, each such servicing contract shall terminate automatically upon the earliest of (i) the termination thereof by Buyer pursuant to subsection (d) below, (ii) thirty (30) days after the last Purchase Date related to the applicable Certificates, (iii) a Default or an Event ​ ​ of Default, or (iiiv) the date on which all the Secured Obligations have been paid in full, or (iiiv) the transfer of servicing to any entity approved by Buyer and the Lenderassumption thereof by such entity. Upon any such termination, Sellers shall comply with the requirements set forth in Section 13(ee) as to the delivery of the Servicing Records and the physical servicing of each Loan. (b) During the period the each Borrower is servicing the Mortgage With respect to all Loans, (i) such Borrower agrees Sellers agree that Lender has a first priority perfected security interest in Buyer or the Trust, as applicable, is the owner of the Servicing Rights and all servicing recordsrecords with respect to the related Loans, including but not limited to any and all servicing agreements, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records or rights relating to or evidencing the servicing of such Mortgage Loans (the "“Servicing Records"”). At all times during the term of this Agreement, and (ii) Sellers covenant to hold or cause the Servicer to hold such Borrower grants the Lender a security interest in all servicing fees and rights relating to the Mortgage Loans and all Servicing Records in trust for Buyer and to secure the obligation of such Borrower safeguard, or its designee cause each Subservicer to service in conformity with this Section and any other obligation of such Borrower to the Lender. The Borrowers covenant to safeguard safeguard, such Servicing Records and to deliver them, or cause any such Subservicer to deliver them to the extent permitted under the related Servicing Agreement promptly to the Lender Buyer or its designee (including the Custodian) at the Lender's requestBuyer’s request or otherwise as required by operation of Section 13(ee) hereof. It is understood and agreed by the parties that prior to an Event of Default, the Borrowers applicable Servicer shall retain the servicing fees with respect to the Mortgage Loans. (c) If the Mortgage Loans are serviced by any other third party servicer (such third party servicer, the "Subservicer"), the applicable Borrower shall provide a copy of the related servicing agreement with a properly executed Instruction Letter to the Lender at least three (3) Business Days prior to the applicable Funding Date or the date on which the Subservicer shall begin subservicing the Mortgage Loans, which shall be in the form and substance acceptable to Lender (the "Servicing Agreement") and shall have obtained the written consent of the Lender for such Subservicer to subservice the Mortgage Loans. Initially, the Subservicer shall be Aames Funding. (d) The Borrowers agree that upon the occurrence of an Event of Default, the Lender may terminate the Borrowers in their capacity as servicer and terminate any Servicing Agreement and transfer such servicing to the Lender or its designee, at no cost or expense to the Lender. In addition, each Borrower shall provide to the Lender an Instruction Letter from such Borrower to the effect that upon the occurrence of an Event of Default, the Lender may terminate any Subservicer or Servicing Agreement and direct that collections with respect to the Mortgage Loans be remitted in accordance with the Lender's instructions. The Borrowers agree to cooperate with the Lender in connection with the transfer of servicing. (e) After the Funding Date, until the pledge of any Mortgage Loan is relinquished by the Custodian, the Borrowers will have no right to modify or alter the terms of the Mortgage Loan or consent to the modification or alteration of the terms of any Mortgage Loan, and the Borrowers will have no obligation or right to repossess any Mortgage Loan or substitute another Mortgage Loan, except as provided in any Custodial Agreement. (f) The Borrowers shall permit the Lender to inspect upon reasonable prior written notice (which shall be no more than five (5) Business Days prior to such date) at a mutually convenient time, the Borrowers' or their Affiliate's servicing facilities, as the case may be, for the purpose of satisfying the Lender that the Borrowers or their Affiliate, as the case may be, has the ability to service the Mortgage Loans as provided in this Warehouse Agreement. In addition, with respect to any Subservicer which is not an Affiliate of either Borrower, the applicable Borrower shall use its best efforts to enable the Lender to inspect the servicing facilities of such Subservicer.

Servicing. (a) The Borrowers covenant Each Borrower covenants to maintain or cause the servicing of the Mortgage Loans to be maintained in conformity with Accepted Servicing Practicesaccepted and prudent servicing practices in the industry for the same type of mortgage loans as the Mortgage Loans and in a manner at least equal in quality to the servicing each Borrower provides for mortgage loans which it owns. In the event that the preceding language is interpreted as constituting one or more servicing contracts, each such servicing contract shall terminate automatically upon the earliest of (i) an Event of Default, or (ii) the date on which all the Secured Obligations have been paid in full, full or (iii) the transfer of servicing to any entity approved by the LenderBorrowers. (b) During the period the each Borrower is servicing If the Mortgage LoansLoans are serviced by a Borrower, (i) such Borrower agrees that the Lender has a first priority perfected security interest in is the collateral assignee of all servicing records, including but not limited to any and all servicing agreements, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records or rights relating to or evidencing the servicing of such Mortgage Loans (the "Servicing Records"), and (ii) such Borrower grants the Lender a security interest in all servicing fees and rights relating to the Mortgage Loans and all Servicing Records to secure the obligation of such each Borrower or its designee to service in conformity with this Section and any other obligation of such Borrower the Borrowers to the Lender. The Borrowers covenant covenants to safeguard such Servicing Records and to deliver them promptly to the Lender or its designee (including the Custodian) at the Lender's request. It is understood and agreed by the parties that prior to an Event of Default, the Borrowers shall retain the servicing fees with respect to the Mortgage Loans. (c) If the Mortgage Loans are serviced by any other a third party servicer other than Aames Funding Corporation (such third party servicer, the "SubservicerServicer"), the applicable Borrower Borrowers (i) shall provide a copy of the related servicing agreement with a properly executed Instruction Letter to the Lender at least three (3) Business Days prior to the applicable Funding Date or the date on which the Subservicer shall begin subservicing the Mortgage LoansLender, which shall be in the form and substance acceptable to the Lender (the "Servicing Agreement"), and (ii) shall provide a Servicer Notice to the Servicer substantially in the form of Exhibit G hereto (a "Servicer Notice") and shall have obtained cause the written consent Servicer to acknowledge and agree to the same, and (iii) hereby irrevocably assigns to the Lender and the Lender's successors and assigns all right, title, interest of the Lender for such Subservicer Borrowers in, to subservice and under, and the benefits of, any Servicing Agreement with respect to the Mortgage Loans. Initially, Any successor to the Subservicer Master Servicer shall be Aames Fundingapproved in writing by the Lender and shall acknowledge and agree to a Servicer Notice prior to such successor's assumption of servicing obligations with respect to the Mortgage Loans. (d) The Borrowers agree that upon If the occurrence servicer of the Mortgage Loans is a Borrower or the Servicer is an Event Affiliate of Defaulta Borrower, the Lender may terminate the Borrowers in their capacity as servicer and terminate any Servicing Agreement and transfer such servicing to the Lender or its designee, at no cost or expense to the Lender. In addition, each Borrower shall provide to the Lender an Instruction Letter a letter from such Borrower the Borrowers or the Servicer, as the case may be, to the effect that upon the occurrence of an Event of Default, the Lender may terminate any Subservicer or Servicing Agreement and direct that collections with respect in any event transfer servicing to the Mortgage Loans be remitted in accordance with the Lender's instructions. The designee, at no cost or expense to the Lender, it being agreed that the Borrowers agree will pay any and all fees required to cooperate with terminate the Lender in connection with Servicing Agreement and to effectuate the transfer of servicingservicing to the designee of the Lender. (e) After the Funding Date, until the pledge of any Mortgage Loan is relinquished by the Custodian, the Borrowers will have no right to modify or alter the terms of the such Mortgage Loan or consent to the modification or alteration of the terms of any Mortgage Loan, and the Borrowers will have no obligation or right to repossess any such Mortgage Loan or substitute another Mortgage Loan, except as provided in any the Custodial Agreement. (f) The Borrowers In the event a Borrower or its Affiliate is servicing the Mortgage Loans, such Borrower shall permit the Lender to inspect upon reasonable prior written notice (which shall be no more than five (5) Business Days prior to such date) at a mutually convenient time, the Borrowers' Borrower's or their its Affiliate's servicing facilities, as the case may be, for the purpose of satisfying the Lender that the Borrowers such Borrower or their its Affiliate, as the case may be, has the ability to service the Mortgage Loans as provided in this Warehouse Loan Agreement. In addition, with respect to any Subservicer which is not an Affiliate of either Borrower, the applicable Borrower shall use its best efforts to enable the Lender to inspect the servicing facilities of such Subservicer.

