Common use of Remedies Upon Default Clause in Contracts

Remedies Upon Default. If any Event of Default shall have occurred and be continuing: (a) Aames may exercise in respect of the Pledged Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party on default under the Uniform Commercial Code in effect in the State of Delaware at that time (the "Code") (whether or not the Code applies to the affected Collateral), and may also, without notice except as specified below, sell the Pledged Collateral or any part thereof in one or more parcels at public or private sale, at any exchange or broker's board or elsewhere, for cash, on credit or for future delivery, and upon such other terms as Aames may deem commercially reasonable. The Pledgor agrees that, to the extent notice of sale shall be required by law, at least ten days' notice to the Pledgor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. Aames shall not be obligated to make any sale of Pledged Collateral regardless of notice of sale having been given. Aames may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. (b) Any cash held by Aames as Pledged Collateral and all cash proceeds received by Aames in respect of any sale of, collection from or other realization upon all or any part of the Pledged Collateral may, in the discretion of Aames, be held by Aames as collateral for, and/or then or at any time thereafter be applied (after payment of any amounts payable to Aames pursuant to Section 12) in whole or in part by Aames against, all or any part of the Obligations in such order as Aames shall elect. Any surplus of such cash or cash proceeds held by Aames and remaining after payment in full of all the Obligations shall be paid over to the Pledgor or to whomsoever may be lawfully entitled to receive such surplus.

Remedies Upon Default. If any Event of Default shall have occurred and be continuing: (a) Aames The Bank may exercise in respect of the Pledged Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party on default under the Uniform Commercial Code in effect in the State of Delaware New York at that time (the "CodeUCC") (whether or not the Code UCC applies to the affected Collateral), and may also, without notice except as specified below, sell the Pledged Collateral or any part thereof in one or more parcels at public or private sale, at any exchange or exchange, broker's board or at any of the Bank's offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as Aames the Bank may deem commercially reasonable. The Pledgor Bank agrees that, to the extent notice of sale shall be required by law, to provide at least ten 10 days' prior written notice to the Pledgor of the time and place of any public sale or the time after which any private sale is to be made made, and Pledgor agrees that such 10 day notice shall constitute reasonable notification. Aames The Bank shall not be obligated to make any sale of Pledged Collateral regardless of notice of sale having been given. Aames The Bank may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. (b) Any cash held by Aames the Bank as Pledged Collateral and all cash proceeds received by Aames the Bank in respect of any sale of, collection from from, or other realization upon all or any part of the Pledged Collateral may, in the discretion of Aames, be held by Aames as collateral for, and/or then or at any time thereafter shall be applied (after payment of any amounts payable to Aames pursuant to in accordance with Section 12) in whole or in part by Aames against, all or any part 8 of the Obligations in such order as Aames shall elect. Any surplus of such cash or cash proceeds held by Aames and remaining after payment in full of all the Obligations shall be paid over to the Pledgor or to whomsoever may be lawfully entitled to receive such surplusSecurity Agreement.

Remedies Upon Default. If any Event The Bank has all of Default shall have occurred and be continuing: (a) Aames may exercise in respect of the Pledged Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party on default under the Uniform Commercial Code UCC and other applicable law as well as those specified in effect this Note. In addition and without limitation, the Bank may exercise one or more of the following rights or remedies or any other right or remedy set forth in this Note at any time and from time to time after the State occurrence of Delaware any Event of Default. Automatically upon commencement of Borrower's bankruptcy, and at that time (the "Code") (whether Bank's option upon any other Event of Default, all of the Obligations shall immediately become due and payable, without notice, demand, presentation or not protest of any kind. Nothing in this Note shall render any portion of the Code applies Obligations which is payable on demand to be payable otherwise than on demand or shall in any other way impair any right or remedy of the bank with respect to the affected Obligations or the Collateral). The Bank may demand, transfer, liquidate and realize upon its interest in all or any portion of the Collateral, without regard to any resulting early-withdrawal or other penalty and may alsoenforce, compromise, settle or discharge any of the Collateral without notice except as specified below, sell discharging the Pledged Collateral Obligations or any part thereof in one or more parcels at public or private sale, at any exchange or brokerthereof. No such penalty shall cause the Bank's board or elsewhere, for cash, on credit or for future delivery, and upon such other terms as Aames may deem disposition of the Collateral to be deemed not to have been commercially reasonable. Promptly upon the Bank's request, Borrower will assemble all goods and make them available to the Bank or Borrower's premises or at other places designated by the Bank. The Pledgor agrees thatBank shall have the right to enter and remain on Borrower's premises without judicial process and to use Borrower's equipment in order to complete any work in process and prepare any Collateral for sale, lease or other disposition. In the exercise of its rights as secured party, the Bank has a license to use, without compensation of any kind, each trademark, service xxxx, trade name, patent, copyright, license, franchise and similar general intangible to the extent notice of sale shall be required by lawBorrower's rights in the Collateral. Upon Borrower's failure to perform any of its duties hereunder, at least ten days' notice to the Pledgor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. Aames Bank may, but shall not be obligated to make perform any sale or all such duties and Borrower shall pay an amount equal to the cost thereof to the Bank on demand by the Bank. Payment of Pledged Collateral regardless all monies hereunder shall be secured by the Collateral. After an Event of Default has occurred, or if the Bank so notified Borrower, Borrower will not, without the Bank's prior written consent, enforce, settle, compromise, release, discharge, commence, waive any right or remedy relating to or otherwise impair or affect any indebtedness, liability or obligation of any account debtor or other person relating to any account, chattel paper, general intangible or instrument. The Bank shall have the right to setoff against the Obligations, without notice or demand, any Deposit Account or other monies or property owing by the Bank or any Affiliate in any capacity to Borrower or any Guarantor in any capacity whether or not the obligation to pay such monies owed by the Bank or Affiliate is then due, and the Bank or Affiliate shall be deemed to have exercised such right of sale having been given. Aames may adjourn any public or private sale from time to time by announcement setoff immediately at the time and place fixed therefor, and of such sale may, without further notice, be election even though any charge therefore is made at or entered on the time and place to which it was so adjourned. (b) records subsequent thereto. Any cash held by Aames as Pledged Collateral and all cash proceeds received by Aames in respect of any sale of, collection from or other realization upon all or any part commitment of the Pledged Collateral mayBank to grant any financial accommodation to Borrower will terminate. Borrower will remain liable for any deficiency. Surplus, in the discretion of Aamesif any, will be held by Aames as collateral for, and/or then remitted to Borrower or at any time thereafter be applied (after payment of any amounts payable to Aames pursuant to Section 12) in whole or in part by Aames against, all or any part of the Obligations in such order as Aames shall elect. Any surplus of such cash or cash proceeds held by Aames and remaining after payment in full of all the Obligations shall be paid over to the Pledgor or to whomsoever may be lawfully entitled to receive such surpluson Borrower's account.

Remedies Upon Default. If any Event of Default shall have occurred and be continuing: (a) Aames may exercise Upon the occurrence of a default in respect the payment or performance of any of the Pledged CollateralObligations, in addition to or upon the occurrence of a default or event of default under any other rights and remedies provided for herein instrument or document now or hereafter further evidencing, securing or otherwise available related to itany of the Obligations, or in the event that any representation or warranty herein shall prove to have been untrue when made, or in the event that Pledgor shall default in the performance of any of its obligations hereunder, or in the event that any bankruptcy or other insolvency proceedings are instituted by or against Pledgor; then, and in any such event, Lender shall have all of the rights rights, powers, privileges, options and remedies of a secured party on default under the Uniform Commercial Code as in effect in the State of Delaware at that time (the "Code") (whether or not the Code applies to the affected Collateral)Tennessee, and without limiting the foregoing, Lender may also, without notice except as specified below, sell (i) collect any and all amounts payable in respect of the Pledged Collateral Securities and exercise any and all rights, powers, privileges, options and remedies of the holder and owner thereof, and (ii) sell, transfer and/or negotiate the Pledged Securities, or any part thereof in one or more parcels thereof, at public or private sale, at any exchange or broker's board or elsewhere, for cash, on upon credit or for future deliverydelivery as Lender shall deem appropriate, and upon such other terms as Aames may deem commercially reasonable. The Pledgor agrees that, to the extent notice of sale shall be required by lawincluding without limitation, at least ten days' notice to Lender's option, the Pledgor purchase of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. Aames shall not be obligated to make any sale of Pledged Collateral regardless of notice of sale having been given. Aames may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. (b) Any cash held by Aames as Pledged Collateral and all cash proceeds received by Aames in respect of any sale of, collection from or other realization upon all or any part of the Pledged Collateral maySecurities at any public sale by Lender. Upon consummation of any sale, in Lender shall have the discretion right to assign, transfer and deliver to the purchaser or purchasers thereof the Pledged Securities so sold. Each such purchaser at any such sale shall hold the property sold absolutely, free from any claim or right on the part of AamesPledgor, be held and Pledgor hereby waives (to the extent permitted by Aames as collateral forlaw) all rights of redemption, and/or then stay or appraisal that Pledgor now has or may at any time thereafter in the future have under any rule of law or statute now existing or hereinafter enacted. Pledgor hereby expressly waives notice to redeem and notice of the time, place and manner of such sale. (b) Pledgor recognizes that, by reason of certain prohibitions contained in the Securities Act of 1933, as amended (the "Securities Act"), and applicable state securities laws, Lender may be applied (after payment compelled, with respect to any sale of any amounts payable to Aames pursuant to Section 12) in whole or in part by Aames against, all or any part of the Obligations in Pledged Securities, to limit purchasers to those who agree, among other things, to acquire such order as Aames shall electPledged Securities for their own account, for investment and not with a view to the distribution or resale thereof. Any surplus of Pledgor acknowledges that any such cash or cash proceeds held by Aames private sales may be at prices and remaining after payment in full of all on terms less favorable than those obtainable through a public sale without such restrictions (including, without limitation, a public offering made pursuant to a registration statement under the Obligations Securities Act), and, notwithstanding such circumstances, Pledgor agrees that any such private sale shall be paid over deemed to have been made in a commercially reasonable manner and that Lender shall have no obligation to engage in public sales and no obligation to delay the sale of any of the Pledged Securities for the period of time necessary to permit the issuer thereof to register such sale under the Securities Act or under applicable state securities laws, even if Pledgor would agree to do so. (c) If Lender determines to exercise its right to sell any or all of the Pledged Securities, upon written request, Pledgor from time to whomsoever time shall, and shall cause each issuer of the Pledged Securities to be sold hereunder to, furnish to Lender all such information as Lender may request in order to determine the number of shares and other instruments included in the Pledged Securities that may be lawfully entitled sold by Lender as exempt transactions under the Securities Act and the rules of the Securities and Exchange Commission thereunder, as the same are from time to receive such surplustime in effect.

Remedies Upon Default. If (a) In the event that the (i) Buyer shall be in breach of any Event provision contained in this Agreement for five (5) days following written notice thereof from the Seller or (ii) the obligations of Default the Buyer under this Secured Promissory Note shall remain unpaid after the Maturity Date or after the principal amount of this Secured Promissory Note shall have occurred been declared due and be continuingpayable prior to the stated maturity thereof in accordance with the terms hereof: (ai) Aames The Seller may, without demand of performance or other demand, advertisement or notice of any kind to or upon the Buyer or any other person (all of which are hereby expressly waived by the Buyer), forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and may forthwith sell, assign, give options to purchase, contract to sell or otherwise dispose of and deliver the Collateral, or any part thereof, in one or more parcels at public or private sales, at any exchange or broker's board or at any of the Seller's offices or elsewhere, upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery, without assumption of any credit risk, with the right upon any such sale, public or private, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in the Buyer, which right or equity is hereby expressly waived and released by the Buyer; provided, however, that the Buyer shall not be credited with the net proceeds of any sale on credit or for future delivery until the cash proceeds thereof are actually received by the Seller; (ii) The Seller may, instead of exercising the power of sale herein conferred upon it, proceed by a suit at law or in equity to foreclose the pledge and security interest under this Secured Promissory Note and sell the Collateral, or any part thereof, under a judgment or decree of a court of competent jurisdiction or as otherwise authorized by applicable law; (iii) The Seller may exercise in respect of the Pledged Collateral, in addition to all other rights and remedies provided for herein or otherwise available to itherein, all the rights and remedies of a secured party on default under the Uniform Commercial Code in effect in the State of Delaware at that time (the "Code") (whether or not the Uniform Commercial Code applies to the affected Collateral), ) and may also, without notice except as specified below, sell the Pledged Collateral or any part thereof in one or more parcels at public or private sale, at any exchange or broker's board or elsewhere, for cash, on credit or for future delivery, all rights and upon such other terms as Aames may deem commercially reasonable. remedies otherwise available to it under applicable law. (b) The Pledgor Buyer agrees that, to the extent notice of sale or other disposition of any of the Collateral shall be required by applicable law, at least ten days' the Seller need not give more than twenty (20) days notice to the Pledgor of the time and place of any public sale or of the time after which any a private sale or other intended disposition is to take place and that such notice is reasonable notification of such matters. No notification need be made given to the Buyer if, in the event that the obligations of the Buyer under this Secured Promissory Note shall constitute reasonable notificationremain unpaid after the Maturity Date or after the principal amount of this Secured Promissory Note shall have been declared due and payable prior to the stated maturity thereof in accordance with the terms hereof, the Buyer shall have signed a statement renouncing or modifying any right to notification of any sale or other intended disposition. Aames The Seller shall not be obligated to make any sale of Pledged Collateral regardless of pursuant to any such notice. The Seller may, without notice of sale having been given. Aames may or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed thereforfor the sale, and such sale may, without further notice, may be made at the any time and or place to which it was so adjourned. (b) Any cash held by Aames as Pledged Collateral and all cash proceeds received by Aames in respect of any sale of, collection from or other realization upon all or any part of the Pledged Collateral may, in the discretion of Aames, be held by Aames as collateral for, and/or then or at any time thereafter be applied (after payment of any amounts payable to Aames pursuant to Section 12) in whole or in part by Aames against, all or any part of the Obligations in such order as Aames shall elect. Any surplus of such cash or cash proceeds held by Aames and remaining after payment in full of all the Obligations shall be paid over to the Pledgor or to whomsoever same may be lawfully entitled to receive such surplus.so

Remedies Upon Default. If any Event of Default default under the Note shall have occurred and be continuingoccurred: (a) Aames The Pledgee may exercise in respect of the Pledged Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party on default under the Uniform Commercial Code (the "Code") in effect in the State of Delaware California at that time (the "Code") (whether or not the Code applies to the affected Collateralin compliance with all applicable securities laws), and the Pledgee may also, without notice except as specified below, sell (in compliance with all applicable securities laws) the Pledged Collateral collateral or any part thereof in one or more parcels at public or private sale, at any exchange or exchange, broker's board or elsewhereboard, for cash, on credit or for future delivery, and at such price or prices and upon such other terms as Aames the Pledgee may deem commercially reasonable. The Pledgor agrees that, to the extent notice of sale shall be required by law, at least ten days' notice to the Pledgor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. Aames The Pledgee shall not be obligated to make any sale of Pledged Collateral regardless of notice of sale having been given. Aames may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. (b) Any cash held by Aames the Pledgee as Pledged Collateral and all cash proceeds received by Aames the Pledgee in respect of any sale of, collection from from, or other realization upon all or any part of the Pledged Collateral may, in the discretion of Aamesthe Pledgee, be held by Aames the Pledgee as collateral for, and/or then or at any time thereafter be applied (after payment of any amounts payable to Aames the Pledgee pursuant to Section 1211) in whole or in part by Aames against, the Pledgee against all or any part of the Obligations in such order as Aames the Pledgee shall elect. Any surplus of such cash or cash proceeds held by Aames the Pledgee and remaining after payment in full of all the Obligations shall be paid over to the Pledgor or to whomsoever may be lawfully entitled to receive such surplus.

