ON ANY BUSINESS
DAY, WITH AN AGGREGATE OUTSTANDING PURCHASE PRICE AT ANY TIME UP TO, BUT NOT
EXCEEDING THE LESSER OF (A) THE MAXIMUM AGGREGATE PURCHASE PRICE, LESS THE SUM
OF (1) THE AGGREGATE OUTSTANDING PURCHASE PRICE OF ANY PURCHASED LOANS THAT ARE
THEN SUBJECT TO TRANSACTIONS
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BETWEEN THE BUYER AND AAMES FUNDING CORPORATION AND (2) THE AGGREGATE
OUTSTANDING PURCHASE PRICE OF ANY WET LOANS THAT ARE THEN SUBJECT TO
TRANSACTIONS, OR (B) THE AGGREGATE OUTSTANDING PURCHASE PRICE OF ALL PURCHASED
LOANS THEN SUBJECT TO TRANSACTIONS.
THE BUYER SHALL NOT BE REQUIRED TO ENTER
INTO MORE THAN ONE (1) TRANSACTION WITH RESPECT TO DRY LOANS IN ANY BUSINESS
DAY.
(ii)
The Buyer shall enter into Transactions with Aames Funding on any
Business Day, with an aggregate outstanding Purchase Price at any time up to,
but not exceeding $1,000,000; provided that in connection with any such
Transaction between the Buyer and Aames Funding, Aames Funding shall, in
addition to transferring the Purchased Loans that are subject to such
Transaction to Buyer, pledge to the Buyer Cash Equivalents with a face value
equal to the aggregate outstanding principal balance of such Purchased Loans.
The Buyer shall not be required to enter into more than one (1) Transaction with
Aames Funding in any one-week period.
(iii)
The Buyer may, in its sole discretion, enter into up to three (3)
Transactions with the Sellers in any one (1) Business Day with respect to Wet
Loans.
(B)
UNLESS OTHERWISE AGREED, SELLERS SHALL REQUEST THAT BUYER ENTER
INTO A TRANSACTION BY DELIVERING (I) A TRANSACTION NOTICE SUBSTANTIALLY IN THE
FORM OF EXHIBIT D HERETO (A "TRANSACTION NOTICE"), APPROPRIATELY COMPLETED, AND
A LOAN SCHEDULE TO BUYER AND CUSTODIAN, AND (II) THE MORTGAGE FILE TO
CUSTODIAN FOR EACH LOAN PROPOSED TO BE INCLUDED IN SUCH TRANSACTION, WHICH
TRANSACTION NOTICE AND LOAN SCHEDULE MUST BE RECEIVED NO LATER THAN 2:00 P.M.
(NEW YORK CITY TIME) ONE BUSINESS DAY PRIOR TO THE REQUESTED PURCHASE DATE WITH
RESPECT TO DRY LOANS AND NO LATER THAN 3:00 P.M. (NEW YORK CITY TIME) WITH
RESPECT TO WET LOANS. SUCH TRANSACTION NOTICE SHALL CLEARLY INDICATE THOSE LOANS
THAT ARE INTENDED TO BE WET LOANS AND DRY LOANS AND INCLUDE A LOAN SCHEDULE IN
RESPECT OF THE ELIGIBLE LOANS THAT THE RELATED SELLER PROPOSES TO INCLUDE IN THE
RELATED TRANSACTION. EACH TRANSACTION NOTICE SHALL SPECIFY THE PROPOSED PURCHASE
DATE, PURCHASE PRICE, PRICING RATE AND REPURCHASE DATE. SELLERS AGREE TO
IMMEDIATELY REPORT TO CUSTODIAN AND THE BUYER BY FACSIMILE TRANSMISSION WITHIN
ONE BUSINESS DAY OF DISCOVERY THAT ANY WET LOANS THAT WERE PREVIOUSLY SUBJECT TO
A TRANSACTION DO NOT CLOSE FOR ANY REASON INCLUDING, BUT NOT LIMITED TO, A
RESCISSION.
IN THE EVENT THAT THE PARTIES HERETO DESIRE TO ENTER INTO A
TRANSACTION, THE BUYER SHALL DELIVER TO THE RELATED SELLER, IN ELECTRONIC OR
OTHER FORMAT, A "CONFIRMATION" SPECIFYING SUCH TERMS, INCLUDING, WITHOUT
LIMITATION, THE PURCHASE DATE, THE PURCHASE PRICE, THE PRICING RATE THEREFOR AND
THE REPURCHASE DATE.
ANY SUCH CONFIRMATION AND THE RELATED