Servicing. (a) The Borrowers covenant Borrower covenants to maintain or cause the servicing of the Mortgage Loans to be maintained in conformity with Accepted Servicing Practicesaccepted and prudent servicing practices in the industry for the same type of mortgage loans as the Mortgage Loans and in a manner at least equal in quality to the servicing the Borrower provides for mortgage loans which it owns. In the event that the preceding language is interpreted as constituting one or more servicing contracts, each such servicing contract shall terminate automatically upon the earliest of (i) an Event of Default, or (ii) the date on which all the Secured Obligations have been paid in full, full or (iii) the transfer of servicing to any entity approved by the LenderBorrower. (b) During the period the each Borrower is servicing If the Mortgage LoansLoans are serviced by the Borrower, (i) such the Borrower agrees that the Lender has a first priority perfected security interest in is the collateral assignee of all servicing records, including but not limited to any and all servicing agreements, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records or rights relating to or evidencing the servicing of such Mortgage Loans (the "Servicing Records"), and (ii) such the Borrower grants the Lender a security interest in all servicing fees and rights relating to the Mortgage Loans and all Servicing Records to secure the obligation of such the Borrower or its designee to service in conformity with this Section and any other obligation of such the Borrower to the Lender. The Borrowers covenant Borrower covenants to safeguard such Servicing Records and to deliver them promptly to the Lender or its designee (including the Custodian) at the Lender's request. It is understood and agreed by the parties that prior to an Event of Default, the Borrowers shall retain the servicing fees with respect to the Mortgage Loans. (c) If the Mortgage Loans are serviced by any other a third party servicer (such third party servicer, the "SubservicerServicer"), the applicable Borrower (i) shall provide a copy of the related servicing agreement with a properly executed Instruction Letter to the Lender at least three (3) Business Days prior to the applicable Funding Date or the date on which the Subservicer shall begin subservicing the Mortgage LoansLender, which shall be in the form and substance reasonably acceptable to the Lender (the "Servicing Agreement"); and (ii) hereby irrevocably assigns to the Lender and shall have obtained the written consent Lender's successors and assigns all right, title, interest of the Lender for such Subservicer Borrower in, to subservice and under, and the benefits of, any Servicing Agreement with respect to the Mortgage Loans. InitiallyThe Lender hereby approves ERE Yarmouth, as the Subservicer initial Servicer, and the terms of the Existing Servicing Agreement and the Existing Advisory Agreement. Any amendments to such agreements which materially increase the fees payable by the Borrower or materially modify the Servicer's rights or obligations under the Existing Servicing Agreement shall be Aames Fundingsubject to the Lender's approval, which shall not be unreasonably withheld. (d) The Borrowers agree that upon If the occurrence servicer of the Mortgage Loans is the Borrower or the Servicer is an Event Affiliate of Defaultthe Borrower, the Lender may terminate the Borrowers in their capacity as servicer and terminate any Servicing Agreement and transfer such servicing to the Lender or its designee, at no cost or expense to the Lender. In addition, each Borrower shall provide to the Lender an Instruction Letter a letter from such the Borrower or the Servicer, as the case may be, to the effect that upon the occurrence of an Event of Default, the Lender may terminate any Subservicer or Servicing Agreement and direct that collections with respect transfer servicing to its designee, at no cost or expense to the Mortgage Loans be remitted in accordance with Lender, it being agreed that the Lender's instructions. The Borrowers agree Borrower will pay any and all fees required to cooperate with terminate the Lender in connection with Servicing Agreement and to effectuate the transfer of servicingservicing to the designee of the Lender. (e) After the Funding Date, until the pledge of any Mortgage Loan is relinquished by the Custodian, the Borrowers Borrower will have no right to modify or alter the terms of the such Mortgage Loan or consent to the modification or alteration of the terms of any Mortgage Loan, and the Borrowers Borrower will have no obligation or right to repossess any such Mortgage Loan or substitute another Mortgage Loan, except as provided in any the Custodial Agreement. (f) The Borrowers In the event the Borrower or its Affiliate is servicing the Mortgage Loans, the Borrower shall permit the Lender to inspect upon reasonable prior written notice (which shall be no more than five (5) Business Days prior to such date) at a mutually convenient time, the Borrowers' Borrower's or their its Affiliate's servicing facilities, as the case may be, for the purpose of satisfying the Lender that the Borrowers Borrower or their its Affiliate, as the case may be, has the ability to service the Mortgage Loans as provided in this Warehouse Loan Agreement. In addition, with respect to any Subservicer which is not an Affiliate of either Borrower, the applicable Borrower shall use its best efforts to enable the Lender to inspect the servicing facilities of such Subservicer.

Servicing. (a) The Borrowers covenant Borrower covenants to maintain or cause the servicing of the Mortgage Loans to be maintained in conformity with Accepted Servicing Practicesaccepted and prudent servicing practices in the industry for the same type of mortgage loans as the Mortgage Loans and in a manner at least equal in quality to the servicing the Borrower provides for mortgage loans which it owns. In the event that the preceding language is interpreted as constituting one or more servicing contracts, each such servicing contract shall terminate automatically upon the earliest of (i) an Event of Default, or (ii) the date on which all the Secured Obligations have been paid in full, full or (iii) the transfer of servicing to any entity approved by the LenderBorrower in writing. The Lender hereby approves New Century Mortgage Corporation, an Affiliate of the Borrower, as the initial Servicer of the Mortgage Loans. (b) During the period the each Borrower is servicing If the Mortgage LoansLoans are serviced by the Borrower, (i) such the Borrower agrees that the Lender has a first priority perfected security interest in is the collateral assignee of all servicing records, including but not limited to any and all servicing agreements, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records or rights relating to or evidencing the servicing of such Mortgage Loans (the "Servicing Records"), and (ii) such the Borrower grants the Lender a security interest in all servicing fees and rights relating to the Mortgage Loans and all Servicing Records to secure the obligation of such the Borrower or its designee to service in conformity with this Section and any other obligation of such the Borrower to the Lender. The Borrowers covenant Borrower covenants to safeguard such Servicing Records and to deliver them promptly to the Lender or its designee (including the Custodian) at the Lender's request. It is understood and agreed by the parties that prior to an Event of Default, the Borrowers shall retain the servicing fees with respect to the Mortgage Loans. (c) If the Mortgage Loans are serviced by any other a third party servicer (such third party servicer, the "SubservicerServicer"), the applicable Borrower (i) shall provide a copy of the related servicing agreement with a properly executed Instruction Letter to the Lender at least three (3) Business Days prior to the applicable Funding Date or the date on which the Subservicer shall begin subservicing the Mortgage LoansLender, which shall be in the form and substance acceptable to the Lender (the "Servicing Agreement"), and (ii) shall provide a Servicer Notice to the Servicer substantially in the form of Exhibit G hereto (a "Servicer Notice") and shall have obtained cause the written consent Servicer to acknowledge and agree to the same. Any successor or assignee of a Servicer shall be approved in writing by the Lender for and shall acknowledge and agree to a Servicer Notice prior to such Subservicer successor's assumption of servicing obligations with respect to subservice the Mortgage Loans. Initially, the Subservicer shall be Aames Funding. (d) The Borrowers agree that upon If the occurrence servicer of the Mortgage Loans is the Borrower or the Servicer is an Event Affiliate of Defaultthe Borrower, the Lender may terminate the Borrowers in their capacity as servicer and terminate any Servicing Agreement and transfer such servicing to the Lender or its designee, at no cost or expense to the Lender. In addition, each Borrower shall provide to the Lender an Instruction Letter a letter from such the Borrower or the Servicer, as the case may be, to the effect that upon the occurrence of an Event of Default, the Lender may terminate any Subservicer or Servicing Agreement and direct that collections with respect in any event transfer servicing to the Mortgage Loans be remitted in accordance with the Lender's instructions. The Borrowers agree designee, at no cost or expense to cooperate with the Lender in connection with Lender, it being agreed that the Borrower will pay any and all fees required to terminate the Servicing Agreement and to effectuate the transfer of servicingservicing to the designee of the Lender. (e) After the Funding Date, until the pledge of any Mortgage Loan is relinquished by the Custodian, (i) the Borrowers will have no right to modify or alter the terms of the Mortgage Loan or consent Borrower shall give prior written notice to the Lender of any proposed modification or alteration of to the terms of any such Mortgage LoanLoan and unless the Borrower shall have received the Lender's written approval of such modification or alteration within five (5) Business Days thereafter, in the event the Borrower nevertheless makes such modification or alteration to the terms of such Mortgage Loan thereafter, such Mortgage Loan shall thereupon have a Collateral Value equal to zero, and (ii) the Borrowers Borrower will have no obligation or right to repossess any such Mortgage Loan or substitute another Mortgage Loan, except as provided in any the Custodial Agreement. (f) The Borrowers In the event the Borrower or its Affiliate is servicing the Mortgage Loans, the Borrower shall permit the Lender from time to time during business hours and upon prior reasonable notice (provided that if a Default shall have occurred and be continuing, no such notice shall be required) to inspect upon reasonable prior written notice (which shall be no more than five (5) Business Days prior to such date) at a mutually convenient time, the Borrowers' Borrower's or their its Affiliate's servicing facilities, as the case may be, for the purpose of satisfying the Lender that the Borrowers Borrower or their its Affiliate, as the case may be, has the ability to service the Mortgage Loans as provided in this Warehouse Loan Agreement. In addition, with respect to any Subservicer which is not an Affiliate of either Borrower, the applicable . (g) The Borrower shall use its best efforts ensure that the Servicer will maintain the Servicer's System in a manner that permits the Servicer to enable the Lender to inspect the servicing facilities of such Subservicerbe Year 2000 Compliant.