Remedies Upon Default. If The effect of the occurrence of any Event of Default under this Promissory Note shall have occurred and be continuing: as specified in the Loan Agreement. In addition, upon the occurrence of an Event of Default which is not cured within the time specified therein, (a) Aames may exercise in respect the Rate of Interest on this Promissory Note shall be increased, from and after such date, to the Prime Rate plus 4.0% per annum, not to exceed the maximum rate allowed by law ("Default Rate") and (b) the entire balance outstanding under this Note and all other obligations of Borrower to Lender shall, at the option of Lender, become immediately due and payable, and any obligation of Lender to permit further borrowing under this Note shall immediately cease and terminate. The provisions herein for a Default Rate shall not be deemed to extend the time for any payment hereunder or to constitute a "grace period" giving Obligors a right to cure any default. At Lender's option, any accrued and unpaid interest, fees or charges may, for purposes of computing and accruing interest on a daily basis after the due date of the Pledged CollateralNote or any installment thereof, shall be deemed to be a part of the principal balance, and interest shall accrue on a daily compounded basis after such date at the Default Rate provided in addition this Note until the entire outstanding balance of principal and interest is paid in full. Upon a default under this Note, Lender is hereby authorized at any time, at its option and without notice or demand, to set off and charge against any deposit accounts of any Obligor (as well as any money, instruments, securities, documents, chattel paper, credits, claims, demands, income and any other property, rights and interests of any Obligor), which at any time shall come into the possession or custody or under the control of Lender or any of its agents, affiliates or correspondents, any and all obligations due hereunder. Additionally, Lender shall have all rights and remedies provided for herein or otherwise available to itunder each of the Loan Documents, as well as all the rights and remedies of a secured party on default under the Uniform Commercial Code in effect in the State of Delaware available at that time (the "Code") (whether or not the Code applies to the affected Collateral), and may also, without notice except as specified below, sell the Pledged Collateral or any part thereof in one or more parcels at public or private sale, at any exchange or broker's board or elsewhere, for cash, on credit or for future delivery, and upon such other terms as Aames may deem commercially reasonable. The Pledgor agrees that, to the extent notice of sale shall be required by law, at least ten days' notice to the Pledgor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. Aames shall not be obligated to make any sale of Pledged Collateral regardless of notice of sale having been given. Aames may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. (b) Any cash held by Aames as Pledged Collateral and all cash proceeds received by Aames in respect of any sale of, collection from or other realization upon all or any part of the Pledged Collateral may, in the discretion of Aames, be held by Aames as collateral for, and/or then or at any time thereafter be applied (after payment of any amounts payable to Aames pursuant to Section 12) in whole law or in part by Aames against, all or any part of the Obligations in such order as Aames shall elect. Any surplus of such cash or cash proceeds held by Aames and remaining after payment in full of all the Obligations shall be paid over to the Pledgor or to whomsoever may be lawfully entitled to receive such surplusequity.

Remedies Upon Default. If any Event of Default shall have occurred and be continuing: (a) Aames The Collateral Agent may exercise in respect of the Pledged Collateral, in addition to any other rights and remedies provided for herein or otherwise available to it, all of the rights and remedies of a secured party on upon default under the Uniform Commercial Code then in effect in the State of Delaware at that time (New York; and without limiting the "Code") (whether or not generality of the Code applies to the affected Collateral), foregoing and may also, without notice except as specified below, sell the Pledged Collateral or any part thereof in one or more parcels at public or private sale, at any exchange or broker's ’s board or elsewhere, for cash, at such price or prices and on credit or for future delivery, and upon such other terms as Aames the Collateral Agent may deem commercially reasonable. The Pledgor agrees that, to the extent notice of sale shall be required by law, at least ten days' five (5) days notice to the Pledgor of the time and place of any public sale of Pledged Collateral owned by the Pledgor or the time after which any private sale is to be made shall constitute reasonable notification. Aames The Collateral Agent shall not be obligated to make any sale of Pledged Collateral regardless of whether or not notice of sale having has been given. Aames The Collateral Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. (b) In the event that the Collateral Agent determines to exercise its right to sell all or any part of the Pledged Collateral pursuant to Section 9(a) hereof, the Pledgor will, upon request by the Collateral Agent: (i) execute and deliver, and vote in favor of causing the issuer of the Pledged Collateral and the directors and officers thereof to execute and deliver, all such instruments and documents, and do or cause to be done all such other acts and things, as may be necessary or, in the opinion of the Collateral Agent, advisable to register the Pledged Collateral under the provisions of the Securities Act of 1933, as amended (the “Securities Act”), and to cause the registration statement relating thereto to become effective and to remain effective for such period as prospectuses are required by law to be furnished, and to make all amendments and supplements thereto and to the related prospectus which, in the opinion of the Collateral Agent, are necessary or advisable, all in conformity with the requirements of the Securities Act and the rules and regulations of the Securities and Exchange Commission applicable thereto, (ii) vote in favor of causing the issuer of the Pledged Collateral to qualify the Pledged Collateral under the state securities or “Blue Sky” laws of each jurisdiction, and to obtain all necessary governmental approvals for the sale of the Pledged Collateral, as requested by the Collateral Agent, (iii) vote in favor of causing each Pledged Issuer to make available to its securityholders, as soon as practicable, an earnings statement which will satisfy the provisions of Section 11(a) of the Securities Act, and (iv) do or cause to be done all such other acts and things within its power as may be necessary to make such sale of the Pledged Collateral valid and binding and in compliance with any applicable law. (c) Notwithstanding the provisions of Section 9(b) hereof, the Pledgor recognizes that the Collateral Agent may deem it impracticable to effect a public sale of all or any part of the Pledged Shares or any other securities constituting Pledged Collateral and that the Collateral Agent may, therefore, determine to make one or more private sales of any such securities to a restricted group of purchasers who will be obligated to agree, among other things, to acquire such securities for their own account, for investment and not with a view to the distribution or resale thereof. The Pledgor acknowledges that any such private sale may be at prices and on terms less favorable to the seller than the prices and other terms which might have been obtained at a public sale and, notwithstanding the foregoing, agrees that such private sales shall be deemed to have been made in a commercially reasonable manner and that the Collateral Agent shall have no obligation to delay the sale of any such securities for the period of time necessary to permit the issuer of such securities to register such securities for public sale under the Securities Act. The Pledgor further acknowledges and agrees that any offer to sell such securities which has been (i) publicly advertised on a bona fide basis in a newspaper or other publication of general circulation in the financial community of New York, New York (to the extent that such an offer may be so advertised without prior registration under the Securities Act) or (ii) made privately in the manner described above to not less than fifteen bona fide offerees shall be deemed to involve a “public disposition” for the purposes of Section 9-610(c) of the Code (or any successor or similar, applicable statutory provision) as then in effect in the State of New York, notwithstanding that such sale may not constitute a “public offering” under the Securities Act, and that the Collateral Agent may, in such event, bid for the purchase of such securities. (d) Any cash held by Aames the Collateral Agent as Pledged Collateral and all cash proceeds received by Aames the Collateral Agent in respect of any sale of, collection from from, or other realization upon upon, all or any part of the Pledged Collateral may, in the discretion of Aamesthe Collateral Agent, be held by Aames the Collateral Agent as collateral for, and/or then or at any time thereafter be applied (after payment of any amounts payable to Aames the Collateral Agent pursuant to Section 1210 hereof) in whole or in part by Aames the Collateral Agent against, all or any part of the Obligations in such order as Aames the Collateral Agent shall electelect consistent with the provisions of the Financing Agreement. Any surplus of such cash or cash proceeds held by Aames the Collateral Agent and remaining after indefeasible payment in full of all of the Obligations after all Commitments have been terminated shall be paid over to the Pledgor or to whomsoever such Person as may be lawfully entitled to receive such surplus. (e) In the event that the proceeds of any such sale, collection or realization are insufficient to pay all amounts to which the Agents and the Lenders are legally entitled, the Pledgor shall be liable for the deficiency, together with interest thereon at the highest rate specified in the Financing Agreement for interest on overdue principal thereof or such other rate as shall be fixed by applicable law, together with the costs of collection and the fees, costs and expenses and other client charges of any attorneys employed by the Collateral Agent to collect such deficiency.

Remedies Upon Default. If any (a) An Event of Default shall have occurred be deemed to be continuing unless expressly waived in writing by the Buyer. Upon the occurrence and be continuing: (a) Aames may exercise in respect during the continuance of the Pledged Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party on default under the Uniform Commercial Code in effect in the State of Delaware at that time (the "Code") (whether or not the Code applies to the affected Collateral), and may also, without notice except as specified below, sell the Pledged Collateral or any part thereof in one or more parcels at public Events of Default hereunder, the Buyer’s obligation to enter into any additional Transactions hereunder shall automatically terminate without further action by any Person. Upon the occurrence and during the continuance of one or private salemore Events of Default other than those referred to in Section 8(g) or (h), at any exchange or broker's board or elsewhere, for cash, on credit or for future delivery, and upon such other terms as Aames the Buyer may deem commercially reasonable. The Pledgor agrees that, to immediately declare the extent notice of sale shall be required by law, at least ten days' notice to the Pledgor Repurchase Price of the time Transactions then outstanding to be immediately due and place payable, together with all Price Differential thereon and fees and expenses accruing under this Repurchase Agreement. Upon the occurrence and during the continuance of an Event of Default referred to in Sections 8(g) or (h), such amounts shall immediately and automatically become due and payable without any further action by any Person. Upon such declaration or such automatic acceleration, the balance then outstanding shall become immediately due and payable, without presentment, demand, protest or other formalities of any public sale or kind, all of which are hereby expressly waived by the time after which any private sale is to be made shall constitute reasonable notification. Aames shall not be obligated to make any sale of Pledged Collateral regardless of notice of sale having been given. Aames may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjournedSeller. (b) Any cash held by Aames as Pledged Collateral Upon the occurrence and all cash proceeds received by Aames in respect during the continuance of any sale of, collection from one or other realization upon all more Events of Default and if the Buyer shall have exercised its rights to accelerate or any part of the Pledged Collateral may, in the discretion of Aames, be held by Aames as collateral for, and/or then or at any time thereafter be applied (after payment of any amounts payable to Aames an automatic acceleration shall have occurred pursuant to Section 129(a) hereof, the Buyer shall have the right to obtain physical possession of, for the benefit of the Buyer, the Servicing Records and all other files of the Seller or the Servicer relating to the Purchased Items and all documents relating to the Purchased Items which are then or may thereafter come in whole or in part by Aames againstto the possession of the Seller, all the Servicer or any part third party acting for the Seller and the Seller shall deliver to the Buyer such assignments as the Buyer shall request. The Buyer shall be entitled to specific performance of all agreements of the Obligations Seller contained in such order as Aames shall elect. Any surplus of such cash or cash proceeds held by Aames and remaining after payment in full of all the Obligations shall be paid over to the Pledgor or to whomsoever may be lawfully entitled to receive such surplusthis Repurchase Agreement.

Remedies Upon Default. If any (a) Upon the occurrence of one or more Events of Default other than those referred to in Section 8(g) or (h), Lender may immediately declare the principal amount of the Loans then outstanding under the Note to be immediately due and payable, together with all interest thereon and fees and expenses accruing under this Loan Agreement. Upon the occurrence of an Event of Default referred to in Sections 8(g) or (h), such amounts shall have occurred immediately and be continuing: (a) Aames may exercise in respect automatically become due and payable without any further action by any Person. Upon such declaration or such automatic acceleration, the balance then outstanding on the Note shall become immediately due and payable, without presentment, demand, protest or other formalities of the Pledged Collateral, in addition to other rights and remedies provided for herein or otherwise available to itany kind, all the rights and remedies of a secured party on default under the Uniform Commercial Code in effect in the State of Delaware at that time (the "Code") (whether or not the Code applies to the affected Collateral), and may also, without notice except as specified below, sell the Pledged Collateral or any part thereof in one or more parcels at public or private sale, at any exchange or broker's board or elsewhere, for cash, on credit or for future delivery, and upon such other terms as Aames may deem commercially reasonable. The Pledgor agrees that, to the extent notice of sale shall be required which are hereby expressly waived by law, at least ten days' notice to the Pledgor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. Aames shall not be obligated to make any sale of Pledged Collateral regardless of notice of sale having been given. Aames may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjournedBorrower. (b) Any cash held by Aames as Pledged Upon the occurrence of one or more Events of Default, Lender shall have the right to obtain physical possession of the Servicing Records and all other files of Borrower relating to the Collateral and all cash proceeds received by Aames documents relating to the Collateral which are then or may thereafter come in respect to the possession of any sale of, collection from or other realization upon all Borrower or any part third party acting for Borrower and Borrower shall deliver to Lender such assignments as Lender shall request. Lender shall be entitled to specific performance of all agreements of Borrower contained in this Loan Agreement. (c) Upon the Pledged Collateral mayoccurrence of an Event of Default, in without limiting any other rights or remedies of Lender, Lender shall have the discretion of Aamesright to set off and apply any and all deposits (general or special, be held by Aames as collateral fortime or demand, and/or then provisional or final) at any time thereafter be applied (after payment held by or for account of Lender or Lender's Affiliates to any amounts payable indebtedness at any time owing to Aames pursuant Lender to Section 12) in whole the credit or in part by Aames againstfor the account of Borrower against any and all of the Indebtedness of Borrower, all irrespective of whether Lender shall have made any demand under this Loan Agreement, the Note, any other Security Document or any part of the Obligations other document executed in such order as Aames shall elect. Any surplus of such cash or cash proceeds held by Aames and remaining after payment in full of all the Obligations shall be paid over to the Pledgor or to whomsoever may be lawfully entitled to receive such surplusconnection with any other MS Indebtedness.

Remedies Upon Default. If any Event of Default shall have occurred and be continuing: (a) Aames may exercise in respect of the Pledged Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party on Should Lessee default under the Uniform Commercial Code in effect in the State of Delaware at that time (the "Code") (whether or not the Code applies to the affected Collateral), and may also, without notice except as specified below, sell the Pledged Collateral or any part thereof in one or more parcels at public or private sale, at any exchange or broker's board or elsewhere, for cash, on credit or for future delivery, and upon such other terms as Aames may deem commercially reasonable. The Pledgor agrees that, to the extent notice of sale shall be required by law, at least ten days' notice to the Pledgor of the time and place payment of any public sale installment of rent, tax, assessment, lien, claim, expense or the time after which any private sale is other charge provided in this Lease to be made shall constitute reasonable notification. Aames shall not be obligated to make any sale of Pledged Collateral regardless of notice of sale having been given. Aames may adjourn any public or private sale from time to time paid by announcement Lessee at the time and place fixed thereforin the manner herein provided, or should Lessee default in the performance of any other covenant, condition or restriction provided in this Lease to be kept or performed by Lessee, or otherwise be in default under or in breach of this Lease, and if such default or breach shall continue incurred for a period of thirty (30) days from and after service upon Lessee of written notice thereof by Lessor, then Lessor at its election (subject to the rights of the encumbrancer, if any, as provided in Paragraph 18 hereof and in the CC&Rs), shall have the following remedies: 21.1 Without barring later election of any other remedy, Lessor without taking possession of Lessee’s interest in the Project may require strict performance of all covenants and obligations hereof as the same shall respectively accrue and shall have the right of action therefor; 21.2 Foreclose judicially or by power of sale as provided by law under any deed of trust, security agreement and/or other security instrument if any, given by Lessee to Lessor to secure the payment of rent and any other charges payable by Lessee under this Lease. If such foreclosure proceeding results in a foreclosure sale, the proceeds of such sale mayshall be used (i) to pay all costs and expenses of such foreclosure proceedings, including without further noticelimitation reasonable attorneys fees and court costs, if any, then (ii) to discharge all amounts owed by Lessee to Lessor, including without limitation all rent and other amounts, including late payment charges and interest, payable under this Lease; and (iii) remainder shall be made at payable to Lessee, or as otherwise provided by law. All rights, options and remedies of Lessor contained in this Lease shall be cumulative, and no one of them shall be exclusive of the time other, and place Lessor shall have the right to pursue any one or all of such remedies or any other remedy or relief which it was so adjourned. (b) Any cash held may be provided by Aames as Pledged Collateral and all cash proceeds received law, whether or not stated in this Lease. No waiver by Aames in respect Lessor of a breach of any sale ofof the terms, collection from covenants or other realization upon all conditions of this Lease by Lessee shall be a waiver of any succeeding or preceding breach of the same or any part of the Pledged Collateral mayother term, in the discretion of Aames, be held by Aames as collateral for, and/or then covenant or at any time thereafter be applied (after payment of any amounts payable to Aames pursuant to Section 12) in whole or in part by Aames against, all or any part of the Obligations in such order as Aames shall elect. Any surplus of such cash or cash proceeds held by Aames and remaining after payment in full of all the Obligations shall be paid over to the Pledgor or to whomsoever may be lawfully entitled to receive such surpluscondition.

