CLOSING DOCUMENTATION, PAYMENT HISTORY RECORDS, AND ANY OTHER RECORDS
RELATING TO OR EVIDENCING THE SERVICING OF SUCH LOANS (THE "SERVICING RECORDS"),
AND (II) THE SELLERS GRANT THE BUYER A SECURITY INTEREST IN ALL SERVICING FEES
AND RIGHTS RELATING TO THE PURCHASED LOANS AND ALL SERVICING RECORDS TO SECURE
THE OBLIGATION OF THE SELLERS OR ITS DESIGNEE TO SERVICE IN CONFORMITY WITH THIS
SECTION 43 AND ANY OTHER OBLIGATION OF SELLERS TO THE BUYER. THE SELLERS
COVENANT TO SAFEGUARD SUCH SERVICING RECORDS AND TO DELIVER THEM PROMPTLY TO THE
BUYER OR ITS DESIGNEE (INCLUDING THE CUSTODIAN) AT THE BUYER'S REQUEST. IT IS
UNDERSTOOD AND AGREED BY THE PARTIES THAT PRIOR TO AN EVENT OF DEFAULT, THE
SELLERS SHALL RETAIN THE SERVICING FEES WITH RESPECT TO THE PURCHASED LOANS.
(C)
IF THE LOANS ARE SERVICED BY ANY OTHER
THIRD PARTY SERVICER (SUCH THIRD PARTY SERVICER, THE "SUBSERVICER") THE SELLERS
SHALL PROVIDE A COPY OF THE RELATED SERVICING AGREEMENT WITH A PROPERLY EXECUTED
INSTRUCTION LETTER TO THE BUYER AT LEAST THREE (3) BUSINESS DAYS PRIOR TO THE
APPLICABLE PURCHASE DATE OR THE DATE ON WHICH THE SUBSERVICER SHALL BEGIN
SUBSERVICING THE LOANS, WHICH SHALL BE IN THE FORM AND SUBSTANCE ACCEPTABLE TO
BUYER (THE "SERVICING
60
AGREEMENT") AND SHALL HAVE OBTAINED THE WRITTEN CONSENT OF THE BUYER FOR SUCH
SUBSERVICER TO SUBSERVICE THE LOANS. INITIALLY, THE SUBSERVICER SHALL BE AAMES
FUNDING.
(D)
THE SELLERS AGREE THAT UPON THE OCCURRENCE
OF AN EVENT OF DEFAULT, THE BUYER MAY TERMINATE THE SELLERS IN THEIR CAPACITY AS
SERVICER AND TERMINATE ANY SERVICING AGREEMENT AND SELLERS SHALL TRANSFER SUCH
SERVICING TO THE BUYER OR ITS DESIGNEE, AT NO COST OR EXPENSE TO THE BUYER. IN
ADDITION, THE SELLERS SHALL PROVIDE TO THE BUYER AN INSTRUCTION LETTER FROM THE
SELLERS TO THE EFFECT THAT UPON THE OCCURRENCE OF AN EVENT OF DEFAULT, THE BUYER
MAY TERMINATE ANY SUBSERVICER OR SERVICING AGREEMENT AND DIRECT THAT COLLECTIONS
WITH RESPECT TO THE LOANS BE REMITTED IN ACCORDANCE WITH THE BUYER'S
INSTRUCTIONS. THE SELLERS AGREE TO COOPERATE WITH THE BUYER IN CONNECTION WITH
THE TRANSFER OF SERVICING.
(E)
AFTER THE PURCHASE DATE, UNTIL THE
REPURCHASE DATE, THE SELLERS WILL HAVE NO RIGHT TO MODIFY OR ALTER THE TERMS OF
THE LOAN OR CONSENT TO THE MODIFICATION OR ALTERATION OF THE TERMS OF ANY LOAN,
AND THE SELLERS WILL HAVE NO OBLIGATION OR RIGHT TO REPOSSESS ANY LOAN OR
SUBSTITUTE ANOTHER LOAN, EXCEPT AS PROVIDED IN ANY CUSTODIAL AGREEMENT.
(F)
THE SELLERS SHALL PERMIT THE BUYER TO
INSPECT UPON REASONABLE PRIOR WRITTEN NOTICE AT A MUTUALLY CONVENIENT TIME, THE
SELLER'S OR ITS AFFILIATE'S SERVICING FACILITIES, AS THE CASE MAY BE, FOR THE
PURPOSE OF SATISFYING THE BUYER THAT THE SELLERS OR ITS AFFILIATE, AS THE CASE
MAY BE, HAS THE ABILITY TO SERVICE THE LOANS AS PROVIDED IN THIS AGREEMENT. IN
ADDITION, WITH RESPECT TO ANY SUBSERVICER WHICH IS NOT AN AFFILIATE OF THE
SELLERS, THE SELLERS SHALL USE THEIR BEST EFFORTS TO ENABLE THE BUYER TO INSPECT
THE SERVICING FACILITIES OF