Servicing. (a) The Borrowers covenant Subject to subsection (d) below, the Seller covenants to maintain or cause the servicing of the Mortgage Purchased Loans to be maintained in conformity with Accepted Servicing PracticesPractices and pursuant to the related underlying Servicing Agreement, if any. In the event that the preceding language is interpreted as constituting one or more servicing contracts, each such servicing contract shall terminate automatically upon the earliest of (i) the termination thereof by Buyer pursuant to subsection (d) below, (ii) thirty one (31) days after the last Purchase Date of such Purchased Loan, (iii) a Default or an Event of Default, or (iiiv) the date on which all the Secured Obligations have been paid in full, or (iiiv) the transfer of servicing to any entity approved by Buyer and the Lenderassumption thereof by such entity. (b) During the period the each Borrower Seller is servicing the Mortgage LoansPurchased Loans for Buyer, (i) such Borrower the Seller agrees that Lender has a first priority perfected security interest in Buyer is the owner of all servicing recordsServicing Records relating to Purchased Loans that have not been repurchased, including but not limited to any and all servicing agreements, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records or rights relating to or evidencing the servicing of such Mortgage Loans (the "“Servicing Records"”), and (ii) such Borrower the Seller grants the Lender Buyer a security interest in all servicing fees and rights relating to the Mortgage Purchased Loans that have not been repurchased and all Servicing Records to secure the obligation of such Borrower the Seller or its designee to service in conformity with this Section 42 and any other obligation of the Seller to Buyer. At all times during the term of this Agreement, the Seller covenants to hold such Borrower Servicing Records in trust for Buyer and to the Lender. The Borrowers covenant safeguard, or cause each Subservicer to safeguard safeguard, such Servicing Records and to deliver them, or cause any such Subservicer to deliver them to the extent permitted under the related Servicing Agreement promptly to the Lender Buyer or its designee (including the Custodian) at the Lender's Buyer’s reasonable request. It is understood and agreed by the parties that prior to an Event of Default, the Borrowers Seller, as servicer shall retain the servicing fees with respect to the Mortgage Purchased Loans. (c) If the Mortgage Loans are serviced by any other third party servicer (such third party servicer, the "Subservicer"), the applicable Borrower shall provide a copy of the related servicing agreement with a properly executed Instruction Letter to the Lender at least three (3) Business Days prior to the applicable Funding Date or the date on which the Subservicer shall begin subservicing the Mortgage Loans, which shall be in the form and substance acceptable to Lender (the "Servicing Agreement") and shall have obtained the written consent of the Lender for such Subservicer to subservice the Mortgage Loans. Initially, the Subservicer shall be Aames Funding. (d) The Borrowers agree that upon the occurrence of an Event of Default, the Lender may terminate the Borrowers in their capacity as servicer and terminate any Servicing Agreement and transfer such servicing to the Lender or its designee, at no cost or expense to the Lender. In addition, each Borrower shall provide to the Lender an Instruction Letter from such Borrower to the effect that upon the occurrence of an Event of Default, the Lender may terminate any Subservicer or Servicing Agreement and direct that collections with respect to the Mortgage Loans be remitted in accordance with the Lender's instructions. The Borrowers agree to cooperate with the Lender in connection with the transfer of servicing. (e) After the Funding Date, until the pledge of any Mortgage Loan is relinquished by the Custodian, the Borrowers will have no right to modify or alter the terms of the Mortgage Loan or consent to the modification or alteration of the terms of any Mortgage Loan, and the Borrowers will have no obligation or right to repossess any Mortgage Loan or substitute another Mortgage Loan, except as provided in any Custodial Agreement. (f) The Borrowers shall permit the Lender to inspect upon reasonable prior written notice (which shall be no more than five (5) Business Days prior to such date) at a mutually convenient time, the Borrowers' or their Affiliate's servicing facilities, as the case may be, for the purpose of satisfying the Lender that the Borrowers or their Affiliate, as the case may be, has the ability to service the Mortgage Loans as provided in this Warehouse Agreement. In addition, with respect to any Subservicer which is not an Affiliate of either Borrower, the applicable Borrower shall use its best efforts to enable the Lender to inspect the servicing facilities of such Subservicer.