Remedies Upon Default. If a. Upon the occurrence of any Event of Default as set forth above, Seminary shall have occurred and be continuing: (a) Aames may exercise in respect of the Pledged Collateralright, in addition at its option, to other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party on default under the Uniform Commercial Code in effect in the State of Delaware at that time (the "Code") (whether or not the Code applies to the affected Collateral), and may also, without notice except as specified below, sell the Pledged Collateral or utilize any part thereof in one or more parcels at public or private sale, at any exchange or broker's board or elsewhere, for cash, on credit or for future delivery, and upon such other terms as Aames may deem commercially reasonableof the following rights: 1. The Pledgor agrees thatSeminary, to the extent notice of sale shall be required by lawwith or without terminating this Agreement, at least ten days' notice to the Pledgor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. Aames shall not be obligated to make any sale of Pledged Collateral regardless of notice of sale having been given. Aames may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. (b) Any cash held by Aames as Pledged Collateral and all cash proceeds received by Aames in respect of any sale of, collection from or other realization upon all or any part of the Pledged Collateral may, in the discretion of Aames, be held by Aames as collateral for, and/or then immediately or at any time thereafter be applied thereafter, may re-enter the Housing and correct and/or repair any condition which shall constitute a failure on Occupant’s part to keep or perform or abide by this Agreement. Occupant shall reimburse and compensate the Seminary for any Expenditures immediately or the Seminary may use the Occupant’s Fee as defined above. 2. The Seminary, with or without terminating this Agreement, immediately or at any time thereafter, may demand in writing that the Occupant vacate the Housing. The Occupant shall vacate the Housing and remove all property belonging to the Occupant within three (after payment 3) days of receipt by Occupant of such notice from the Seminary, whereupon the Seminary shall have the right to re-enter and take possession of the Housing. The Seminary shall have a right to dispose of any amounts payable property not removed from the Housing; the costs of such disposal shall be incurred by the Occupant. The Occupant shall pay to Aames the Seminary the Payments due for the remainder of the Occupancy Period and any associated fees due under this Agreement. The Occupant shall be liable for all costs of recovery of the Housing including, without limitation, legal expenses and reasonable attorney's fees and the costs of any repairs to the Housing which are necessary or proper to prepare the same for delivery to a future Occupant. b. In the event of any re-entry of the Housing by the Seminary pursuant to Section 12) any of the provisions of this Agreement, the Occupant hereby waives all claims for damages which may be caused by such re-entry by the Seminary; and the Occupant shall hold the Seminary harmless from any loss or damages suffered by the Occupant by reason of such re-entry and storage of the Occupant's property, if any. No such re-entry shall be considered or construed to be a forcible entry. c. Upon any breach of this Agreement, regardless of whether such breach is, or becomes, an Event of Default, the Seminary shall be reimbursed for any and all expenses incurred by the Seminary, including legal expenses and reasonable attorney's fees, in whole enforcement of the terms and provisions of this Agreement. d. The exercise or failure to exercise by the Seminary of any one or more of the remedies provided in this Agreement shall not prevent the subsequent exercise by the Seminary of any one or more of the other remedies provided herein. All remedies provided for in this Agreement are cumulative at the option of the Seminary, and may be exercised alternatively, successively, or in part any other manner and are in addition to any other rights provided by Aames against, all or any part of the Obligations in such order as Aames shall elect. Any surplus of such cash or cash proceeds held by Aames and remaining after payment in full of all the Obligations shall be paid over to the Pledgor or to whomsoever may be lawfully entitled to receive such surpluslaw.

Remedies Upon Default. If any Event of Default shall have occurred and be continuing: Whenever there is a default under this Note (a) Aames may exercise in respect the entire balance outstanding hereunder and all other obligations of any Obligor to Bank (however acquired or evidenced) shall, at the option of Bank, become immediately due and payable and any obligation of Bank to permit further borrowing under this Note shall immediately cease and terminate, and/or (b) to the extent permitted by law, the Rate of interest on the unpaid principal shall be increased at Bank's discretion up to the Maximum Rate, or if none, 25% per annum (the "Default Rate"). The provisions herein for a Default Rate shall not be deemed to extend the time for any payment hereunder or to constitute a "grace period" giving Obligors a right to cure any default. At Bank's option, any accrued and unpaid interest, fees or charges may, for purposes of computing and accruing interest on a daily basis after the due date of the Pledged CollateralNote or any installment thereof, be deemed to be a part of the principal balance, and interest shall accrue on a daily compounded basis after such date at the Default Rate provided in addition this Note until the entire outstanding balance of principal and interest is paid in full. Upon a default under this Note, Bank is hereby authorized at any time, at its option and without notice or demand, to set off and charge against any deposit accounts of any Obligor, (as well as any money, instruments, securities, documents, chattel paper, credits, claims, demands, income and any other property, rights and interests of any Obligor), which at any time shall come into the possession or custody or under the control of Bank or any of its agents, affiliates or correspondents, any and all obligations due hereunder. Additionally, Bank shall have all rights and remedies provided for herein or otherwise available to itunder each of the Loan Documents, as well as all the rights and remedies of a secured party on default under the Uniform Commercial Code in effect in the State of Delaware available at that time (the "Code") (whether or not the Code applies to the affected Collateral), and may also, without notice except as specified below, sell the Pledged Collateral or any part thereof in one or more parcels at public or private sale, at any exchange or broker's board or elsewhere, for cash, on credit or for future delivery, and upon such other terms as Aames may deem commercially reasonable. The Pledgor agrees that, to the extent notice of sale shall be required by law, at least ten days' notice to the Pledgor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. Aames shall not be obligated to make any sale of Pledged Collateral regardless of notice of sale having been given. Aames may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. (b) Any cash held by Aames as Pledged Collateral and all cash proceeds received by Aames in respect of any sale of, collection from or other realization upon all or any part of the Pledged Collateral may, in the discretion of Aames, be held by Aames as collateral for, and/or then or at any time thereafter be applied (after payment of any amounts payable to Aames pursuant to Section 12) in whole law or in part by Aames against, all or any part of the Obligations in such order as Aames shall elect. Any surplus of such cash or cash proceeds held by Aames and remaining after payment in full of all the Obligations shall be paid over to the Pledgor or to whomsoever may be lawfully entitled to receive such surplusequity.

Remedies Upon Default. If any Upon the occurrence of an Event of Default shall have occurred and be continuingDefault: (a) Aames The Agent may (i) exercise in respect of the Pledged Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, all of the rights and remedies of a secured party on default under the Uniform Commercial Code in effect in the State of Delaware at that time Tennessee (the "Code"); and (ii) (whether or not without limiting the Code applies to generality of the affected Collateral), foregoing and may also, without notice except as specified below, sell the Pledged Collateral or any part thereof in one or more parcels at public or private sale, at any exchange or broker's board or elsewhere, at such price or prices and on such other terms as the Agent may deem commercially reasonable, for cash, cash or on credit or for future delivery, and upon such other terms as Aames may deem commercially reasonable. The Pledgor agrees that, to the extent notice of sale shall be required by law, that at least ten (10) days' notice to the Pledgor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. Aames The Agent shall not be obligated to make any sale of Pledged Collateral regardless of notice of sale having been given. Aames The Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. Notwithstanding anything herein to the contrary, the Pledgor recognizes that the Agent may deem it impracticable to effect a public sale of all or any part of the Pledged Shares or any other securities constituting Pledged Collateral and that the Agent may, therefore, determine to make one or more private sales of any such securities to a restricted group of purchasers who will be obligated to agree, among other things, to acquire such securities for their own account, for investment and not with a view to the distribution or resale thereof. The Pledgor acknowledges that any such private sale may be at prices and on terms less favorable to the seller than the prices and other terms which might have been obtained at a public sale and, notwithstanding the foregoing, agrees that the Agent shall have no obligation to delay sale of any such securities for the period of time necessary to permit the issuer of such securities to register such securities for public sale under the Securities Act of 1933, as amended (the "Securities Act"). A sale so conducted shall not be deemed to be commercially unreasonable, within the meaning of the Code, by virtue of the failure to register such securities or to offer them publicly in the manner permitted only with respect to registered securities. The Pledgor further acknowledges and agrees that any offer to sell such securities which has been (i) publicly advertised on a bona fide basis in a newspaper or other publication of general circulation in Memphis, Tennessee, and in the regional edition of The Wall Street Journal distributed in Memphis, Tennessee (to the extent that such an offer may be so advertised without prior registration under the Securities Act), or (ii) made privately in the manner described above to not less than six (6) bona fide offerees shall be deemed to involve a "public sale" for the purposes of Section 47-9-610 of the Code (or any successor or similar applicable statutory provision) as then in effect, notwithstanding that such sale may not constitute a "public offering" under the Securities Act, and that the Agent may, in such event, bid for the purchase of such securities. (b) Any cash held by Aames the Agent as Pledged Collateral and all cash proceeds received by Aames the Agent in respect of any sale of, collection from from, or other realization upon upon, all or any part of the Pledged Collateral may, in the discretion of Aamesthe Agent, be held by Aames the Agent as collateral for, and/or then or at any time thereafter be applied (after payment of any amounts payable to Aames the Agent pursuant to Section 129 hereof) in whole or in part by Aames the Agent against, all or any part of the Obligations in such order as Aames the Agent shall elect. Any surplus of such cash or cash proceeds held by Aames the Agent and remaining after payment in full of all of the Obligations shall be paid over to the Pledgor or to whomsoever may be lawfully entitled to receive such surplus. (c) In the event that the proceeds of any such sale, collection or realization are insufficient to pay all amounts to which the Banks are legally entitled, the Pledgor shall be liable for the deficiency, together with interest thereon at the highest rate specified in the Notes for interest on overdue principal thereof, together with the costs of collection and the reasonable fees of any attorneys employed by the Agent to collect such deficiency.

Remedies Upon Default. If any Event of Default shall have occurred and be continuing: (a) Aames The Lender may exercise in respect of the Pledged Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party on default under the Uniform Commercial Code in effect in the State of Delaware New York at that time (the "Code") (whether or not the Code applies to the affected Collateral), and may also, without notice except as specified below, sell the Pledged Collateral or any part thereof in one or more parcels at public or private sale, at any exchange or exchange, broker's board or at any of the Lender's offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as Aames the Lender may deem commercially reasonable. The Pledgor agrees that, to the extent notice of sale shall be required by law, at least ten days' notice to the Pledgor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. Aames The Lender shall not be obligated to make any sale of Pledged Collateral regardless of notice of sale having been given. Aames The Lender may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. (b) Any cash held by Aames the Lender as Pledged Collateral and all cash proceeds received by Aames the Lender in respect of any sale of, collection from from, or other realization upon all or any part of the Pledged Collateral may, in the discretion of Aamesthe Lender, be held by Aames the Lender as collateral for, and/or then or at any time thereafter be applied (after payment of any amounts payable to Aames the Lender pursuant to Section 1214) in whole or in part by Aames the Lender against, all or any part of the Secured Obligations in such order as Aames the Lender shall elect. Any surplus of such cash or cash proceeds held by Aames the Lender and remaining after payment in full of all the Secured Obligations shall be paid over to the Pledgor or to whomsoever may be lawfully entitled to receive such surplus. (c) The Pledgor recognizes that Lender may be unable to effect a public sale of all or part of the Pledged Collateral by reason of certain provisions contained in the 1933 Act or in the rules and regulations promulgated thereunder or in applicable state securities or blue sky laws, but may be compelled to resort to one or more private sales to a restricted group of purchasers who will be obliged to agree, among other things, to acquire the Pledged Collateral for their own account, for investment and not with a view to the distribution or resale thereof. The Pledgor acknowledges and agrees that private sales so made may be at prices and on other terms less favorable to the seller than if the Pledged Collateral were sold at a public sale, and that the Lender has no obligation to delay the sale of the Pledged Collateral for the period of time necessary to permit the registration of the Pledged Collateral for public sale under the 1933 Act and under applicable state securities or Blue Sky laws. The Pledgor agrees that a private sale or sales made under the foregoing circumstances shall be deemed to have been made in a commercially reasonable manner.

Remedies Upon Default. If any Event of Default shall have occurred and be continuing: (a) Aames The Collateral Agent may exercise in respect of the Pledged Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, all of the rights and remedies of a secured party on default under the Uniform Commercial Code then in effect in the State of Delaware at that time (New York; and without limiting the "Code") (whether or not generality of the Code applies to the affected Collateral), foregoing and may also, without notice except as specified below, sell the Pledged Collateral or any part thereof in one or more parcels at public or private sale, at any exchange or broker's ’s board or elsewhere, for cash, at such price or prices and on credit or for future delivery, and upon such other terms as Aames the Collateral Agent may deem commercially reasonable. The Pledgor agrees Pledgors agree that, to the extent notice of sale shall be required by law, at least ten (10) days' ’ notice to any of the Pledgor Pledgors of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. Aames The Collateral Agent shall not be obligated to make any sale of Pledged Collateral regardless of notice of sale having been given. Aames The Collateral Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. (b) Each Pledgor recognizes that it may be impracticable to effect a public sale of all or any part of the Pledged Shares or any other securities constituting Collateral and that the Collateral Agent may, therefore, determine to make one or more private sales of any such securities to a restricted group of purchasers who will be obligated to agree, among other things, to acquire such securities for its own account, for investment and not with a view to the distribution or resale thereof. Each Pledgor acknowledges that any such private sale may be at prices and on terms less favorable to the seller than the prices and other terms which might have been obtained at a public sale and, notwithstanding the foregoing, agrees that such private sales shall be deemed to have been made in a commercially reasonable manner and that the Collateral Agent shall have no obligation to delay sale of any such securities for the period of time necessary to permit the issuer of such securities to register such securities for public sale under the Securities Act of 1933, as amended (the “Securities Act”). Each Pledgor further acknowledges and agrees that any offer to sell such securities which has been (i) publicly advertised on a bona fide basis in a newspaper or other publication of general circulation in the financial community of New York, New York (to the extent that such an offer may be so advertised without prior registration under the Securities Act) or (ii) made privately in the manner described above to not less than fifteen (15) bona fide offerees shall be deemed to involve a “public disposition” for the purposes of Section 9-610 of the Code (or any successor or similar, applicable statutory provision) as then in effect in the State of New York, notwithstanding that such sale may not constitute a “public offering” under the Securities Act, and that the Collateral Agent may, in such event, bid for the purchase of such securities. (c) Any cash held by Aames the Collateral Agent as Pledged Collateral and all cash proceeds received by Aames the Collateral Agent in respect of any sale of, collection from from, or other realization upon upon, all or any part of the Pledged Collateral may, in the discretion of Aames, be held by Aames as collateral for, and/or then or at any time thereafter shall be applied (after payment of any amounts payable to Aames the Collateral Agent pursuant to Section 1210 hereof) in whole or in part by Aames the Collateral Agent against, all or any part of the Obligations in such order as Aames the Collateral Agent shall elect. Any surplus elect consistent with the provisions of the Securities Purchase Agreement. (d) In the event that the proceeds of any such cash sale, collection or cash proceeds held by Aames and remaining after payment in full of realization are insufficient to pay all amounts to which the Obligations Collateral Agent is legally entitled, the Pledgors shall be paid over jointly and severally liable for the deficiency, together with interest thereon at the highest rate specified in the Notes for interest on overdue principal thereof or such other rate as shall be fixed by applicable law, together with the costs of collection and the reasonable fees, costs and expenses of any attorneys employed by the Collateral Agent to the Pledgor or to whomsoever may be lawfully entitled to receive collect such surplusdeficiency.

Remedies Upon Default. If any Event of Default shall have occurred and be continuing: (a) Aames may exercise in respect of the Pledged Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party on Should Lessee default under the Uniform Commercial Code in effect in the State of Delaware at that time (the "Code") (whether or not the Code applies to the affected Collateral), and may also, without notice except as specified below, sell the Pledged Collateral or any part thereof in one or more parcels at public or private sale, at any exchange or broker's board or elsewhere, for cash, on credit or for future delivery, and upon such other terms as Aames may deem commercially reasonable. The Pledgor agrees that, to the extent notice of sale shall be required by law, at least ten days' notice to the Pledgor of the time and place payment of any public sale installment of rent, tax, assessment, lien, claim, expense or the time after which any private sale is other charge provided in this Lease to be made shall constitute reasonable notification. Aames shall not be obligated to make any sale of Pledged Collateral regardless of notice of sale having been given. Aames may adjourn any public or private sale from time to time paid by announcement Lessee at the time and place fixed thereforin the manner herein provided, or should Lessee default in the performance of any other covenants, conditions or restrictions provided in this Lease to be kept or performed by Lessee, or otherwise be in default under or in breach of this Lease, and if such default or breach shall continue incurred for a period of thirty (30) days from and after service upon Lessee of written notice thereof by Lessor, then Lessor at its election (subject to the rights of Authorized Encumbrancers as provided in Paragraph 18 hereof and in the CC&Rs), shall have the following remedies: 21.1 Without barring later election of any other remedy, Lessor without taking possession of Lessee's interest in the Project may require strict performance of all covenants and obligations hereof as the same shall respectively accrue and shall have the right of action therefor; 21.2 Foreclose judicially or by power of sale as provided by law under any deed of trust, security agreement and/or other security instrument given by Lessee to Lessor to secure the payment of rent and any other charges payable by Lessee under this Lease. If such foreclosure proceeding results in a foreclosure sale, the proceeds of such sale mayshall be used (i) to pay all costs and expenses of such foreclosure proceedings, including without further noticelimitation reasonable attorneys fees and court costs, if any, then (ii) to discharge all amounts owed by Lessee to Lessor, including without limitation all rent and other amounts, including late payment charges and interest, payable under this Lease; and (iii) remainder shall be made at payable to Lessee, or as otherwise provided by law. All rights, options and remedies of Lessor contained in this Lease shall be cumulative, and no one of them shall be exclusive of the time other, and place Lessor shall have the right to pursue any one or all of such remedies or any other remedy or relief which it was so adjourned. (b) Any cash held may be provided by Aames as Pledged Collateral and all cash proceeds received law, whether or not stated in this Lease. No waiver by Aames in respect Lessor of a breach of any sale ofof the terms, collection from covenants or other realization upon all conditions of this Lease by Lessee shall be a waiver of any succeeding or preceding breach of the same or any part of the Pledged Collateral mayother term, in the discretion of Aames, be held by Aames as collateral for, and/or then covenant or at any time thereafter be applied (after payment of any amounts payable to Aames pursuant to Section 12) in whole or in part by Aames against, all or any part of the Obligations in such order as Aames shall elect. Any surplus of such cash or cash proceeds held by Aames and remaining after payment in full of all the Obligations shall be paid over to the Pledgor or to whomsoever may be lawfully entitled to receive such surpluscondition.

Remedies Upon Default. If any In addition to the other remedies provided for herein, in the Loan Agreement or otherwise available under applicable law, upon the occurrence and during the continuance of an Event of Default shall have occurred and be continuingDefault: (a) Aames may Pledgee may: (i) exercise in respect of to the Pledged Collateral, in addition to other rights and remedies provided for herein any one or otherwise available to it, all more of the rights and remedies of a secured party on default available under the New York Uniform Commercial Code in effect in and other applicable law; and (ii) sell or otherwise assign, give an option or options to purchase or dispose of and deliver the State of Delaware at that time Collateral (the "Code") (whether or not the Code applies contract to the affected Collateraldo so), and may also, without notice except as specified below, sell the Pledged Collateral or any part thereof thereof, in one or more parcels at public or private salesale or sales, at any exchange or exchange, broker's ’s board or elsewhereat any of Pledgee’s offices or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash, on credit or for future deliverydelivery without assumption of any credit risk, free of any claim or right of whatsoever kind (including any right or equity of redemption) of Pledgor, which claim, right and upon such other terms as Aames may deem commercially reasonableequity are hereby expressly waived and released. The Pledgor agrees that, Pledgee or any Lender shall have the right to the extent permitted by applicable law, upon any such sale or sales, public or private, to purchase the whole or any part of the Collateral so sold; provided, however, Pledgor shall not receive any net proceeds, if any, of any such credit sale or future delivery until cash proceeds are actually received by Pledgee (which cash proceeds shall be applied by Pledgee to the Obligations) and after all Obligations have been paid in full. In case of any sale of all or any part of the Collateral on credit or for future delivery, the Collateral so sold may be retained by Pledgee until the selling price is paid by the purchaser thereof, but Pledgee shall incur no liability in case of the failure of such purchaser to pay for the Collateral so sold and, in case of such failure, the Collateral may again be sold as herein provided. (b) Any notice required to be given by Pledgee of a sale of the Collateral, or any part thereof, or of any other intended action by Pledgee, which occurs not less than five (5) days prior to such proposed action, shall constitute commercially reasonable and fair notice to Pledgor thereof. If, after the occurrence of an Event of Default, a statement renouncing or modifying any right to notification of sale shall or other intended disposition has been signed by Pledgor, during the continuance of such Event of Default, no such notification need be required by law, at least ten days' notice given to the Pledgor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. Aames Pledgor. (c) Pledgee shall not be obligated to make any sale or other disposition of Pledged Collateral regardless the Collateral, or any part thereof unless the terms thereof shall, in its sole discretion, be satisfactory to it. Pledgee may, if it deems it reasonable, postpone or adjourn the sale of notice any of sale having been given. Aames may adjourn the Collateral, or any public or private sale part thereof, from time to time by an announcement at the time and place of such sale or by announcement at the time and place fixed therefor, and of such sale maypostponed or adjourned sale, without further notice, be made at being required to give a new notice of sale. Pledgor agrees that Pledgee has no obligations to preserve rights against prior parties to the time and place to which it was so adjournedCollateral. (bd) Pledgor acknowledges and agrees that Pledgee may comply with limitations or restrictions in connection with any sale of the Collateral in order to avoid any violation of applicable law or in order to obtain any required approval of the sale or of the purchase thereof by any governmental regulatory authority or official and, without limiting the generality of the foregoing, Pledgor acknowledges and agrees that Pledgee may be unable to effect a public sale of any or all the Collateral by reason of certain prohibitions contained in the federal securities laws and applicable state securities laws, but may be compelled to resort to one or more private sales thereof to a restricted group of purchasers who will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. Pledgor acknowledges and agrees that any such private sale may result in prices and other terms less favorable to the seller than if such sale were a public sale. Notwithstanding any such circumstances, Pledgor acknowledges and agrees that such compliance shall not result in any such private sale for such reason alone being deemed to have been made in a commercially unreasonable manner. Pledgee shall not be liable or accountable to Pledgor for any discount allowed by reason of the fact that the Collateral is sold in compliance with any such limitation or restriction. Pledgee shall not be under any obligation to delay a sale of any of the Collateral for the period of time necessary to permit the issuer of such securities to register such securities for public sale under the federal securities laws, or under applicable state securities laws, even if the issuer desires, requests or would agree to do so. (e) Any cash held by Aames Pledgee as Pledged Collateral and all cash proceeds received by Aames Pledgee in respect of any sale of, collection from from, or other realization upon all or any part of the Pledged Collateral may, in the discretion of AamesPledgee, be held by Aames Pledgee as collateral for, Collateral for the Obligations and/or then or at any time thereafter be applied (applied, without any marshalling of rights, remedies or assets, and after payment of any amounts payable to Aames pursuant to Section 12) Pledgee or any Lender hereunder and, after deducting all reasonable costs and expenses of every kind in whole connection with the care, safekeeping, collection, sale, delivery or otherwise of any or all of the Collateral or in part by Aames againstany way relating to the rights of Pledgee hereunder (including attorneys’ fees and disbursements), all or any part to the payment of reduction of the Obligations in such order as Aames shall electObligations. Any surplus of such cash or cash proceeds held by Aames Pledgee and remaining after payment in full of all the Obligations shall be paid over to the Pledgor or to whomsoever may be lawfully entitled to receive such surplus.

Remedies Upon Default. If any Event of Default shall have occurred and be continuing: (a) Aames may The Agent may, and at the direction of the Lenders in their sole and absolute discretion shall, exercise in respect of the Pledged Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party on upon default under the Uniform Commercial Code in effect in the State of Delaware at that time (the "Code") (whether or not the Code applies to the affected Collateral), and the Agent may also, without and at the direction of the Lenders in their sole and absolute discretion shall, upon notice except as specified below, sell the Pledged Collateral or any part thereof in one or more parcels at public or private sale, at any exchange or exchange, broker's board or at any of the Agent's offices or elsewhere, for cash, on credit or for future delivery, and at such price or prices and upon such other terms as Aames the Agent may deem commercially reasonable. The Pledgor agrees that, to the extent notice of sale shall be required by law, at least ten five days' written notice to the Pledgor of the time and place of any public sale or the time after which any private sale is to may be made shall constitute reasonable notification. Aames The Agent shall not be obligated to make any sale of Pledged Collateral regardless of notice of sale having been given. Aames The Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. The Agent shall have the right to bid for and purchase any of the Pledged Collateral at any such public sale and shall not be deemed thereby to have retained the Pledged Collateral in satisfaction of the Secured Obligations. (b) Any cash held by Aames the Agent as Pledged Collateral and all cash proceeds received by Aames the Agent in respect of any sale of, collection from or other realization upon all or any part of the Pledged Collateral may, in the discretion of Aamesthe Agent, be held by Aames the Agent as collateral for, and/or then or at any time thereafter be applied (after payment of any amounts payable to Aames the Agent pursuant to Section 12SECTION 13) in whole or in part by Aames the Agent against, all or any part of the Secured Obligations in such order as Aames the Agent shall elect. Any surplus of such cash or cash proceeds held by Aames the Agent and remaining after payment in full of all the Secured Obligations shall be paid over to the Pledgor or to whomsoever may be lawfully entitled to receive such surplus. The Pledgor shall remain liable for any deficiency. (c) The Pledgor acknowledges that compliance with applicable securities laws may very strictly limit the Agent's conduct in the disposition of all or any part of the Pledged Collateral in accordance with this SECTION 12, and may also limit the extent to which or the manner in which any subsequent transferee of any Pledged Collateral may dispose of the same. Pledgor acknowledges and agrees that the Agent shall be entitled to place all or any part of the Pledged Collateral for private placement by an investment banking firm, that any such investment banking firm may purchase all or any part of the Pledged Collateral for its own account and that the Agent shall be entitled to place all or any part of the Pledged Collateral privately with a purchaser or purchasers who will represent and agree that they are purchasing the Pledged Collateral for their own account for investment and not with a view to the distribution or sale thereof in violation of applicable securities laws, notwithstanding the existence of a public or private market upon which the quotations or sales prices may exceed substantially the price at which the Agent sells the Pledged Collateral.

Remedies Upon Default. If any Event of Default shall have occurred and be continuing: (a) Aames may exercise in respect The Collateral Agent shall deliver to the Buyers their respective pro rata portion of the Pledged CollateralMaterials held by the Collateral Agent hereunder, in addition to other rights and remedies provided for herein or otherwise available to it, whereupon the Buyers may exercise all the rights and remedies of a secured party on default with respect to such property as may be available under the Uniform Commercial Code as in effect in the State of Delaware at that time (New York, including but not limited to selling the "Code") (whether or not the Code applies to the affected Collateral), and may also, without notice except as specified below, sell the Pledged Collateral or any part thereof in one or more parcels at public or private sale, at any exchange or broker's ’s board or elsewhere, for cash, at such price or prices and on credit or for future delivery, and upon such other terms as Aames the Buyers may deem commercially reasonable. The Pledgor agrees Pledgors agree that, to the extent notice of sale shall be required by law, at least ten (10) days' ’ notice to any of the Pledgor Pledgors of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. Aames The Buyers shall not be obligated to make any sale of Pledged Collateral regardless of notice of sale having been given. Aames The Buyers may adjourn any public or private sale from time to time by announcement at the time and place fixed therefortherefore, and such sale may, without further notice, be made at the time and place to which it was so adjourned. (b) Each Pledgor recognizes that it may be impracticable to effect a public sale of all or any part of the Pledged Shares or any other securities constituting Collateral and that the Buyers may, therefore, determine to make one or more private sales of any such securities to a restricted group of purchasers who will be obligated to agree, among other things, to acquire such securities for its own account, for investment and not with a view to the distribution or resale thereof. Each Pledgor acknowledges that any such private sale may be at prices and on terms less favorable to the seller than the prices and other terms which might have been obtained at a public sale and, notwithstanding the foregoing, agrees that such private sales shall be deemed to have been made in a commercially reasonable manner and that the Buyers shall have no obligation to delay sale of any such securities for the period of time necessary to permit the issuer of such securities to register such securities for public sale under the Securities Act of 1933, as amended (the “Securities Act”). Each Pledgor further acknowledges and agrees that any offer to sell such securities which has been (i) publicly advertised on a bona fide basis in a newspaper or other publication of general circulation in the financial community of New York, New York (to the extent that such an offer may be so advertised without prior registration under the Securities Act) or (ii) made privately in the manner described above to not less than fifteen (15) bona fide offerees shall be deemed to involve a “public disposition” for the purposes of Section 9-610 of the Code (or any successor or similar, applicable statutory provision) as then in effect in the State of New York, notwithstanding that such sale may not constitute a “public offering” under the Securities Act, and that the Collateral Agent may, in such event, bid for the purchase of such securities. (c) Any cash held by Aames the Collateral Agent as Pledged Collateral and all cash proceeds received by Aames the Collateral Agent in respect of any sale of, collection from from, or other realization upon upon, all or any part of the Pledged Collateral may, in the discretion of Aames, be held by Aames as collateral for, and/or then or at any time thereafter shall be applied (after payment of any amounts payable to Aames the Collateral Agent pursuant to Section 1210 hereof) in whole or in part by Aames the Collateral Agent against, all or any part of the Obligations in such order as Aames the Collateral Agent shall elect. Any surplus elect consistent with the provisions of the Securities Purchase Agreement. (d) In the event that the proceeds of any such sale, collection or realization are insufficient to pay all amounts to which the Buyers are legally entitled, the Company shall be liable for the deficiency, together with interest thereon at the highest rate specified in the Notes for interest on overdue principal thereof or such other rate as shall be fixed by applicable law, together with the costs of collection and the reasonable fees, costs and expenses of any attorneys employed by the Collateral Agent to collect such deficiency. (e) In the event that the proceeds of any such sale, collection, or realization are more than sufficient to pay all amounts to which the Buyers are legally entitled, the remainder of such cash or cash proceeds held by Aames together with any remaining Pledged Shares and remaining after payment in full of all the Obligations Subsequent Pledged Shares shall be paid over returned to the Pledgor or to whomsoever may be lawfully entitled to receive such surplusPledgors in accordance with the terms hereof.