Servicing. (a) The Borrowers covenant Notwithstanding the purchase and sale of the Purchased Loans hereby, Seller, Sponsor or an Affiliate of the Sponsor controlled by the Sponsor shall continue to maintain service the Purchased Loans for the benefit of Buyer and, if Buyer shall exercise its rights to pledge or hypothecate the Purchased Loans prior to the Repurchase Date pursuant to Section 8, Buyer's assigns; provided, however, -------- ------- that the obligations of Seller or Sponsor or an Affiliate of Sponsor to service any of the Purchased Loans shall cease, at Seller's option, upon the payment by Seller to Buyer of the Repurchase Price therefor. Seller shall service or cause the servicing of servicer to service the Mortgage Purchased Loans to be maintained in conformity accordance with Accepted Servicing Practices. In the event that the preceding language is interpreted as constituting one or more servicing contracts, each such servicing contract shall terminate automatically upon the earliest of (i) an Event of Default, or (ii) the date on which all the Secured Obligations have been paid in full, or (iii) the transfer of servicing to any entity approved by the Lender. (b) During the period the each Borrower is servicing the Mortgage Loans, (i) such Borrower Seller agrees that Lender has a first priority perfected security interest in Buyer is the owner of all servicing records, including but not limited to any and all servicing agreementsagreements (the "Servicing --------- Agreements"), files, documents, records, data bases, computer tapes, copies of ---------- computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records or rights relating to or evidencing the servicing of such Mortgage Purchased Loans (the "Servicing --------- Records"), and (ii) such Borrower so long as the Purchased Loans are subject to this Agreement. Seller ------- grants the Lender Buyer a security interest in all servicing fees and rights relating to the Mortgage Purchased Loans and all Servicing Records to secure the obligation of such Borrower the Seller or its designee to service in conformity with this Section and any other obligation of such Borrower Seller to the LenderBuyer. The Borrowers covenant Seller covenants to safeguard such Servicing Records and to deliver them promptly to the Lender Buyer or its designee (including the Custodian) at the LenderBuyer's request. It is understood and agreed by the parties that prior to an Event of Default, the Borrowers shall retain the servicing fees with respect to the Mortgage Loans. (c) If the Mortgage Loans are serviced by any other third party servicer (such third party servicer, the "Subservicer"), the applicable Borrower shall provide a copy of the related servicing agreement with a properly executed Instruction Letter to the Lender at least three (3) Business Days prior to the applicable Funding Date or the date on which the Subservicer shall begin subservicing the Mortgage Loans, which shall be in the form and substance acceptable to Lender (the "Servicing Agreement") and shall have obtained the written consent of the Lender for such Subservicer to subservice the Mortgage Loans. Initially, the Subservicer shall be Aames Funding. (d) The Borrowers agree that upon Upon the occurrence and continuance of an Event of Default, Buyer may, in its sole discretion, (i) sell its right to the Lender may Purchased Loans on a servicing released basis or (ii) terminate the Borrowers Seller or any sub-servicer of the Purchased Loans with or without cause, in their capacity as servicer each case without payment of any termination fee. (d) Seller shall not employ sub-servicers (other than the Sponsor or an Affiliate controlled by the Sponsor) to service the Purchased Loans without the prior written approval of Buyer. If the Purchased Loans are serviced by a sub- servicer, Seller shall irrevocably assign all rights, title and terminate any interest in the Servicing Agreement and transfer such servicing Agreements in the Purchased Loans to the Lender or its designee, at no cost or expense to the Lender. In addition, each Borrower shall provide to the Lender an Instruction Letter from such Borrower to the effect that upon the occurrence of an Event of Default, the Lender may terminate any Subservicer or Servicing Agreement and direct that collections with respect to the Mortgage Loans be remitted in accordance with the Lender's instructions. The Borrowers agree to cooperate with the Lender in connection with the transfer of servicingBuyer. (e) After the Funding Date, until the pledge of Seller shall cause any Mortgage Loan is relinquished sub-servicers engaged by the Custodian, the Borrowers will have no right Seller to modify or alter the terms of the Mortgage Loan or consent execute a letter agreement with Buyer acknowledging Buyer's security interest and agreeing that it shall deposit all Income with respect to the modification or alteration of Purchased Loans in the terms of any Mortgage Loan, and the Borrowers will have no obligation or right to repossess any Mortgage Loan or substitute another Mortgage Loan, except as provided in any Custodial AgreementCash Management Account. (f) The Borrowers shall permit the Lender to inspect upon reasonable prior written notice (which shall be no more than five (5) Business Days prior to such date) at a mutually convenient time, the Borrowers' or their Affiliate's payment of servicing facilities, as the case may be, for the purpose of satisfying the Lender that the Borrowers or their Affiliate, as the case may be, has the ability to service the Mortgage Loans as provided in this Warehouse Agreement. In addition, fees with respect to Purchased Loans shall be subordinate to payment of amounts outstanding under any Subservicer which is not an Affiliate of either Borrower, the applicable Borrower shall use its best efforts to enable the Lender to inspect the servicing facilities of such SubservicerTransaction and this Agreement.

Servicing. (a) The Borrowers covenant Subject to subsection (d) below, the Guarantor covenants to maintain or cause the servicing of the Mortgage Loans Underlying Assets to be maintained in conformity with Accepted Servicing PracticesPractices and pursuant to the related underlying Servicing Agreement, if any. In the event that the preceding language is interpreted as constituting one or more servicing contracts, each such servicing contract shall terminate automatically upon the earliest of (i) an Event of Defaultthe termination thereof by Buyer pursuant to subsection (d) below, or (ii) the date on which all the Secured Obligations have been paid in full, or (iii) the transfer of servicing to any entity approved by Buyer and the Lenderassumption thereof by such entity. (b) During the period the each Borrower Guarantor is servicing the Mortgage LoansUnderlying Assets for Buyer, (i) such Borrower the Guarantor agrees that Lender has a first priority perfected security interest in Buyer is the owner of all servicing recordsServicing Records relating to Underlying Assets that have not been repurchased, including but not limited to any and all servicing agreements, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records or rights relating to or evidencing the servicing of such Mortgage Underlying Loans (the "“Servicing Records"”), and (ii) such Borrower the Guarantor grants the Lender Buyer a security interest in all servicing fees and rights relating to the Mortgage Loans Underlying Assets that have not been repurchased and all Servicing Records to secure the obligation of such Borrower the Guarantor or its designee to service in conformity with this Section 42 and any other obligation of the Guarantor to Buyer, and (iii) Guarantor shall (or if Guarantor is not the Servicer, shall cause the Servicer to) deposit all collections received on account of the Underlying Loans in accordance with the provisions of Section 7. At all times during the term of this Agreement, the Guarantor covenants to hold such Borrower Servicing Records in trust for Buyer and to the Lender. The Borrowers covenant safeguard, or cause each Subservicer to safeguard safeguard, such Servicing Records and to deliver them, or cause any such Subservicer to deliver them to the extent permitted under the related Servicing Agreement promptly to the Lender Buyer or its designee (including the Custodian) at the Lender's Buyer’s reasonable request. It is understood and agreed by the parties that prior to an Event of Default, the Borrowers Guarantor, as servicer shall retain the servicing fees with respect to the Mortgage LoansUnderlying Assets. (c) If the Mortgage Loans are any Underlying Loan that is proposed to be sold on a Purchase Date is serviced by a servicer other than the Guarantor (a “Subservicer”), or if the servicing of any other third party servicer (such third party servicerUnderlying Asset is to be transferred to a Subservicer, the "Subservicer"), the applicable Borrower Guarantor shall provide a copy of the related servicing agreement with a properly executed and an Instruction Letter executed by such Subservicer (collectively, the “Servicing Agreement”) to the Lender Buyer at least three one (31) Business Days Day prior to the applicable Funding such Purchase Date or the date on which the Subservicer shall begin subservicing the Mortgage Loanstransfer date, as applicable, which Servicing Agreement shall be in the form and substance reasonably acceptable to Lender (Buyer. In addition, the "Servicing Agreement") and Guarantor shall have obtained the prior written consent of the Lender Buyer for such Subservicer to subservice the Mortgage Underlying Loans. Initially, the Subservicer shall which consent may not unreasonably be Aames Fundingwithheld or delayed. (d) The Borrowers agree that upon the occurrence of an Event of Default, the Lender may terminate the Borrowers in their capacity as servicer and terminate any Servicing Agreement and transfer such servicing to the Lender or its designee, at no cost or expense to the