Remedies Upon Default. If any Event of Default shall --------------------- have occurred and be continuing: (a) Aames The Agent may exercise in respect of the Pledged Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party on after default under the Uniform Commercial Code (the "Code") in effect in the State of Delaware Illinois at that time (the "Code") (whether or not the Code applies to the affected Collateral)time, and the Agent may also, without notice except as specified below, sell the Pledged Collateral or any part thereof in one or more parcels at public or private sale, at any exchange or exchange, broker's board or at any office of the Agent or elsewhere, for cash, on credit or for future delivery, and upon such other terms as Aames the Agent may deem commercially reasonable. The Pledgor agrees that, to the extent notice of sale shall be required by law, at least ten (10) days' notice to the Pledgor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. Aames The Agent shall not be obligated to make any sale of Pledged Collateral regardless of notice of sale having been given. Aames The Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. The Pledgor hereby waives any claims against the Agent arising by reason of the fact that the price at which any Pledged Collateral may have been sold at such a private sale was less than the price which might have been obtained at a public sale, even if the Agent accepts the first offer received and does not offer such Pledged Collateral to more than one offeree. (b) Any If the Agent shall determine to exercise its right to sell all or any of the Pledged Collateral pursuant to this Section 11, ---------- the Pledgor agrees that, upon request of the Agent, the Pledgor will, at its own cost and expense: (i) execute and deliver, and use its best efforts to cause each issuer of the Pledged Shares and its directors and officers to execute and deliver, all such instruments and documents, and do or cause to be done all such other acts and things, as may be necessary or, in the opinion of the Agent, necessary or advisable to register such Pledged Shares under the provisions of the Securities Act of 1933, as from time to time amended (the "Securities Act"), and to cause the registration statement relating thereto to become effective and to remain effective for such period as prospectuses are required by law to be furnished, and to make all amendments and supplements thereto and to the related prospectus which, in the opinion of the Agent, are necessary or advisable, all in conformity with the requirements of the Securities Act and the rules and regulations of the Securities and Exchange Commission ("SEC") applicable thereto; (ii) use its best efforts to qualify the Pledged Collateral under the state securities or "Blue Sky" laws and to obtain all necessary governmental approvals for the sale of the Pledged Collateral, as requested by the Agent; (iii) make available to its security holders, as soon as practicable, an earnings statement which will satisfy the provisions of section 11(a) of the Securities Act; and (iv) do or cause to be done all such other acts and things as may be necessary to make such sale of the Pledged Collateral or any part thereof valid and binding and in compliance with applicable law. The Pledgor further acknowledges the impossibility of ascertaining the amount of damages which would be suffered by the Agent by reason of the failure by the Pledgor to perform any of the covenants contained in this Section 11 and, consequently, agrees that, if the Pledgor shall fail to ---------- perform any of such covenants, it shall pay, as liquidated damages and not as a penalty, an amount equal to the value of the Pledged Collateral on the date the Agent shall demand compliance with this Section. (c) The Pledgor recognizes that, by reason of the aforementioned requirements and certain prohibitions contained in the Securities Act and applicable state securities laws, the Agent may, at its option, elect not to require the Pledgor to register all or any part of the Pledged Collateral and may therefore be compelled, with respect to any sale of all or any part of the Pledged Collateral, to limit purchasers to those who will agree, among other things, to acquire such securities for their own account, for investment, and not with a view to the distribution or resale thereof. The Pledgor acknowledges and agrees that any such sale may result in prices and other terms less favorable to the seller than if such sale were a public sale without such restrictions and, notwithstanding such circumstances, agrees that any such sale shall be deemed to have been made in a commercially reasonable manner. The Agent shall be under no obligation to delay the sale of any of the Pledged Collateral for the period of time necessary to permit the Pledgor to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if the Pledgor would agree to do so. (d) If the Agent determines to exercise its right to sell any or all of the Pledged Collateral pursuant to this Section 11, upon ---------- written request, the Pledgor shall, from time to time, furnish to the Agent all such information as the Agent may request in order to determine the number of shares and other instruments included in the Pledged Collateral which may be sold by the Agent as exempt transactions under the Securities Act and rules of the SEC thereunder, as the same are from time to time in effect. (e) Subject to the requirements set forth in the Loan Documents, any cash held by Aames the Agent as Pledged Collateral and all cash proceeds received by Aames the Agent in respect of any sale of, collection from from, or other realization upon all or any part of the Pledged Collateral may, shall be applied by the Agent in the discretion order of Aames, be held by Aames as collateral for, and/or then or at any time thereafter be applied (after payment of any amounts payable to Aames pursuant to Section 12) priorities set forth in whole or in part by Aames against, all or any part of the Obligations in such order as Aames shall elect. Any surplus of such cash or cash proceeds held by Aames and remaining after payment in full of all the Obligations shall be paid over to the Pledgor or to whomsoever may be lawfully entitled to receive such surplusLoan Documents.

Remedies Upon Default. In accordance with, and to the extent consistent with, the terms of any applicable Intercreditor Agreement and applicable Requirements of Law (including Gaming Laws), the Agent may take any action specified in this Section 5.01. If any an Event of Default shall have occurred occur and be continuing: (a) Aames may continuing and the Agent shall have given notice of its intent to exercise in respect its rights hereunder to Holdings, the Agent, on behalf of the Pledged CollateralSecured Parties, may exercise, in addition to all other rights and remedies provided for herein granted in this Agreement and in any other instrument or otherwise available agreement securing, evidencing or relating to itthe Secured Obligations, all the rights and remedies of a secured party on default under the Uniform Commercial Code in effect New York UCC or applicable law. Without limiting the generality of the foregoing, the Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below and any notice referred to in the State preceding sentence) to or upon Holdings, the Borrower, or any other Person (all and each of Delaware at that time (the "Code") (whether or not the Code applies to the affected Collateralwhich demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Pledged Collateral, or any part thereof, and/or may alsoforthwith sell, without notice except as specified belowassign, sell give option or options to purchase or otherwise Dispose of and deliver the Pledged Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private salesale or sales, in the over-the-counter market, at any exchange or broker's ’s board or elsewhereoffice of the Agent or any Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash, cash or on credit or for future delivery, and upon such other terms as Aames may deem commercially reasonabledelivery without assumption of any credit risk. The Pledgor Agent shall give Holdings 10 days’ written notice (which Holdings agrees thatis reasonable notice within the meaning of Section 9-611 of the New York UCC or its equivalent in other jurisdictions) of the Agent’s intention to make any Disposition of Pledged Collateral. Such notice, to in the extent notice case of sale a public sale, shall be required by law, at least ten days' notice to the Pledgor of state the time and place for such sale and, in the case of any public a sale at a broker’s board or on a securities exchange, shall state the time after board or exchange at which any private such sale is to be made and the day on which the Pledged Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall constitute reasonable notificationbe held at such time or times within ordinary business hours and at such place or places as the Agent may fix and state in the notice (if any) of such sale. Aames At any such sale, the Pledged Collateral, or the portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Agent may (in its sole and absolute discretion) determine. The Agent shall not be obligated to make any sale of any Pledged Collateral if it shall determine not to do so, regardless of the fact that notice of sale having of such Pledged Collateral shall have been given. Aames may adjourn The Agent or any Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale from time or sales, to time by announcement at purchase the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. (b) Any cash held by Aames as Pledged Collateral and all cash proceeds received by Aames in respect of any sale of, collection from or other realization upon all whole or any part of the Pledged Collateral mayso sold, in the discretion of Aames, be held by Aames as collateral for, and/or then or at any time thereafter be applied (after payment free of any amounts payable to Aames pursuant to Section 12) right or equity of redemption in whole Holdings, which right or in part by Aames against, all equity is hereby waived or any part of the Obligations in such order as Aames shall elect. Any surplus of such cash or cash proceeds held by Aames and remaining after payment in full of all the Obligations shall be paid over to the Pledgor or to whomsoever may be lawfully entitled to receive such surplusreleased.

Remedies Upon Default. If any Event of Default shall have occurred and be continuing: (a) Aames The Collateral Agent may, without notice to the Pledgors except as required by law and at any time or from time to time, charge, set-off and otherwise apply all or any part of the Collateral in the Account against the Liabilities or any part thereof. (b) The Collateral Agent may also exercise in respect of the Pledged Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party on default under the Uniform Commercial Code in effect in the State of Delaware New York at that time (the "Code") (whether or not the Code applies to the affected Collateral), and may also, without notice except as specified below, sell the Pledged Collateral or any part thereof in one or more parcels at public or private sale, at any exchange or brokerof the Collateral Agent's board offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as Aames the Collateral Agent may deem commercially reasonable. The Each Pledgor agrees that, to the extent notice of sale shall be required by law, at least ten days' notice to the Pledgor Pledgors of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. Aames The Collateral Agent shall not be obligated to make any sale of Pledged Collateral regardless of notice of sale having been given. Aames The Collateral Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. (bc) Any cash held by Aames the Collateral Agent as Pledged Collateral and all cash proceeds received by Aames the Collateral Agent in respect of any sale of, collection from from, or other realization upon all or any part of the Pledged Collateral may, in the discretion of Aamesthe Collateral Agent, be held by Aames the Collateral Agent as collateral for, and/or then or at any time thereafter be applied (after payment of any amounts payable to Aames the Collateral Agent pursuant to Section 1215) in whole or in part by Aames the Collateral Agent for the ratable benefit of the Agents, the Lenders and the other Holders against, all or any part of the Obligations Liabilities in such order as Aames the Collateral Agent shall elect. Any surplus of such cash or cash proceeds held by Aames the Collateral Agent and remaining after payment in full of all the Obligations Liabilities shall be paid over to the Pledgor or to whomsoever may be lawfully entitled to receive such surplusPledgors.

Remedies Upon Default. If any Event of Default shall have occurred and be continuing: (a) Aames The Collateral Agent may exercise in respect of the Pledged Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, all of the rights and remedies of a secured party on default under the Uniform Commercial Code then in effect in the State of Delaware at that time (New York; and without limiting the "Code") (whether or not generality of the Code applies to the affected Collateral), foregoing and may also, without notice except as specified below, sell the Pledged Collateral or any part thereof in one or more parcels at public or private sale, at any exchange or broker's ’s board or elsewhere, for cash, at such price or prices and on credit or for future delivery, and upon such other terms as Aames the Collateral Agent may deem commercially reasonable, or deliver Pledged Collateral to the Holders of the Notes and the Holders of the Warrants in accordance with the Put Agreement. The Pledgor agrees that, to the extent notice of sale shall be required by law, at least ten (10) days' ’ notice to any of the Pledgor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. Aames The Collateral Agent shall not be obligated to make any sale of Pledged Collateral regardless of notice of sale having been given. Aames The Collateral Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. (b) The Pledgor recognizes that it may be impracticable to effect a public sale of all or any part of the Pledged Shares or any other securities constituting Pledged Collateral and that the Collateral Agent may, therefore, determine to make one or more private sales of any such securities to a restricted group of purchasers who will be obligated to agree, among other things, to acquire such securities for its own account, for investment and not with a view to the distribution or resale thereof. The Pledgor acknowledges that any such private sale may be at prices and on terms less favorable to the seller than the prices and other terms which might have been obtained at a public sale and, notwithstanding the foregoing, agrees that such private sales shall be deemed to have been made in a commercially reasonable manner and that unless a registration statement is in effect with respect to the resale of the Pledged Shares, the Collateral Agent shall have no obligation to delay sale of any such securities for the period of time necessary to permit the issuer of such securities to register such securities for public sale under the Securities Act. The Pledgor further acknowledges and agrees that any offer to sell such securities which has been (i) publicly advertised on a bona fide basis in a newspaper or other publication of general circulation in the financial community of New York, New York (to the extent that such an offer may be so advertised without prior registration under the Securities Act) or (ii) made privately in the manner described above to not less than fifteen (15) bona fide offerees shall be deemed to involve a “public disposition” for the purposes of Section 9-610 of the Code (or any successor or similar, applicable statutory provision) as then in effect in the State of New York, notwithstanding that such sale may not constitute a “public offering” under the Securities Act, and that the Collateral Agent may, in such event, bid for the purchase of such securities. (c) Any cash held by Aames the Collateral Agent as Pledged Collateral and all cash proceeds received by Aames the Collateral Agent in respect of any sale of, collection from from, or other realization upon upon, all or any part of the Pledged Collateral may, in the discretion of Aames, be held by Aames as collateral for, and/or then or at any time thereafter shall be applied (after payment of any amounts payable to Aames the Collateral Agent pursuant to Section 1211 hereof) in whole or in part by Aames the Collateral Agent against, all or any part of the Secured Obligations in such order as Aames the Collateral Agent shall elect. Any surplus elect consistent with the provisions of the Put Agreement. (d) In the event that the proceeds of any such cash sale, collection or cash proceeds held by Aames and remaining after payment in full of realization are insufficient to pay all amounts to which the Obligations Collateral Agent is legally entitled, the Pledgor shall be paid over liable for the deficiency, together with interest thereon at the highest rate specified in the Notes for interest on overdue principal thereof or such other rate as shall be fixed by applicable law, together with the costs of collection and the reasonable fees, costs and expenses of any attorneys employed by the Collateral Agent to the Pledgor or to whomsoever may be lawfully entitled to receive collect such surplusdeficiency.

Remedies Upon Default. If any Event of Default shall have occurred and be continuing: (a) Aames The Collateral Agent may, and shall at the direction of the Administrative Agent, without notice to the Pledgor except as required by law and at any time or from time to time, charge, set-off and otherwise apply all or any part of the Account against the Secured Obligations or any part thereof. (b) The Collateral Agent may also exercise in respect of the Pledged Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party on default under the Uniform Commercial Code in effect in the State of Delaware New York at that time (the "“Code"”) (whether or not the Code applies to the affected Collateral), and may also, without notice except as specified below, sell the Pledged Collateral or any part thereof in one or more parcels at public or private sale, at any exchange or broker's board of the Collateral Agent’s offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as Aames the Collateral Agent may deem commercially reasonable. The Pledgor agrees that, to the extent notice of sale shall be required by law, at least ten days' ’ notice to the Pledgor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. Aames The Collateral Agent shall not be obligated to make any sale of Pledged Collateral regardless of notice of sale having been given. Aames The Collateral Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. (bc) Any cash held by Aames the Collateral Agent as Pledged Collateral and all cash proceeds received by Aames the Collateral Agent in respect of any sale of, collection from from, or other realization upon all or any part of the Pledged Collateral may, in the discretion of Aamesthe Administrative Agent, be held by Aames the Collateral Agent as collateral for, and/or then or at any time thereafter be applied (after payment of any amounts payable to Aames the Collateral Agent pursuant to Section 1214) in whole or in part by Aames the Administrative Agent for its benefit and the ratable benefit of the Collateral Agent, the Lenders and the LC Issuer against, all or any part of the Secured Obligations in such order as Aames the Administrative Agent shall elect. Any surplus of such cash or cash proceeds held by Aames the Collateral Agent and remaining after payment in full of all the Secured Obligations shall be paid over to the Pledgor or to whomsoever may be lawfully entitled to receive such surplus.

Remedies Upon Default. If any Upon the occurrence and during the continuance of an Event of Default shall have occurred and be continuing:under the Note ("Event of Default"): (a) Aames The Secured Party may exercise in respect of the Pledged Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party Secured Party on default under the Uniform Commercial Code in effect in the State (irrespective of Delaware at that time (the "Code") (whether or not the Code applies to the affected items of Collateral), and the Secured Party may also, also without notice (except as specified below, ) sell the Pledged Collateral or any part thereof in one or more parcels at public or private sale, at any exchange or exchange, broker's board or at any of the Secured Party's offices or elsewhere, for cash, on credit or for future delivery, at such time or times and at such price or prices and upon such other terms as Aames the Secured Party may deem commercially reasonable, irrespective of the impact of any such sales on the market price of the Collateral. To the maximum extent permitted by applicable law, the Secured Party may be the purchaser of any or all of the Collateral at any such sale and shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply all or any part of the Secured Obligations as a credit on account of the purchase price of any Collateral payable at such sale. Each purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of the Pledgor, and the Pledgor hereby waives (to the extent permitted by law) all rights of redemption, stay, or appraisal that it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. The Pledgor agrees that, to the extent notice of sale shall be required by law, at least ten days' (10) calendar days notice to the Pledgor of the time and place of any public sale or the time after which any a private sale is to be made shall constitute reasonable notification. Aames The Secured Party shall not be obligated to make any sale of Pledged Collateral regardless of notice of sale having been given. Aames The Secured Party may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. To the maximum extent permitted by law, The Pledgor hereby waives any claims against the Secured Party arising because the price at which any Collateral may have been sold at such a private sale was less than the price that might have been obtained at a public sale, even if the Secured Party accepts the first offer received and does not offer such Collateral to more than one offeree. (b) Any cash held The Pledgor hereby agrees that any sale or other disposition of the Collateral conducted in conformity with reasonable commercial practices of banks, insurance companies, or other financial institutions in the city and state where the Secured Party is located in disposing of property similar to the Collateral shall be deemed to be commercially reasonable. (c) The Pledgor hereby acknowledges that the sale by Aames as Pledged Collateral and all cash proceeds received by Aames in respect the Secured Party of any sale ofCollateral pursuant to the terms hereof in compliance with the Securities Act of 1933, collection from as amended, as now in effect or as hereafter amended, or any similar statute hereafter adopted with similar purpose or effect (the "Securities Act"), as well as applicable "Blue Sky" or other realization state securities laws, may require strict limitations as to the manner in which the Secured Party or any subsequent transferee of the Collateral may dispose thereof. The Pledgor acknowledges and agrees that in order to protect the Secured Party's interest it may be necessary to sell the Collateral at a price less than the maximum price attainable if a sale were delayed or were made in another manner, such as a public offering under the Securities Act. The Pledgor has no objection to sale in such a manner and agrees that the Secured Party shall have no obligation to obtain the maximum possible price for the Collateral. Without limiting the generality of the foregoing, The Pledgor agrees that, upon the occurrence and during the continuation of an Event of Default, the Secured Party may, subject to applicable law, from time to time attempt to sell all or any part of the Pledged Collateral mayby a private placement, restricting the bidders and prospective purchasers to those who will represent and agree that they are purchasing for investment only and not for distribution. In so doing, the Secured Party may solicit offers to buy the Collateral or any part thereof for cash, from a limited number of investors reasonably believed by the Secured Party to be institutional investors or other accredited investors who might be interested in purchasing the Collateral. If the Secured Party shall solicit such offers, then the acceptance by the Secured Party of one of the offers shall be deemed to be a commercially reasonable method of disposition of the Collateral. (d) If the Secured Party shall determine to exercise its right to sell all or any portion of the Collateral pursuant to this Section, then the Pledgor agrees that, upon request of the Secured Party, the Pledgor, at its own expense, shall: (i) execute and deliver, or cause the officers and directors of the Issuer to execute and deliver, to any person, entity or governmental authority as the Secured Party may choose, any and all documents and writings which, in the discretion Secured Party's reasonable judgment, may be necessary or appropriate for approval, or be required by, any regulatory authority located in any city, county, state or country where the Pledgor engages in business, in order to transfer or to more effectively transfer the Pledged Interests or otherwise enforce the Secured Party's rights hereunder; and (ii) do or cause to be done all such other acts and things as may be necessary to make such sale of Aames, be held by Aames as collateral for, and/or then or at any time thereafter be applied (after payment of any amounts payable to Aames pursuant to Section 12) in whole or in part by Aames against, all the Collateral or any part of the Obligations thereof valid and binding and in such order as Aames shall elect. Any surplus of such cash or cash proceeds held by Aames and remaining after payment in full of all the Obligations shall be paid over to compliance with applicable law; and (iii) cause the Pledgor or to whomsoever timely file all periodic reports required to be filed by the Pledgor under the Securities Exchange Act of 1934, as amended. The Pledgor acknowledges that there is no adequate remedy at law for failure by it to comply with the provisions of this Section 11 and that such failure would not be adequately compensable in damages, and therefore agrees that its agreements contained in this Section 11 may be lawfully entitled to receive such surplusspecifically enforced. (e) THE PLEDGOR EXPRESSLY WAIVES TO THE MAXIMUM EXTENT PERMITTED BY LAW: (i) ANY CONSTITUTIONAL OR OTHER RIGHT TO A JUDICIAL HEARING PRIOR TO THE TIME THE SECURED PARTY DISPOSES OF ALL OR ANY PART OF THE COLLATERAL AS PROVIDED IN THIS SECTION; (ii) ALL RIGHTS OF REDEMPTION, STAY, OR APPRAISAL THAT IT NOW HAS OR MAY AT ANY TIME IN THE FUTURE HAVE UNDER ANY RULE OF LAW OR STATUTE NOW EXISTING OR HEREAFTER ENACTED; AND (iii) EXCEPT AS SET FORTH IN SUBSECTION (a) OF THIS SECTION 11, ANY REQUIREMENT OF NOTICE, DEMAND, OR ADVERTISEMENT FOR SALE.

Remedies Upon Default. If any In the event that an Event of Default shall have occurred and be continuingoccurred: a. Buyer may, at its option (which option shall be deemed to have been exercised immediately upon the occurrence of an Act of Insolvency of Seller or any Affiliate), declare an Event of Default to have occurred hereunder and, upon the exercise or deemed exercise of such option, the Repurchase Date for each Transaction hereunder shall, if it has not already occurred, be deemed immediately to occur (except that, in the event that the Purchase Date for any Transaction has not yet occurred as of the date of such exercise or deemed exercise, such Transaction shall be deemed immediately canceled). Buyer shall (except upon the occurrence of an Act of Insolvency) give notice to Seller and Guarantor of the exercise of such option as promptly as practicable. b. If Buyer exercises or is deemed to have exercised the option referred to in subparagraph (a) Aames of this Section, (i) Seller’s obligations in such Transactions to repurchase all Purchased Mortgage Loans, at the Repurchase Price therefor on the Repurchase Date determined in accordance with subparagraph (a) of this Section, shall thereupon become immediately due and payable, (ii) all Income paid after such exercise or deemed exercise shall be retained by Buyer and applied, in Buyer’s sole discretion, to the aggregate unpaid Repurchase Prices for all outstanding Transactions and any other amounts owing by Seller hereunder, and (iii) Seller shall immediately deliver to Buyer the Mortgage Files relating to any Purchased Mortgage Loans subject to such Transactions then in Seller’s possession or control. c. Buyer also shall have the right to obtain physical possession, and to commence an action to obtain physical possession, of all Records and files of Seller relating to the Purchased Mortgage Loans and all documents relating to the Purchased Mortgage Loans (including, without limitation, any legal, credit or servicing files with respect to the Purchased Mortgage Loans) which are then or may exercise thereafter come in to the possession of Seller or any third party acting for Seller including the Servicers and any Underlying Repurchase Counterparty. To obtain physical possession of any Purchased Mortgage Loans held by Custodian, Buyer shall present to Custodian a Trust Receipt. Without limiting the rights of Buyer hereto to pursue all other legal and equitable rights available to Buyer for Seller’s failure to perform its obligations under this Agreement, Seller acknowledges and agrees that the remedy at law for any failure to perform obligations hereunder would be inadequate and Buyer shall be entitled to specific performance, injunctive relief, or other equitable remedies in the event of any such failure. The availability of these remedies shall not prohibit Buyer from pursuing any other remedies for such breach, including the recovery of monetary damages. d. Buyer shall have the right to direct all servicers then servicing any Purchased Mortgage Loans and each Underlying Repurchase Counterparty to remit all collections thereon to Buyer, and if any such payments are received by Seller, Seller shall not commingle the amounts received with other funds of Seller and shall promptly pay them over to Buyer. Buyer shall also have the right to terminate any one or all of the servicers then servicing any Purchased Mortgage Loans with or without cause. In addition, Buyer shall have the right to immediately sell the Purchased Mortgage Loans and liquidate all Repurchase Assets. Such disposition of Purchased Mortgage Loans may be, at Buyer’s option, on either a servicing-released or a servicing-retained basis. Buyer shall not be required to give any warranties as to the Purchased Mortgage Loans with respect to any such disposition thereof. Buyer may specifically disclaim or modify any warranties of title or the like relating to the Purchased Mortgage Loans. The foregoing procedure for disposition of the Purchased Mortgage Loans and liquidation of the Repurchase Assets shall not be considered to adversely affect the commercial reasonableness of any sale thereof. Seller agrees that it would not be commercially unreasonable for Buyer to dispose of the Purchased Mortgage Loans or the Repurchase Assets or any portion thereof by using Internet sites that provide for the auction of assets similar to the Purchased Mortgage Loans or the Repurchase Assets, or that have the reasonable capability of doing so, or that match buyers and sellers of assets. Buyer shall be entitled to place the Purchased Mortgage Loans in a pool for issuance of mortgage-backed securities at the then-prevailing price for such securities and to sell such securities for such prevailing price in the open market. Buyer shall also be entitled to sell any or all of such Mortgage Loans individually for the prevailing price. Buyer shall also be entitled, in its sole discretion to elect, in lieu of selling all or a portion of such Purchased Mortgage Loans, to give the Seller credit for such Purchased Mortgage Loans and the Repurchase Assets in an amount equal to the Market Value of the Purchased Mortgage Loans against the aggregate unpaid Repurchase Price and any other amounts owing by the Seller hereunder. e. Upon the happening of one or more Events of Default, Buyer may apply any proceeds from the liquidation of the Purchased Mortgage Loans and Repurchase Assets to the Repurchase Prices hereunder and all other Obligations in the manner Buyer deems appropriate in its sole discretion. f. Seller shall be liable to Buyer for (i) the amount of all reasonable legal or other expenses (including, without limitation, all costs and expenses of Buyer in connection with the enforcement of this Agreement or any other agreement evidencing a Transaction, whether in action, suit or litigation or bankruptcy, insolvency or other similar proceeding affecting creditors’ rights generally, further including, without limitation, the reasonable fees and expenses of counsel (including the costs of internal counsel of Buyer) incurred in connection with or as a result of an Event of Default, (ii) damages in an amount equal to the cost (including all fees, expenses and commissions) of entering into replacement transactions and entering into or terminating hedge transactions in connection with or as a result of an Event of Default, and (iii) any other loss, damage, cost or expense directly arising or resulting from the occurrence of an Event of Default in respect of a Transaction. g. To the Pledged Collateralextent permitted by applicable law, Seller shall be liable to Buyer for interest on any amounts owing by Seller hereunder, from the date Seller becomes liable for such amounts hereunder until such amounts are (i) paid in addition to other full by Seller or (ii) satisfied in full by the exercise of Buyer’s rights and remedies provided for herein or otherwise available to it, all the rights and remedies of hereunder. Interest on any sum payable by Seller under this Section 16(g) shall accrue at a secured party on default under the Uniform Commercial Code in effect in the State of Delaware at that time (the "Code") (whether or not the Code applies rate equal to the affected Collateral), and may also, without notice except as specified below, sell the Pledged Collateral or any part thereof in one or more parcels at public or private sale, at any exchange or broker's board or elsewhere, for cash, on credit or for future delivery, and upon such other terms as Aames may deem commercially reasonable. The Pledgor agrees that, to the extent notice of sale shall be required by law, at least ten days' notice to the Pledgor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. Aames shall not be obligated to make any sale of Pledged Collateral regardless of notice of sale having been given. Aames may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjournedPost-Default Rate. (b) Any cash held by Aames as Pledged Collateral and all cash proceeds received by Aames in respect of any sale of, collection from or other realization upon all or any part of the Pledged Collateral may, in the discretion of Aames, be held by Aames as collateral for, and/or then or at any time thereafter be applied (after payment of any amounts payable to Aames pursuant to Section 12) in whole or in part by Aames against, all or any part of the Obligations in such order as Aames shall elect. Any surplus of such cash or cash proceeds held by Aames and remaining after payment in full of all the Obligations shall be paid over to the Pledgor or to whomsoever may be lawfully entitled to receive such surplus.

Remedies Upon Default. If Upon any Event of Default by any Loan Party, Lender may pursue any and all remedies provided at law or in equity. If an Event of Default shall occur on or after the Collateral Pledge Effective Date, the Lender shall have occurred the right, upon reasonable written notice (such reasonable notice to be determined by the Lender in its sole and absolute discretion, which shall not be continuing: less than five (a5) Aames may exercise in business days), with respect of to the Pledged Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party on default under the Uniform Commercial Code in effect in the State of Delaware at that time (the "Code") Collateral (whether or not the Code applies to same shall then be or shall thereafter come into the affected Collateralpossession, custody or control of the Lender), and may alsoto sell, without notice except as specified belowlease, sell the Pledged Collateral license, assign or otherwise dispose of all or any part thereof in one of the Collateral, at such place or more parcels places as the Lender deems best, and for cash or for credit or for future delivery (without thereby assuming any credit risk), at public or private sale, without demand of performance or notice of intention to effect any such disposition or of the time or place thereof (except such notice as is required above or by applicable statute and cannot be waived), and the Lender or anyone else may be the purchaser, lessee, licensee, assignee or recipient of any or all of the Collateral so disposed of at any exchange or broker's board or elsewhere, for cash, on credit or for future delivery, and upon such other terms as Aames may deem commercially reasonable. The Pledgor agrees thatpublic sale (or, to the extent notice of sale shall be required permitted by law, at least ten days' any private sale) and thereafter hold the same absolutely, free from any claim or right of whatsoever kind, including any right or equity of redemption (statutory or otherwise), of the Grantor, any such demand, notice and right or equity being hereby expressly waived and released. The Lender may, to the Pledgor of the time and place of any public sale fullest extent permitted by applicable law, without notice or the time after which any private sale is to be made shall constitute reasonable notification. Aames shall not be obligated to make any sale of Pledged Collateral regardless of notice of sale having been given. Aames may publication, adjourn any such public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed thereforfor the sale, and such sale may, without further notice, may be made at the any time and or place to which it was the sale may be so adjourned. (b) . Lender’s remedies set forth above and under the Series C Preferred Stock are not exclusive of any other available remedy or remedies, but each remedy shall be cumulative and shall be in addition to any other remedy given in this Loan Agreement, under the Series C Preferred Stock, at law, in equity, or by statute, whether now existing or hereafter arising. The exercise of any remedy or remedies shall not be an election of remedies. The remedies and rights of Lender may be exercised concurrently, alone, in any combination, or in any order that Lender deems appropriate. Any cash held waiver or consent to waiver of any of the foregoing provisions shall not be construed as a bar to a waiver of any such right on any future occasion. Each Loan Party hereby irrevocably constitutes and appoints Lender and any officer or agent thereof, with full power of substitution, as its true and lawful attorneys-in-fact, with full irrevocable power and authority in the place and stead of such Loan Party or in Lender’s own name, for the purpose of carrying out the terms of this Loan, to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or desirable to accomplish the purposes of this Loan Agreement and, without limiting the generality of the foregoing, hereby gives said attorneys the power and right, on behalf of such Loan Party, without notice to or assent by Aames such Loan Party, to do the following upon the occurrence of an Event of Default: on and following the Collateral Pledge Effective Date, generally, to sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Collateral in such manner as Pledged is consistent with the Uniform Commercial Code and as fully and completely as though Lender was the absolute owner thereof for all purposes, and to do at the expense of the Loan Parties, at any time, or from time to time, all acts and things which Lender deems necessary or desirable to protect, preserve or realize upon the Collateral and all cash proceeds received by Aames in respect of any sale of, collection from or other realization upon all or any part of the Pledged Collateral mayLender’s security interest therein, in order to effect the discretion intent of Aamesthis Loan Agreement, be held all as fully and effectively as any Loan Party might do. Upon any Event of Default by Aames as collateral forany Loan Party following the Loan Discharge Date, and/or then or each Executive Lender may pursue any and all remedies provided at any time thereafter be applied (after payment of any amounts payable to Aames pursuant to Section 12) in whole law or in part by Aames against, all or any part of the Obligations in such order as Aames shall elect. Any surplus of such cash or cash proceeds held by Aames and remaining after payment in full of all the Obligations shall be paid over to the Pledgor or to whomsoever may be lawfully entitled to receive such surplusequity.