Lender. In addition, each Borrower shall provide to the Lender an Instruction Letter from such Borrower to the effect that upon the occurrence of an Event of Default, the Lender may terminate any Subservicer or Servicing Agreement and direct that collections with respect to the Mortgage Loans be remitted in accordance with the Lender's instructions. The Borrowers agree to cooperate with the Lender in connection with the transfer of servicing. (e) After the Funding Purchase Date, until the pledge of any Mortgage Loan is relinquished by the CustodianRepurchase Date, the Borrowers Guarantor will have no right to modify or alter the terms of the Mortgage Underlying Loan or consent to the modification or alteration of the terms of any Mortgage Underlying Loan, except as required by law, Agency Guidelines, FHA Regulations, requirements for VA Loans, Rural Housing Service Regulations, Accepted Servicing Practices, any Program Documents or other requirements, and the Borrowers Guarantor will have no obligation or right to repossess any Mortgage Underlying Loan or substitute another Mortgage Underlying Loan, except as provided in any Custodial Agreement or any Program Document, including, without limitation, Section 16 of this Agreement. (fe) The Borrowers Guarantor shall permit the Lender Buyer to inspect upon reasonable prior written notice (which shall be no more than five (5) Business Days prior to such date) at a mutually convenient time, time the Borrowers' or their Affiliate's Guarantor’s servicing facilities, as the case may be, for the purpose of satisfying the Lender Buyer that the Borrowers or their Affiliate, as the case may be, Guarantor has the ability to service the Mortgage Underlying Loans as provided in this Warehouse Agreement. In addition, with respect to any Subservicer which is not an Affiliate of either Borrowerthe Guarantor, the applicable Borrower Guarantor shall use its best efforts to enable the Lender Buyer to inspect the servicing facilities of such Subservicer. (f) Guarantor retains no economic rights to the servicing of the Underlying Assets; provided that Guarantor shall continue to service the Underlying Assets hereunder as part of its Obligations hereunder. As such, Guarantor expressly acknowledges that the Underlying Assets are sold to Buyer on a “servicing released” basis. (g) Servicer shall subservice such Underlying Assets on behalf of Buyer for a term commencing as of the related Purchase Date and which shall automatically terminate without notice on the earlier of (a) thirty (30) days after the related Purchase Date, or if longer, the term of the relevant Transaction, or the Repurchase Date set forth in the applicable Confirmation with respect to a Underlying Asset or (b) the Repurchase Date with respect to a Underlying Asset (such term, the “Servicing Term”). If the Servicing Term expires with respect to any Underlying Asset for any reason other than Guarantor repurchasing such Underlying Asset, then such Servicing Term shall automatically terminate if not renewed by Buyer; provided, that Buyer shall be deemed to have renewed such Servicing Term if Buyer enters into a new Transaction or extends the Transaction, in respect of such Underlying Asset. In connection with any such renewal, Servicer shall continue to interim service the Underlying Assets for a thirty (30) day extension period, an additional Servicing Term, (an “Extension Period”). For the avoidance of doubt, upon expiration of the Servicing Term (including the expiration of any Extension Period) with respect to any Underlying Asset, Guarantor shall have no right to service the related Underlying Asset nor shall Buyer have any obligation to extend the Servicing Term (or continue to extend the Servicing Term). Buyer shall have the right to immediately terminate the Servicer at any time following the occurrence of any event described in Section 19 hereof (a “Servicer Termination Event”). If such Servicing Term is not extended by Buyer or if Buyer has terminated Servicer as a result of a Servicer Termination Event, Servicer shall transfer such servicing to Buyer or its designee at no cost or expense to Buyer. Servicer shall hold or cause to be held all Escrow Payments collected with respect to the Underlying Assets it is subservicing on behalf of Buyer in segregated accounts for the sole benefit of the Mortgagors and shall apply the same for the purposes for which such funds were collected. If Servicer should discover that, for any reason whatsoever, it has failed to perform fully its servicing obligations with respect to the Underlying Assets it is subservicing on behalf of Buyer, Guarantor shall promptly notify Buyer.

Servicing. (a) The Borrowers covenant Borrower covenants to maintain or cause the servicing of the Mortgage Loans Collateral to be maintained with respect to each type of Collateral pledged to Agent hereunder in conformity with Accepted Servicing Practices. In accepted and prudent servicing practices in the event that industry for such same type of Collateral and in a manner at least equal in quality to the preceding language is interpreted as constituting one or more servicing contracts, each Borrower provides for assets similar to such servicing contract shall terminate automatically upon the earliest of (i) an Event of Default, or (ii) the date on Collateral which all the Secured Obligations have been paid in full, or (iii) the transfer of servicing to any entity approved by the Lenderit owns. (b) During If the period the each Borrower Collateral, or any portion thereof, is servicing the Mortgage Loans, serviced by Borrower, (i) such Borrower agrees that Lender has a first priority perfected security interest in Agent is the collateral assignee of all servicing records, including but not limited to any and all servicing agreements, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records or rights relating to or evidencing the servicing of such Mortgage Loans Collateral (the "Servicing Records"), and (ii) such Borrower grants the Lender Agent a security interest in all servicing fees and rights relating to the Mortgage Loans such Collateral and all Servicing Records to secure the obligation of such Borrower or its designee to service in conformity with this Section section and any other obligation of such Borrower to Agent and the LenderLenders. The Borrowers covenant Borrower covenants to safeguard such Servicing Records and to deliver them promptly to the Lender Agent or its designee (including the Custodian) at the Lender's upon Agents request. It is understood and agreed by the parties that prior to an Event of Default, the Borrowers shall retain the servicing fees with respect to the Mortgage Loans. (c) If the Mortgage Loans are Collateral, or any portion thereof, is serviced by any other a third party servicer Servicer, Borrower (such third party servicer, the "Subservicer"), the applicable Borrower i) shall provide a copy of the related servicing agreement with a properly executed Instruction Letter to the Lender at least three (3) Business Days prior to the applicable Funding Date or the date on which the Subservicer shall begin subservicing the Mortgage LoansAgent, which shall be in the form and substance acceptable to Lender Agent (the "Servicing Agreement"); and (ii) hereby irrevocably assigns to Agent and shall have obtained Agents successors and assigns all right, title, interest of Borrower in, to and under, and the written consent of benefits of, any Servicing Agreement with respect to such Collateral. Any successor to the Lender for such Subservicer to subservice the Mortgage Loans. Initially, the Subservicer Servicer shall be Aames Fundingapproved in writing by the Agent prior to such successor's assumption of servicing obligations with respect to such Collateral. (d) The Borrowers agree that upon the occurrence of an Event of Default, the Lender may terminate the Borrowers in their capacity as servicer and terminate any Servicing Agreement and transfer such servicing to the Lender or its designee, at no cost or expense to the Lender. In addition, each Borrower shall provide to Agent a letter from Borrower (if Borrower is the Lender an Instruction Letter from such Borrower Servicer) or the Servicer, as the case may be, to the effect that upon the occurrence of an Event of Default, the Lender Agent may terminate any Subservicer or Servicing Agreement and direct transfer servicing to its designee, at no cost or expense to Agent, it being agreed that collections with respect Borrower will pay any and all fees required to terminate the Mortgage Loans be remitted in accordance with the Lender's instructions. The Borrowers agree Servicing Agreement and to cooperate with the Lender in connection with effectuate the transfer of servicingservicing to the designee of Agent. (e) After the Funding Date, until the pledge of any Mortgage Loan is relinquished by the Custodian, the Borrowers will have no right to modify or alter the terms of the Mortgage Loan or consent to the modification or alteration of the terms of any Mortgage Loan, and the Borrowers will have no obligation or right to repossess any Mortgage Loan or substitute another Mortgage Loan, except as provided in any Custodial Agreement. (f) The Borrowers shall permit the Lender to inspect upon reasonable prior written notice (which shall be no more than five (5) Business Days prior to such date) at a mutually convenient time, the Borrowers' or their Affiliate's servicing facilities, as the case may be, for the purpose of satisfying the Lender that the Borrowers or their Affiliate, as the case may be, has the ability to service the Mortgage Loans as provided in this Warehouse Agreement. In addition, with respect to any Subservicer which is not an Affiliate of either Borrower, the applicable Borrower shall use its best efforts cause the Servicer to enable the Lender provide a copy of each report notice sent to inspect the servicing facilities of such SubservicerBorrower to be sent to Agent concurrently therewith.

Servicing. (a) The Borrowers covenant a. Seller covenants to maintain or cause the servicing of the Mortgage Loans Purchased Assets to be maintained in conformity with Accepted Servicing Practices. In ; provided, that if any Purchased Asset becomes a Specially Serviced Purchased Asset, Seller acknowledges and agrees that Buyer, in its sole discretion and without any consent or consultation from Seller, has the event right to consent to the appointment of any Special Servicer that the preceding language is interpreted as constituting one or more servicing contracts, each such servicing contract shall terminate automatically upon the earliest of not (i) an Event of Default, or a special servicer set forth on Schedule 6 hereto and (ii) the date on which all the Secured Obligations have been paid in full, or (iii) the transfer of servicing to any entity approved by the LenderS&P’s Select Servicer List as a U.S. Commercial Mortgage Special Servicer. (b) During b. If the period the each Borrower is servicing the Mortgage LoansPurchased Assets are serviced by Seller, (i) such Borrower Seller agrees that Lender has a first priority perfected security interest in Buyer is the owner of all servicing records, including but not limited to any and all servicing agreements, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records or rights relating to or evidencing the servicing of such Mortgage Loans the Purchased Assets (the "“Servicing Records"”), and (ii) such Borrower grants the Lender a security interest in all servicing fees and rights relating to the Mortgage Loans and all Servicing Records to secure the obligation of such Borrower or its designee to service in conformity with this Section and any other obligation of such Borrower to the Lender. The Borrowers covenant Seller covenants to safeguard such Servicing Records and to deliver them promptly to the Lender Buyer or its designee (including the Custodian) at the Lender's Buyer’s request. It is understood and agreed by the parties that prior to an Event of Default, the Borrowers shall retain the servicing fees with respect to the Mortgage Loans. (c) c. If the Mortgage Loans Purchased Assets are serviced by any other third party servicer a Third Party Servicer, Seller (such third party serviceri) shall, the "Subservicer"in accordance with Section (3)(b)(7), the applicable Borrower shall provide a copy of the related servicing agreement with a properly executed Instruction Letter to the Lender at least three (3) Business Days prior to the applicable Funding Date or the date on which the Subservicer shall begin subservicing the Mortgage LoansBuyer, which shall be in the form and substance reasonably acceptable to Lender Buyer (the "“Servicing Agreement") ”), and shall have obtained provide a Servicer Notice to Buyer substantially in the written consent form of Exhibit F hereto, fully executed by Seller and the applicable Servicer; and (ii) hereby irrevocably assigns to Buyer and Buyer’s successors and assigns all right, title and interest of Seller in, to and under, and the benefits of, any Servicing Agreement with respect to the Purchased Assets. Seller agrees that no Person shall assume the servicing obligations with respect to the Purchased Assets as successor to the applicable Servicer unless such successor is approved in writing by Buyer prior to such assumption of servicing obligations. Each such servicing contract shall terminate automatically upon the earliest of (i) the date on which this Agreement terminates or (ii) the transfer of servicing approved by Buyer. d. If the servicer of the Lender for such Subservicer to subservice the Mortgage Loans. InitiallyPurchased Assets is Seller, the Subservicer shall be Aames Funding. (d) The Borrowers agree that upon the occurrence of an Event of Default, Buyer shall have the Lender may right to terminate the Borrowers in their capacity Seller as servicer and terminate any Servicing Agreement of the Purchased Assets and transfer such servicing to the Lender or its designeeBuyer’s designated Servicer, at no cost or expense to Buyer, at any time thereafter. If a Servicer of the Lender. In additionPurchased Assets is not Seller, each Borrower Buyer shall provide to have the Lender an Instruction Letter from such Borrower to right, as contemplated in the effect that applicable Servicer Notice, upon the occurrence of an Event of Default, the Lender may to terminate any Subservicer or applicable Servicing Agreement and direct transfer servicing to Buyer’s designated Servicer, at no cost or expense to Buyer, it being agreed that collections with respect Seller will pay any and all fees required to the Mortgage Loans be remitted in accordance with the Lender's instructions. The Borrowers agree terminate such Servicing Agreement and to cooperate with the Lender in connection with effectuate the transfer of servicingservicing to Buyer’s designated Servicer, as well as any servicing fees and expenses payable to such Servicer. (e) e. After the Funding Purchase Date, until the pledge repurchase of any Mortgage Loan is relinquished by Purchased Asset, Seller shall have the Custodian, the Borrowers will have no right to modify or alter the terms of the Mortgage Loan or consent to the modification or alteration of the terms of any Mortgage Loan, and the Borrowers will have no obligation or right to repossess any Mortgage Loan or substitute another Mortgage Loan, except as provided such Purchased Asset in any Custodial Agreementaccordance with Accepted Servicing Practices. (f) The Borrowers f. In the event Seller or its Affiliate is servicing the Purchased Assets, Seller shall permit the Lender Buyer, upon two (2) Business Day’s notice, during normal business hours, to inspect upon reasonable prior written notice (which shall be no more than five (5) Business Days prior to such date) at a mutually convenient time, the Borrowers' Seller’s or their its Affiliate's ’s servicing facilities, as the case may be, for the purpose of satisfying the Lender Buyer that the Borrowers Seller or their its Affiliate, as the case may be, has the ability to service the Mortgage Loans Purchased Assets as provided in this Warehouse Agreement. In addition, with respect to any Subservicer which is not an Affiliate of either Borrower, the applicable Borrower shall use its best efforts to enable the Lender to inspect the servicing facilities of such Subservicer.

Servicing. With respect to Eligible Assets which are Mortgage Loans: (a) The Borrowers covenant Each Borrower covenants to maintain or cause the servicing of the Mortgage Loans to be maintained in conformity with accepted customary and prudent servicing practices in the industry for the same type of mortgage loans as the Mortgage Loans and in a manner at least equal in quality to the servicing the Borrowers or the Borrowers' designee provides for Mortgage Loans which they own ("Accepted Servicing Practices"). In the event that the preceding language is interpreted as constituting one or more servicing contracts, each such servicing contract shall terminate automatically upon the earliest earlier of (i) an Event of Default, or (ii) the date on which all the Secured Obligations have been paid in full, or (iii) the transfer of servicing to any entity approved by the LenderTermination Date. (b) During the period the each Borrower is servicing If the Mortgage LoansLoans are serviced by either Borrower, (i) such Borrower agrees that the Lender has a first priority perfected security interest in is the collateral assignee of all servicing records, including but not limited to any and all servicing agreements, files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records or rights relating to or evidencing the servicing of such Mortgage Loans (the "Servicing Records"), and (ii) such Borrower grants the Lender a security interest in all servicing fees and of such Borrower's rights relating to the Mortgage Loans and all Servicing Records to secure the obligation of such Borrower or its designee to service in conformity with this Section and any other obligation of such Borrower to the Lender. The Borrowers covenant to safeguard such Servicing Records and to deliver them promptly to the Lender or its designee (including the Mortgage Custodian) at the Lender's request. It is understood and agreed by the parties that prior to an Event of Default, the Borrowers shall retain the servicing fees with respect to the Mortgage Loans. (c) If the Mortgage Loans or Underlying Mortgage Loans are serviced by any other a third party servicer servicer, (such third party servicer, the "Subservicer"), the applicable Borrower Borrowers shall provide a copy of the related servicing agreement with a properly executed Instruction Letter to the Lender at least three (3) Business Days prior to the applicable Funding Date or the date on which the Subservicer shall begin subservicing the Mortgage LoansDate, which shall be in the form and substance acceptable to the Lender (the "Servicing Agreement") and shall have obtained the written consent of the Lender for such Subservicer to subservice the Mortgage Loans. Initially, the Subservicer shall be Aames Funding). (d) The Borrowers agree that upon the occurrence of an Event of Default, the Lender may terminate the Borrowers in their capacity as servicer and terminate any Servicing Agreement and transfer such servicing to the Lender or its designee, at no cost or expense to the Lender. In addition, each Each Borrower shall provide to the Lender an Instruction Letter a letter from such Borrower or any Subservicer which is an Affiliate of such Borrower (which may be part of the Instruction Letter), as the case may be, to the effect that upon the occurrence of an Event of Default, the Lender may terminate any Subservicer or Servicing Agreement and direct that collections with respect transfer servicing to its designee, at no cost or expense to the Mortgage Loans be remitted in accordance with Lender, it being agreed that the Lender's instructions. The Borrowers agree will pay any and all fees required to cooperate with terminate the Lender in connection with Servicing Agreement and to effectuate the transfer of servicingservicing to the designee of the Lender. (e) After the Funding Date, until the pledge of any Mortgage Loan is relinquished by the Mortgage Custodian, the Borrowers will have no right to modify or alter the terms of the such Mortgage Loan or except with the prior written consent to the modification or alteration of the terms of any Mortgage LoanLender, and the Borrowers will have no obligation or right to repossess any such Mortgage Loan or substitute another Mortgage Loan, except as provided in any the Mortgage Custodial Agreement; provided, that the Borrowers may enter into forbearance agreements or plans with Mortgagors consistent with its collection activities as servicer of the Mortgage Loans and in conformity with Accepted Servicing Practices. (f) The Borrowers shall permit the Lender to inspect upon reasonable prior written notice (which shall be no more than five (5) Business Days prior to such date) at a mutually convenient time, the servicing facilities of the Borrowers' , their Affiliates, or their Affiliate's servicing facilities, any Subservicer which is its Affiliate of a Borrower as the case may -66- 72 be, for the purpose of satisfying the Lender that the Borrowers Borrowers, an Affiliate, or their Affiliatesuch Subservicer, as the case may be, has the ability to service the Mortgage Loans as provided in this Warehouse Loan Agreement. In addition, with With respect to any Subservicer which is not an Affiliate of either BorrowerAffiliate, the applicable Borrower Borrowers shall use its their best efforts to enable the Lender to inspect the servicing facilities of such Subservicer.