Remedies Upon Default. If any Upon the occurrence and during the continuance of an Event of Default shall have occurred and be continuing:under the Debenture and/or the Guaranty “Event of Default”): (a) Aames Secured Party may exercise in respect of the Pledged Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party on default under the Uniform Commercial Code in effect in the State (irrespective of Delaware at that time (the "Code") (whether or not the Code applies to the affected items of Collateral), and Secured Party may also, also without notice (except as specified below, ) sell the Pledged Collateral or any part thereof in one or more parcels at public or private sale, at any exchange or exchange, broker's board or at any of Secured Party's offices or elsewhere, for cash, on credit or for future delivery, at such time or times and at such price or prices and upon such other terms as Aames Secured Party may deem commercially reasonable, irrespective of the impact of any such sales on the market price of the Collateral. The To the maximum extent permitted by applicable law, Secured Party may be the purchaser of any or all of the Collateral at any such sale and shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply all or any part of the Secured Obligations as a credit on account of the purchase price of any Collateral payable at such sale. Each purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of Pledgor, and Pledgor hereby waives (to the extent permitted by law) all rights of redemption, stay, or appraisal that it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. Pledgor agrees that, to the extent notice of sale shall be required by law, at least ten days' (10) calendar days notice to the Pledgor of the time and place of any public sale or the time after which any a private sale is to be made shall constitute reasonable notification. Aames Secured Party shall not be obligated to make any sale of Pledged Collateral regardless of notice of sale having been given. Aames Secured Party may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. To the maximum extent permitted by law, Pledgor hereby waives any claims against Secured Party arising because the price at which any Collateral may have been sold at such a private sale was less than the price that might have been obtained at a public sale, even if Secured Party accepts the first offer received and does not offer such Collateral to more than one offeree. (b) Any cash held Pledgor hereby agrees that any sale or other disposition of the Collateral conducted in conformity with reasonable commercial practices of banks, insurance companies, or other financial institutions in the city and state where Secured Party is located in disposing of property similar to the Collateral shall be deemed to be commercially reasonable. (c) Pledgor hereby acknowledges that the sale by Aames as Pledged Collateral and all cash proceeds received by Aames in respect Secured Party of any sale ofCollateral pursuant to the terms hereof in compliance with the Securities Act of 1933 as now in effect or as hereafter amended, collection from or any similar statute hereafter adopted with similar purpose or effect (the "Securities Act"), as well as applicable "Blue Sky" or other realization state securities laws, may require strict limitations as to the manner in which Secured Party or any subsequent transferee of the Collateral may dispose thereof. Pledgor acknowledges and agrees that in order to protect Secured Party's interest it may be necessary to sell the Collateral at a price less than the maximum price attainable if a sale were delayed or were made in another manner, such as a public offering under the Securities Act. Pledgor has no objection to sale in such a manner and agrees that Secured Party shall have no obligation to obtain the maximum possible price for the Collateral. Without limiting the generality of the foregoing, Pledgor agrees that, upon the occurrence and during the continuation of an Event of Default, Secured Party may, subject to applicable law, from time to time attempt to sell all or any part of the Pledged Collateral mayby a private placement, restricting the bidders and prospective purchasers to those who will represent and agree that they are purchasing for investment only and not for distribution. In so doing, Secured Party may solicit offers to buy the Collateral or any part thereof for cash, from a limited number of investors reasonably believed by Secured Party to be institutional investors or other accredited investors who might be interested in purchasing the discretion Collateral. If Secured Party shall solicit such offers, then the acceptance by Secured Party of Aames, one of the offers shall be held by Aames as collateral for, and/or then or at any time thereafter deemed to be applied a commercially reasonable method of disposition of the Collateral. (after payment of any amounts payable d) If Secured Party shall determine to Aames pursuant exercise its right to Section 12) in whole or in part by Aames against, sell all or any part portion of the Obligations Collateral pursuant to this Section, Pledgor agrees that, upon request of Secured Party, Pledgor will, at its own expense: (i) execute and deliver, or cause the officers and directors of the Company to execute and deliver, to any person, entity or governmental authority as Secured Party may choose, any and all documents and writings which, in such order as Aames shall elect. Any surplus of such cash Secured Party's reasonable judgment, may be necessary or cash proceeds held by Aames and remaining after payment appropriate for approval, or be required by, any regulatory authority located in full of all the Obligations shall be paid over to the any city, county, state or country where Pledgor or the Company engage in business, in order to whomsoever transfer or to more effectively transfer the Pledged Interests or otherwise enforce Secured Party's rights hereunder; and (ii) do or cause to be done all such other acts and things as may be lawfully entitled necessary to receive make such surplussale of the Collateral or any part thereof valid and binding and in compliance with applicable law; and (iii) cause the Company to timely file all periodic reports required to be filed by the Company under the Securities Exchange Act of 1934. Pledgor acknowledges that there is no adequate remedy at law for failure by it to comply with the provisions of this Section and that such failure would not be adequately compensable in damages, and therefore agrees that its agreements contained in this Section may be specifically enforced. (e) PLEDGOR EXPRESSLY WAIVES TO THE MAXIMUM EXTENT PERMITTED BY LAW: (i) ANY CONSTITUTIONAL OR OTHER RIGHT TO A JUDICIAL HEARING PRIOR TO THE TIME SECURED PARTY DISPOSES OF ALL OR ANY PART OF THE COLLATERAL AS PROVIDED IN THIS SECTION; (ii) ALL RIGHTS OF REDEMPTION, STAY, OR APPRAISAL THAT IT NOW HAS OR MAY AT ANY TIME IN THE FUTURE HAVE UNDER ANY RULE OF LAW OR STATUTE NOW EXISTING OR HEREAFTER ENACTED; AND (iii) EXCEPT AS SET FORTH IN SUBSECTION (a) OF THIS SECTION 11, ANY REQUIREMENT OF NOTICE, DEMAND, OR ADVERTISEMENT FOR SALE.

Remedies Upon Default. If any In the event that an Event of Default shall have occurred and be continuingoccurred: a. Buyer may, at its option (which option shall be deemed to have been exercised immediately upon the occurrence of an Act of Insolvency of Seller or any Affiliate), declare an Event of Default to have occurred hereunder and, upon the exercise or deemed exercise of such option, the Repurchase Date for each Transaction hereunder shall, if it has not already occurred, be deemed immediately to occur (except that, in the event that the Purchase Date for any Transaction has not yet occurred as of the date of such exercise or deemed exercise, such Transaction shall be deemed immediately canceled). Buyer shall (except upon the occurrence of an Act of Insolvency) give notice to Seller and Guarantor of the exercise of such option as promptly as practicable. b. If Buyer exercises or is deemed to have exercised the option referred to in subparagraph (a) Aames of this Section, (i) Seller’s obligations in such Transactions to repurchase all Purchased Mortgage Loans, at the Repurchase Price therefor on the Repurchase Date determined in accordance with subparagraph (a) of this Section, shall thereupon become immediately due and payable, (ii) all Income paid after such exercise or deemed exercise shall be retained by Buyer and applied, in Buyer’s sole discretion, to the aggregate unpaid Repurchase Prices for all outstanding Transactions and any other amounts owing by Seller hereunder, and (iii) Seller shall immediately deliver to Buyer the Mortgage Files relating to any Purchased Mortgage Loans subject to such Transactions then in Seller’s possession or control. c. Buyer also shall have the right to obtain physical possession, and to commence an action to obtain physical possession, of all Records and files of Seller relating to the Purchased Mortgage Loans and all documents relating to the Purchased Mortgage Loans (including, without limitation, any legal, credit or servicing files with respect to the Purchased Mortgage Loans) which are then or may exercise thereafter come in to the possession of Seller or any third party acting for Seller. To obtain physical possession of any Purchased Mortgage Loans held by Custodian, Buyer shall present to Custodian an Asset Confirm. Without limiting the rights of Buyer hereto to pursue all other legal and equitable rights available to Buyer for Seller’s failure to perform its obligations under this Agreement, Seller acknowledges and agrees that the remedy at law for any failure to perform obligations hereunder would be inadequate and Buyer shall be entitled to specific performance, injunctive relief, or other equitable remedies in the event of any such failure. The availability of these remedies shall not prohibit Buyer from pursuing any other remedies for such breach, including the recovery of monetary damages. d. Buyer shall have the right to direct all servicers then servicing any Purchased Mortgage Loans to remit all collections thereon to Buyer, and if any such payments are received by Seller, Seller shall not commingle the amounts received with other funds of Seller and shall promptly pay them over to Buyer. Buyer shall also have the right to terminate any one or all of the servicers then servicing any Purchased Mortgage Loans with or without cause. In addition, Buyer shall have the right to immediately sell the Purchased Mortgage Loans and liquidate all Repurchase Assets. Such disposition of Purchased Mortgage Loans may be, at Buyer’s option, on either a servicing-released or a servicing-retained basis. Buyer shall not be required to give any warranties as to the Purchased Mortgage Loans with respect to any such disposition thereof. Buyer may specifically disclaim or modify any warranties of title or the like relating to the Purchased Mortgage Loans. The foregoing procedure for disposition of the Purchased Mortgage Loans and liquidation of the Repurchase Assets shall not be considered to adversely affect the commercial reasonableness of any sale thereof. Seller agrees that it would not be commercially unreasonable for Buyer to dispose of the Purchased Mortgage Loans or the Repurchase Assets or any portion thereof by using Internet sites that provide for the auction of assets similar to the Purchased Mortgage Loans or the Repurchase Assets, or that have the reasonable capability of doing so, or that match buyers and sellers of assets. Buyer shall be entitled to place the Purchased Mortgage Loans in a pool for issuance of mortgage-backed securities at the then-prevailing price for such securities and to sell such securities for such prevailing price in the open market. Buyer shall also be entitled to sell any or all of such Mortgage Loans individually for the prevailing price. Buyer shall also be entitled, in its sole discretion to elect, in lieu of selling all or a portion of such Purchased Mortgage Loans, to give Seller credit for such Purchased Mortgage Loans and the Repurchase Assets in an amount equal to the Market Value of the Purchased Mortgage Loans against the aggregate unpaid Repurchase Price and any other amounts owing by Seller hereunder. e. Upon the happening of one or more Events of Default, Buyer may apply any proceeds from the liquidation of the Purchased Mortgage Loans and Repurchase Assets to the Repurchase Prices hereunder and all other Obligations in the manner Buyer deems appropriate in its sole discretion. f. Seller shall be liable to Buyer for (i) the amount of all reasonable and customary legal or other expenses (including, without limitation, all costs and expenses of Buyer in connection with the enforcement of this Agreement or any other agreement evidencing a Transaction, whether in action, suit or litigation or bankruptcy, insolvency or other similar proceeding affecting creditors’ rights generally, further including, without limitation, the reasonable fees and expenses of counsel (including the costs of internal counsel of Buyer) incurred in connection with or as a result of an Event of Default, (ii) damages in an amount equal to the cost (including all fees, expenses and commissions) of entering into replacement transactions and entering into or terminating hedge transactions in connection with or as a result of an Event of Default, and (iii) any other loss, damage, cost or expense directly arising or resulting from the occurrence of an Event of Default in respect of a Transaction. g. To the Pledged Collateralextent permitted by applicable law, Seller shall be liable to Buyer for interest on any amounts owing by Seller hereunder, from the date Seller becomes liable for such amounts hereunder until such amounts are (i) paid in full by Seller or (ii) satisfied in full by the exercise of Buyer’s rights hereunder. Interest on any sum payable by Seller under this Section 16(g) shall be at a rate equal to the Post-Default Rate. h. Buyer shall have, in addition to its rights hereunder, any rights otherwise available to it under any other agreement or applicable law. i. Buyer may exercise one or more of the remedies available to Buyer immediately upon the occurrence of an Event of Default and, except to the extent provided in subsections (a) and (d) of this Section, at any time thereafter without notice to Seller. All rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party on default arising under the Uniform Commercial Code in effect in the State of Delaware at that time (the "Code") (whether or not the Code applies to the affected Collateral), and may also, without notice except this Agreement as specified below, sell the Pledged Collateral or any part thereof in one or more parcels at public or private sale, at any exchange or broker's board or elsewhere, for cash, on credit or for future delivery, and upon such other terms as Aames may deem commercially reasonable. The Pledgor agrees that, to the extent notice of sale shall be required by law, at least ten days' notice to the Pledgor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. Aames shall not be obligated to make any sale of Pledged Collateral regardless of notice of sale having been given. Aames may adjourn any public or private sale amended from time to time by announcement at the time hereunder are cumulative and place fixed therefornot exclusive of any other rights or remedies which Buyer may have. j. Buyer may enforce its rights and remedies hereunder without prior judicial process or hearing, and such Seller hereby expressly waives any defenses Seller might otherwise have to require Buyer to enforce its rights by judicial process. Seller also waives any defense (other than a defense of payment or performance) Seller might otherwise have arising from the use of nonjudicial process, enforcement and sale may, without further notice, be made at the time and place to which it was so adjourned. (b) Any cash held by Aames as Pledged Collateral and all cash proceeds received by Aames in respect of any sale of, collection from or other realization upon all or any part portion of the Pledged Collateral mayRepurchase Assets, in or from any other election of remedies. Seller recognizes that nonjudicial remedies are consistent with the discretion usages of Aamesthe trade, are responsive to commercial necessity and are the result of a bargain at arm’s length. k. Buyer shall have the right to perform reasonable due diligence with respect to Seller and the Mortgage Loans, which review shall be held by Aames as collateral for, and/or then or at any time thereafter be applied (after payment the expense of any amounts payable to Aames pursuant Seller subject to Section 12) in whole or in part by Aames against, all or any part of the Obligations in such order as Aames shall elect. Any surplus of such cash or cash proceeds held by Aames and remaining after payment in full of all the Obligations shall be paid over to the Pledgor or to whomsoever may be lawfully entitled to receive such surplus35 hereof.

Remedies Upon Default. If any Event of Default shall have occurred and be continuing: (a) Aames The Lender may exercise in respect of the Pledged Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party on default under the Uniform Commercial Code in effect in the State of Delaware New York at that time (the "Code") (whether or not the Code applies to the affected Collateral), and may also, without notice except as specified below, sell the Pledged Collateral or any part thereof in one or more parcels at public or private sale, at any exchange or exchange, broker's board or at any of the Lender's offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as Aames the Lender may deem commercially reasonable. The Pledgor agrees that, to the extent notice of sale shall be required by law, at least ten days' notice to the Pledgor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. Aames The Lender shall not be obligated to make any sale of Pledged Collateral regardless of notice of sale having been given. Aames The Lender may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. (b) Any cash held by Aames the Lender as Pledged Collateral and all cash proceeds received by Aames the Lender in respect of any sale of, collection from from, or other realization upon all or any part of the Pledged Collateral may, in the discretion of Aamesthe Lender, be held by Aames the Lender as collateral for, and/or then or at any time thereafter be applied (after payment of any amounts payable to Aames the Lender pursuant to Section 12section 13) in whole or in part by Aames the Lender against, all or any part of the Secured Obligations in such order as Aames the Lender shall elect. Any surplus of such cash or cash proceeds held by Aames the Lender and remaining after payment in full of all the Secured Obligations shall be paid over to the Pledgor or to whomsoever may be lawfully entitled to receive such surplus.