Servicing. (a) The Borrowers covenant Notwithstanding the purchase and sale of the Purchased Loans hereby, Seller shall continue to maintain cause the Purchased Loans to be serviced for the benefit of Buyer and, if Buyer shall exercise its rights to pledge or hypothecate the Purchased Loans prior to the Repurchase Date pursuant to Section 7, Buyer's assigns. Seller shall service or cause the servicing of servicer to service the Mortgage Purchased Loans to be maintained in conformity accordance with Accepted Servicing Practices. In the event that the preceding language is interpreted as constituting one or more servicing contracts, each such servicing contract shall terminate automatically upon the earliest of (i) an Event of Default, or (ii) the date on which all the Secured Obligations have been paid in full, or (iii) the transfer of servicing to any entity Practices approved by Buyer and maintained by other prudent mortgage lenders with respect to mortgage loans similar to the LenderPurchased Loans. (b) During the period the each Borrower is servicing the Mortgage Loans, (i) such Borrower Seller agrees that Lender has a first priority perfected security interest in Buyer is the owner of all servicing records, including but not limited to any and all servicing agreementsagreements (the "Servicing Agreements"), files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records or rights relating to or evidencing the servicing of such Mortgage Purchased Loans (the "Servicing Records"), and (ii) such Borrower so long as the Purchased Loans are subject to this Agreement. Seller grants the Lender Buyer a security interest in all servicing fees and rights of Seller relating to the Mortgage Purchased Loans and all Servicing Records to secure the obligation of such Borrower Seller or its designee to service in conformity with this Section and any other obligation of such Borrower Seller to the LenderBuyer. The Borrowers covenant Seller covenants to safeguard such Servicing Records and to deliver them promptly to the Lender Buyer or its designee (including the Custodian) at the LenderBuyer's request. It is understood and agreed by the parties that prior to an Event of Default, the Borrowers shall retain the servicing fees with respect to the Mortgage Loans. (c) If Seller shall provide to Buyer on a monthly basis, or more frequently at the Mortgage Loans request of Buyer, any and all information that is pertinent or related to the assessment and valuation of loans that are serviced by included in Purchased Loans, as or when received or available from Seller. Such information includes, but is not limited to, property operating statements, rent rolls, financial statements and other financial reports for each Purchased Loan, as well as any other third party servicer (such third party servicer, information or events affecting the "Subservicer"), the applicable Borrower shall provide a copy interests in or valuation of the related servicing agreement with a properly executed Instruction Letter to the Lender at least three (3) Business Days prior to the applicable Funding Date or the date on which the Subservicer shall begin subservicing the Mortgage Purchased Loans, which shall be in the form and substance acceptable to Lender (the "Servicing Agreement") and shall have obtained the written consent of the Lender for such Subservicer to subservice the Mortgage Loans. Initially, the Subservicer shall be Aames Funding. (d) The Borrowers agree that upon Upon the occurrence and continuance of an Event of Default, the Lender may terminate the Borrowers Buyer may, in their capacity as servicer and terminate any Servicing Agreement and transfer such servicing its sole discretion, (i) sell its right to the Lender Purchased Loans on a servicing released basis or its designee(ii) terminate Seller or any sub-servicer of the Purchased Loans with or without cause, at no cost or expense to the Lender. In addition, in each Borrower shall provide to the Lender an Instruction Letter from such Borrower to the effect that upon the occurrence case without payment of an Event of Default, the Lender may terminate any Subservicer or Servicing Agreement and direct that collections with respect to the Mortgage Loans be remitted in accordance with the Lender's instructions. The Borrowers agree to cooperate with the Lender in connection with the transfer of servicingtermination fee. (e) After Seller shall not employ sub-servicers to service the Funding DatePurchased Loans without the prior written approval of Buyer which approval shall not be unreasonably withheld. If the Purchased Loans are serviced by a sub-servicer, until Seller shall irrevocably assign all rights, title and interest in the pledge of any Mortgage Loan is relinquished by Servicing Agreements in the Custodian, the Borrowers will have no right Purchased Loans to modify or alter the terms of the Mortgage Loan or consent to the modification or alteration of the terms of any Mortgage Loan, and the Borrowers will have no obligation or right to repossess any Mortgage Loan or substitute another Mortgage Loan, except as provided in any Custodial AgreementBuyer. (f) The Borrowers Seller shall permit the Lender cause any sub-servicers engaged by Seller to inspect upon reasonable prior written notice (which execute a letter agreement with Buyer acknowledging Buyer's security interest and agreeing that it shall be no more than five (5) Business Days prior to such date) at a mutually convenient time, the Borrowers' or their Affiliate's servicing facilities, as the case may be, for the purpose of satisfying the Lender that the Borrowers or their Affiliate, as the case may be, has the ability to service the Mortgage Loans as provided in this Warehouse Agreement. In addition, deposit all Income with respect to any Subservicer which is not an Affiliate of either Borrower, the applicable Borrower shall use its best efforts to enable Purchased Loans in the Lender to inspect Collection Account. (g) To the extent permitted under the servicing facilities agreement the payment of such Subservicerservicing fees shall be subordinate to payment of amounts outstanding under any Transaction and this Agreement. (h) The servicer and Seller may not enter into any modification or extension agreement without the written consent or approval of Buyer.

Servicing. (a) The Borrowers covenant Borrower covenants to maintain or cause the servicing of the Mortgage Underlying Loans to be maintained in conformity with Accepted Servicing Practices. In the event that the preceding language is interpreted as constituting one or more servicing contracts, each such servicing contract shall terminate automatically upon the earliest of (i) an Event of Defaultapplicable law, or (ii) the date on which all the Secured Obligations have been paid in fullterms of this Loan Agreement, or (iii) the transfer terms of the Servicing Agreement, (iv) the terms of the respective Underlying Loans and any related intercreditor agreement, co-lender and/or similar agreement(s) and (v) to the extent consistent with the foregoing, the Servicing Standard. Borrower shall obtain the written consent of Lender prior to appointing any servicer for the Underlying Loans, which consent shall not be unreasonably withheld, conditioned or delayed. Borrower shall provide Lender with written notice at least ten (10) Business Days prior to terminating any servicer, terminating any servicing agreement (including the Servicing Agreement) or removing any Underlying Loan from the serviced loans subject to a servicing agreement. In connection with any entity approved by such termination or removal, Borrower shall, at least five (5) Business Days prior to such termination or removal, cause a new Servicing Instruction Letter to be delivered which shall instruct any servicer, obligor, lock-box bank, cash management bank, manager or other party responsible for remitting amounts to Borrower under the LenderUnderlying Loans to pay all amounts payable to Borrower under the Underlying Loans to the Collection Account. (b) During the period the each Borrower is servicing the Mortgage Loans, (i) such Borrower agrees that Lender has a first priority perfected security interest in is the collateral assignee of all servicing records, including but not limited to any and all servicing agreements, management agreements, rent rolls, leases, environmental and engineering reports, third-party underlying reports, files, documents, records, legal opinions, estoppels, financial statements, operating statements, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records or rights relating to or evidencing the servicing of such Mortgage the Underlying Loans (but excluding any draft documents, attorney/client communications which are privileged or constitute legal or other due diligence analyses, and documents prepared by Borrower or any of its Affiliates solely for internal communication, credit underwriting or due diligence) (the "“Servicing Records"”), and (ii) such Borrower grants the Lender a security interest in all servicing fees and of Borrower’s rights relating to the Mortgage Underlying Loans and all Servicing Records to secure the obligation of such Borrower or its designee to service in conformity with this Section and any other obligation of such Borrower to the Lender. The Borrowers covenant Borrower covenants to safeguard such Servicing Records and and, during the existence of an Event of Default, to deliver them promptly to the Lender or its designee (including the Custodian) at the Lender's ’s request. It is understood and agreed by the parties that prior to an Event of Default, the Borrowers shall retain the servicing fees with respect to the Mortgage Loans. (c) If the Mortgage Loans are serviced by any other third party servicer (such third party servicer, the "Subservicer"), the applicable Borrower shall provide a copy of the related servicing agreement with a properly executed Instruction Letter to the Lender at least three (3) Business Days prior to the applicable Funding Date or the date on which the Subservicer shall begin subservicing the Mortgage Loans, which shall be in the form and substance acceptable to Lender (the "Servicing Agreement") and shall have obtained the written consent of the Lender for such Subservicer to subservice the Mortgage Loans. Initially, the Subservicer shall be Aames Funding. (d) The Borrowers agree that upon the occurrence of an Event of Default, the Lender may terminate the Borrowers in their capacity as servicer and terminate any Servicing Agreement and transfer such servicing to the Lender or its designee, at no cost or expense to the Lender. In addition, each Borrower shall provide to the Lender an Instruction Letter from such Borrower to the effect that upon the occurrence of an Event of Default, the Lender may terminate any Subservicer or Servicing Agreement and direct that collections with respect to the Mortgage Loans be remitted in accordance with the Lender's instructions. The Borrowers agree to cooperate with the Lender in connection with the transfer of servicing. (e) After the Funding Date, until the pledge of any Mortgage Loan is relinquished by the Custodian, the Borrowers will have no right to modify or alter the terms of the Mortgage Loan or consent to the modification or alteration of the terms of any Mortgage Loan, and the Borrowers will have no obligation or right to repossess any Mortgage Loan or substitute another Mortgage Loan, except as provided in any Custodial Agreement. (f) The Borrowers shall permit the Lender to inspect upon reasonable prior written notice (which shall be no more than five (5) Business Days prior to such date) at a mutually convenient time, the Borrowers' or their Affiliate's servicing facilities, as the case may be, for the purpose of satisfying the Lender that the Borrowers or their Affiliate, as the case may be, has the ability to service the Mortgage Loans as provided in this Warehouse Agreement. In addition, with respect to any Subservicer which is not an Affiliate of either Borrower, the applicable Borrower shall use its best efforts to enable the Lender to inspect the servicing facilities of such Subservicer.

Servicing. (a) The Borrowers Each Borrower covenant to maintain or cause the servicing of the Mortgage Loans to be maintained in conformity with Accepted Servicing Practicesaccepted and prudent servicing practices in the industry for the same type of mortgage loans as the Mortgage Loans and in a manner at least equal in quality to the servicing the Borrowers provide for mortgage loans which it owns. In the event that the preceding language is interpreted as constituting one or more servicing contracts, each such servicing contract shall terminate automatically upon the earliest of (i) an Event of Default, or (ii) the date on which all the Secured Obligations have been paid in full, full or (iii) the transfer of servicing to any entity approved by the LenderBorrowers. (b) During the period the each Borrower is servicing If the Mortgage LoansLoans are serviced by a Borrower, (i) such Borrower agrees that Lender has a first priority perfected security interest in the Agent is the collateral assignee of all servicing records, including but not limited to any and all servicing agreements, files, documents, records, data bases, computer tapesfiles, copies of computer tapesfiles, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records or rights relating to or evidencing the servicing of such Mortgage Loans (the "Servicing Records"), and (ii) such Borrower grants the Lender Agent, for the ratable benefit of the Lenders, a security interest in all servicing fees and rights relating to the Mortgage Loans and all Servicing Records to secure the obligation of such each Borrower or its designee to service in conformity with this Section and any other obligation of such Borrower the Borrowers to the LenderLenders. The Borrowers covenant to safeguard such Servicing Records and to deliver them promptly to the Lender Agent or its designee (including the Custodian) at the LenderAgent's request. It is understood and agreed by the parties that prior to an Event of Default, the Borrowers shall retain the servicing fees with respect to the Mortgage Loans. (c) If the Mortgage Loans are serviced by any other a third party servicer (such third party servicer, the "SubservicerServicer"), the applicable Borrower Borrowers (i) shall provide a copy of the related servicing agreement with a properly executed Instruction Letter to the Lender at least three (3) Business Days prior to the applicable Funding Date or the date on which the Subservicer shall begin subservicing the Mortgage LoansAgent, which shall be in the form and substance acceptable to Lender the Agent (the "Servicing Agreement"), (ii) shall provide a Servicer Notice to the Servicer substantially in the form of Exhibit H hereto (a "Servicer Notice") and shall have obtained cause the written consent Servicer to acknowledge and agree to the same and (iii) hereby irrevocably assigns to the Lender and the Lender's successors and assigns all right, title and interest of the Lender for such Subservicer Borrowers in, to subservice and under, and the benefits of, any Servicing Agreement with respect to the Mortgage Loans. Initially, the Subservicer Any successor or assignee of a Servicer shall be Aames Fundingapproved in writing by the Agent and shall acknowledge and agree to a Servicer Notice and Agreement prior to such successor's assumption of servicing obligations with respect to the Mortgage Loans. (d) The Borrowers agree that upon If the occurrence Servicer of the Mortgage Loans is a Borrower or the Servicer is an Event Affiliate of Defaulta Borrower, the Lender may terminate the Borrowers in their capacity as servicer and terminate any Servicing Agreement and transfer such servicing to the Lender or its designee, at no cost or expense to the Lender. In addition, each Borrower shall provide to the Lender an Instruction Letter Agent a letter from such the Borrower or the Servicer, as the case may be, to the effect that upon the occurrence of an Event of Default, the Lender Agent may terminate any Subservicer or Servicing Agreement and direct that collections with respect in any event transfer servicing to the Mortgage Loans be remitted in accordance with Agent's designee, at no cost or expense to the Lender's instructions. The Agent, it being agreed that the Borrowers agree will pay any and all fees required to cooperate with terminate the Lender in connection with Servicing Agreement and to effectuate the transfer of servicingservicing to the designee of the Agent. (e) After the Funding Date, until the pledge of any Mortgage Loan is relinquished by the Custodian, the Borrowers will have no right to modify or alter the terms of the such Mortgage Loan or consent to the modification or alteration of the terms of any Mortgage Loan, and the Borrowers will have no obligation or right to repossess any such Mortgage Loan or substitute another Mortgage Loan, except as provided in any the Custodial Agreement. (f) The Borrowers In the event a Borrower or its Affiliate is servicing the Mortgage Loans, such Borrower shall permit the Lender Agent from time to time to inspect upon reasonable prior written notice (which shall be no more than five (5) Business Days prior to such date) at a mutually convenient time, the Borrowers' Borrower's or their its Affiliate's servicing facilities, as the case may be, for the purpose of satisfying the Lender Agent that the Borrowers such Borrower or their its Affiliate, as the case may be, has the ability to service the Mortgage Loans as provided in this Warehouse Loan Agreement. In addition, with respect to any Subservicer which is not an Affiliate of either Borrower, the applicable Borrower shall use its best efforts to enable the Lender to inspect the servicing facilities of such Subservicer.