Remedies Upon Default. If any In the event that an Event of Default shall have occurred and be continuingoccurred: a. Buyer may, at its option, declare an Event of Default to have occurred hereunder (which option shall be deemed to have been exercised immediately and without any notice upon the occurrence of an Event of Default pursuant to Section 14(d)) and, upon the exercise or deemed exercise of such option, the Repurchase Date for each Transaction hereunder shall, if it has not already occurred, be deemed immediately to occur (except that, in the event that the Purchase Date for any Transaction has not yet occurred as of the date of such exercise or deemed exercise, such Transaction shall be deemed immediately canceled). Buyer shall give written notice to each Seller and Guarantor of the exercise of such option as promptly as practicable; provided, however, that Buyer shall not provide written notice upon the occurrence of an Event of Default pursuant to Section 14(d), which shall constitute an immediate Event of Default without any further action or notice by Buyer. (For purposes of this provision, notice provided by electronic mail shall constitute written notice.) b. If Buyer exercises or is deemed to have exercised the option referred to in paragraph (a) Aames of this Section 15, (i) Seller’s obligations in such Transactions to repurchase all Purchased Assets, at the Repurchase Price therefor on the Repurchase Date determined in accordance with paragraph (a) of this Section 15, shall thereupon become immediately due and payable, (ii) all Income paid after such exercise or deemed exercise shall be retained by Buyer, or, to the extent not yet transferred to the Collection Account, the Seller’s Clearing Account or the Reserve Account, remitted to Buyer, and in any case applied, in Buyer’s discretion, to the aggregate unpaid Repurchase Prices for all outstanding Transactions and any other amounts owing by any Seller hereunder, (iii) Seller shall immediately comply with the further instructions of Buyer with respect to holding or delivering any of the Mortgage Files relating to any Purchased Assets subject to such Transactions then in Seller’s possession or control; and (iv) the Agency Security Margin and the Loan Margin shall automatically be increased by the Post Default Rate Margin. In addition, Buyer shall have the right to satisfy any Obligations with funds remaining in the Seller’s Clearing Account or the Reserve Account. c. Buyer shall have the right to direct all Servicers then servicing any Purchased Mortgage Loans to remit all collections thereon to Buyer to the extent that any such Servicer is not currently remitting to the Buyer, and if any such payments are received by Seller, Seller shall not commingle the amounts received with other funds of Seller and shall promptly pay them over to Buyer. Buyer shall also have the right to terminate any one or all of the Servicers then servicing any Purchased Mortgage Loans with or without cause. d. If Buyer exercises or is deemed to have exercised the option referred to in paragraph (a) of this Section 15, Buyer shall have the right to immediately sell and liquidate the Purchased Mortgage Loans (including, without limitation, the Servicing Rights), Purchased Agency Securities and all other Purchased Assets. Such disposition of Purchased Mortgage Loans may exercise be, at Buyer’s option, on either a servicing-released or a servicing-retained basis. Buyer shall not be required to give any warranties as to the Purchased Mortgage Loans or Purchased Agency Securities with respect to any such disposition thereof. Buyer may specifically disclaim or modify any warranties of title or the like relating to the Purchased Assets. The foregoing procedure for disposition and liquidation of the Purchased Assets shall not be considered to adversely affect the commercial reasonableness of any sale thereof. Seller agrees that it would not be commercially unreasonable for Buyer to dispose of the Purchased Assets or any portion thereof by using Internet sites that provide for the auction of assets similar to such Purchased Assets, or that have the reasonable capability of doing so, or that match buyers and sellers of assets. Buyer shall be entitled to place the Purchased Mortgage Loans in a pool for issuance of mortgage-backed securities at the then-prevailing price for such securities and to sell such securities for such prevailing price in the open market. Buyer shall also be entitled to sell any or all of such Purchased Mortgage Loans individually for the prevailing price. Buyer shall also be entitled, in its discretion to elect, in lieu of selling all or a portion of such Purchased Assets, to give the Seller credit for such Purchased Assets in an amount equal to the current market value of such Purchased Assets (as determined by Buyer (or an Affiliate thereof) in its discretion using methodology consistent with Buyer’s determination with respect to similar portfolios) against the aggregate unpaid Repurchase Price and any other amounts owing by the Seller hereunder. e. Upon the happening of one or more Events of Default, Buyer may apply any proceeds from the liquidation of the Purchased Assets to the Repurchase Price hereunder and all other Obligations in the manner Buyer deems appropriate in its sole discretion. f. Seller shall be liable to Buyer for (i) the amount of all reasonable legal or other expenses (including, without limitation, all costs and expenses of Buyer in connection with the enforcement of this Agreement or any other agreement evidencing a Transaction, whether in action, suit or litigation or bankruptcy, insolvency or other similar proceeding affecting creditors’ rights generally, further including, without limitation, the reasonable fees and expenses of counsel (including the costs of internal and external counsel of Buyer) incurred in connection with or as a result of an Event of Default, (ii) damages in an amount equal to the cost (including all fees, expenses and commissions) of entering into replacement transactions and entering into or terminating hedge transactions in connection with or as a result of an Event of Default, and (iii) any other loss, damage, cost or expense directly arising or resulting from the occurrence of an Event of Default in respect of a Transaction. g. Seller shall be liable to Buyer for the Pledged CollateralRepurchase Price related to a Transaction, and, to the extent permitted by applicable law, Seller shall be liable to Buyer for interest on any other amounts owing by Seller hereunder, from the date Seller becomes liable for such amounts hereunder until such amounts are (i) paid in full by Seller or (ii) satisfied in full by the exercise of Buyer’s rights hereunder. Interest on any sum payable by Seller under this paragraph (g) shall be at a rate equal to the Post Default Rate Margin or the Accounts Receivable Rate, as applicable. h. Buyer shall have, in addition to its rights hereunder, any rights otherwise available to it under any other agreement or applicable law, including, without limitation, any equitable remedies. i. Buyer may exercise one or more of the remedies available to Buyer immediately upon the occurrence of an Event of Default and, except to the extent provided in paragraph (a) of this Section 15, at any time thereafter without notice to Seller. All rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party on default arising under the Uniform Commercial Code in effect in the State of Delaware at that time (the "Code") (whether or not the Code applies to the affected Collateral), and may also, without notice except as specified below, sell the Pledged Collateral or any part thereof in one or more parcels at public or private sale, at any exchange or broker's board or elsewhere, for cash, on credit or for future delivery, and upon such other terms as Aames may deem commercially reasonable. The Pledgor agrees that, to the extent notice of sale shall be required by law, at least ten days' notice to the Pledgor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. Aames shall not be obligated to make any sale of Pledged Collateral regardless of notice of sale having been given. Aames may adjourn any public or private sale this Agreement amended from time to time hereunder are cumulative and not exclusive of any other rights or remedies which Buyer may have. j. Buyer may enforce its rights and remedies hereunder without prior judicial process or hearing, and as permitted by announcement law Seller hereby expressly waives any defenses Seller might otherwise have to require Buyer to enforce its rights by judicial process. Seller also waives any defense (other than a defense of payment or performance) Seller might otherwise have arising from the use of nonjudicial process, enforcement and sale of all or any portion of the Purchased Assets, or from any other election of remedies. Seller recognizes that nonjudicial remedies are consistent with the usages of the trade, are responsive to commercial necessity and are the result of a bargain at arm’s length. k. If Buyer exercises or is deemed to have exercised the option referred to in paragraph (a) of this Section 15, Buyer shall have the right to terminate this Agreement; provided, however, that no such termination shall affect Seller’s outstanding obligations to Buyer at the time and place fixed thereforof such termination, and such sale may, without further notice, be made at nor shall it affect the time and place to which it was so adjourned. (b) Any cash held by Aames as Pledged Collateral and all cash proceeds received by Aames in respect survivability of any sale ofprovisions in this Agreement that, collection from or other realization upon all by their express terms, are intended to survive the termination of this Agreement or any part of the Pledged Collateral may, in other Program Agreements and the discretion of Aames, be held by Aames as collateral for, and/or then or at any time thereafter be applied (after payment of any amounts payable to Aames pursuant to Section 12) in whole or in part by Aames against, all or any part of the Obligations in such order as Aames shall elect. Any surplus of such cash or cash proceeds held by Aames and remaining after payment repayment in full of all the Obligations shall be paid over to the Pledgor or to whomsoever may be lawfully entitled to receive such surplus.outstanding Obligations

Remedies Upon Default. If any Event of Default shall have occurred and be continuing: (a) Aames The Bank may exercise in respect of the Pledged Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party on default under the Uniform Commercial Code UCC in effect in the State of Delaware California at that time (the "Code") (whether or not the Code applies to the affected Collateral)time, and the Bank may also, without notice except as specified below, sell the Pledged Collateral or any part thereof in one or more parcels at public or private sale, at any exchange exchange, broker’s board or broker's board at any of the Bank’s offices or elsewhere, for cash, on credit or for future delivery, and at such price or prices and upon such other terms as Aames the Bank may deem commercially reasonable. The Pledgor agrees that, to the extent notice of sale shall be required by law, at least ten 10 days' ’ notice to the Pledgor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. Aames The Bank shall not be obligated to make any sale of Pledged Collateral regardless of notice of sale having been given. Aames The Bank may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. (b) Any cash held by Aames the Bank as Pledged Collateral and all cash proceeds received by Aames the Bank in respect of any sale of, or collection from or other realization upon all or any part of the Pledged Collateral may, in the discretion of Aamesthe Bank, be held by Aames the Bank as collateral for, and/or then or at any time thereafter be applied (after payment of any amounts payable to Aames the Bank pursuant to Section 126.2) in whole or in part by Aames the Bank against, all or any part of the Obligations in such order as Aames the Bank shall elect. Any surplus of such cash or cash proceeds held by Aames the Bank and remaining after payment in full of all the Obligations shall be paid over to the Pledgor or to whomsoever whosoever may be lawfully entitled to receive such surplus. (c) If the Bank shall determine to exercise its right to sell all or any of the Pledged Collateral pursuant to this Section 5.2, Pledgor agrees that, upon the request of the Bank, Pledgor will, at its own expense, do or cause to be done all acts and things as may be necessary or reasonably requested by the Bank to make such sale of the Pledged Collateral or any part thereof valid and binding and in compliance with applicable law.

Remedies Upon Default. If any Event of Default shall have occurred and be continuing: (a) Aames The Collateral Agent may exercise in respect of the Pledged Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, all of the rights and remedies of a secured party on default under the Uniform Commercial Code then in effect in the State of Delaware at that time (New York; and without limiting the "Code") (whether or not generality of the Code applies to the affected Collateral), foregoing and may also, without notice except as specified below, sell the Pledged Collateral or any part thereof in one or more parcels at public or private sale, at any exchange or broker's board or elsewhere, for cash, at such price or prices and on credit or for future delivery, and upon such other terms as Aames the Collateral Agent may deem commercially reasonable. The Pledgor agrees Pledgors agree that, to the extent notice of sale shall be required by law, at least ten (10) days' prior notice to any of the Pledgor Pledgors of the time and place of any public sale or the time after which of any private sale is to be made shall constitute reasonable notification. Aames The Collateral Agent shall not be obligated to make any sale of Pledged Collateral regardless of notice of sale having been given. Aames The Collateral Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. (b) Each Pledgor recognizes that it may be impracticable to effect a public sale of all or any part of the Pledged Shares or any other securities constituting Collateral and that the Collateral Agent may, therefore, determine to make one or more private sales of any such securities to a restricted group of purchasers who will be obligated to agree, among other things, to acquire such securities for its own account, for investment and not with a view to the distribution or resale thereof. Each Pledgor acknowledges that any such private sale may be at prices and on terms less favorable to the seller than the prices and other terms which might have been obtained at a public sale and, notwithstanding the foregoing, agrees that such private sales shall be deemed to have been made in a commercially reasonable manner and that the Collateral Agent shall have no obligation to delay sale of any such securities for the period of time necessary to permit the issuer of such securities to register such securities for public sale under the Securities Act of 1933, as amended (the "SECURITIES ACT"). Each Pledgor further acknowledges and agrees that any offer to sell such securities which has been (i) publicly advertised on a bona fide basis in a newspaper or other publication of general circulation in the financial community of New York, New York (to the extent that such an offer may be so advertised without prior registration under the Securities Act) or (ii) made privately in the manner described above to not less than fifteen (15) bona fide offerees shall be deemed to involve a "public disposition" for the purposes of Section 9-610 of the Code (or any successor or similar, applicable statutory provision) as then in effect in the State of New York, notwithstanding that such sale may not constitute a "public offering" under the Securities Act, and that the Collateral Agent may, in such event, bid for the purchase of such securities. (c) Any cash held by Aames the Collateral Agent as Pledged Collateral and all cash proceeds received by Aames the Collateral Agent in respect of any sale of, collection from from, or other realization upon upon, all or any part of the Pledged Collateral may, in the discretion of Aames, be held by Aames as collateral for, and/or then or at any time thereafter shall be applied (after payment of any amounts payable to Aames the Collateral Agent pursuant to Section 1210 hereof) in whole or in part by Aames the Collateral Agent against, all or any part of the Obligations in such order as Aames the Collateral Agent shall elect. Any surplus elect consistent with the provisions of the Purchase Agreements. (d) In the event that the proceeds of any such cash sale, collection or cash proceeds held by Aames and remaining after payment in full of realization are insufficient to pay all amounts to which the Obligations Collateral Agent is legally entitled, the Pledgors shall be paid over jointly and severally liable for the deficiency, together with interest thereon at the highest rate specified in the Notes for interest on overdue principal thereof or such other rate as shall be fixed by applicable law, together with the costs of collection and the reasonable fees, costs and expenses of any attorneys employed by the Collateral Agent to the Pledgor or to whomsoever may be lawfully entitled to receive collect such surplusdeficiency.

Remedies Upon Default. If any Event of Default shall have occurred and be continuing: (a) Aames may exercise in respect of the Pledged Collateral, then, in addition to other exercising any rights and remedies provided for herein or otherwise available to it, all the rights and remedies of as a secured party on default under the Uniform Commercial Code in effect in Maryland, the State Pledgee may, at its option, do any one or more of Delaware at that time (the "Code") (whether or not the Code applies following without being required to give any notice to the affected Collateral)Pledgor: (a) apply the cash (if any) then held by it as collateral hereunder, first, to the payment of all costs of collection (including attorneys' fees) incurred in enforcing Pledgee's rights under the Second Payment Note and this Agreement; second to the payment of interest accrued and unpaid on the Second Payment Note to and including the date of such application, third to the payment or prepayment of principal of the Second Payment Note, and may alsofourth, without notice except as specified belowto the payment of all other amounts then owing to the Pledgee under the terms of the Second Payment Note and then otherwise pursuant to this Pledge Agreement, and (b) sell the Pledged Collateral Collateral, or any part thereof in one or more parcels thereof, at any public or private sale, sale or at any exchange or broker's board or elsewherein any securities exchange, for cash, on upon credit or for future delivery, as the Pledgee shall deem appropriate. The Pledgee shall be authorized at any such sale (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to persons who will represent and agree that they are purchasing the Pledged Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation of any such other terms sale the Pledgee shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Pledged Collateral so sold, free and clear from any claims or rights of Pledgor. Further, it shall be deemed commercially reasonable for the Pledgee to impose sufficient conditions on any such sale so as Aames may deem commercially reasonableto preclude the necessity of registration of the Pledged Collateral under the Securities Act of 1933, as amended. The Each such purchaser at any such sale shall hold the property sold absolutely, free from any claim or right on the part of the Pledgor, and the Pledgor agrees that, hereby waives (to the extent permitted by law) all rights of redemption, stay and/or appraisal which he now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. The Pledgee shall give the Pledgor at least 30 days' written notice in the manner specified for notices under this Agreement of the Pledgee's intention to make any such public or private sale or sales at any broker's board or on any such securities exchange, and the Pledgor agrees that such notice of sale shall will be required by law, at least ten days' commercially reasonable notice to the Pledgor it. Such notice, in case of public sale, shall state the time and place fixed for such sale, and, in the case of any public sale at a broker's board or the time after exchange at which any private such sale is to be made made, the day on which the Pledged Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall constitute reasonable notificationbe held at such time or times within ordinary business hours and at such place or places, as the Pledgee may fix in the notice of such sale. Aames At any such sale, the Pledged Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Pledgee may (in its sole and absolute discretion) determine and the Pledgee or other holder of the Secured Obligations may bid (which bid may be in whole or in part, in the form of cancellation of indebtedness) for and purchase for the account of the Pledgee or other holder of the any Secured Obligation the whole or any part of the Pledged Collateral. If the proceeds of the Pledged Collateral are insufficient to satisfy Pledgor's obligations under the Second Payment Note and this Agreement, Pledgor shall remain liable for any deficiency. The Pledgee shall not be obligated to make any sale of Pledged Collateral if it shall determine not to do so, regardless of the fact that notice of sale having of Pledged Collateral may have been given. Aames may The Pledgee may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed thereforfor sale, and such sale may, without further notice, be made at the time and place to which it the same was so adjourned. (b) Any cash held by Aames as Pledged Collateral and all cash proceeds received by Aames in respect . In case sale of any sale of, collection from or other realization upon all or any part of the Pledged Collateral mayis made on credit or for future delivery, the Pledged Collateral so sold may be retained by the Pledgee until the sale price is paid by the purchaser or purchasers thereof, but neither the Pledgee nor any other holder of the Secured Obligations or the assignee of any of the Pledgee's rights, shall incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Pledged Collateral so sold and, in the discretion case of Aamessuch failure, such Pledged Collateral may be held sold again upon like notice. As an alternative to exercising the power of sale herein conferred upon it, the Pledgee may proceed by Aames as collateral fora suit or suits at law or in equity to foreclose this Pledge Agreement and to sell the Pledged Collateral, and/or then or at any time thereafter be applied (after payment of any amounts payable to Aames portion thereof, pursuant to Section 12a judgment or decree of a court or courts of competent jurisdiction; and (c) in whole or in part by Aames against, all purchase the Pledged Collateral or any part of the Obligations in such order as Aames shall elect. Any surplus of such cash thereof at any public or cash proceeds held by Aames and remaining after payment in full of all the Obligations shall be paid over to the Pledgor or to whomsoever may be lawfully entitled to receive such surplusprivate sale.

Remedies Upon Default. If Upon the occurrence of a Default, the Lender --------------------- shall be entitled, without limitation, to exercise the following rights at any Event of Default shall have occurred time and from time to time, which the Borrower hereby agrees to be continuingcommercially reasonable: (a) Aames may exercise declare any of the Liabilities due and payable, whereupon they immediately will become due and payable (notwithstanding any provisions to the contrary, and without presentment, demand, notice or protest of any kind (all of which are expressly waived by the Borrower)); (i) receive all amounts payable in respect of the Pledged Collateral otherwise payable to the Borrower; (ii) settle all accounts, claims, and controversies relating to the Collateral; (iii) transfer all or any part of the Collateral into the Lender's or any nominee's name; and (iv) execute all agreements and other instruments; bring, defend and abandon all actions and other proceedings; and take all actions in addition relation to other rights the Collateral as the Lender in its sole discretion may determine; (c) enforce the payment of the Stock and remedies provided for herein or otherwise available to itexercise all of the rights, all the rights powers and remedies of a secured party on default under the Uniform Commercial Code in effect in Borrower thereunder, including the State exercise of Delaware at that time all voting rights and other ownership or consentual rights of the Stock (but the "Code") (whether or Lender is not the Code applies hereby obligated to the affected Collateralexercise such rights), and may alsoin connection therewith the Borrower hereby appoints the Lender to be the Borrower's true and lawful attorney-in-fact and IRREVOCABLE PROXY to vote the Stock in any manner the Lender deems advisable for or against all matters submitted to a vote of shareholders, without notice except as specified belowand such power-of-attorney is coupled with an interest and irrevocable; (d) sell, sell the Pledged Collateral assign and deliver, or grant options to purchase, all or any part thereof of or interest in the Collateral in one or more parcels parcels, at any public or private sale, sale at any exchange or brokerexchange, any of the Lender's board offices, or elsewhere, without demand of performance, advertisement, or notice of intention to sell or of the time or place of sale or adjournment thereof or to redeem or otherwise (all of which are hereby expressly and irrevocably waived by the Borrower), for cash, on credit credit, or for other property, for immediate or future deliverydelivery without any assumption of credit risk, and upon for such other price and on such terms as Aames the Lender in its sole discretion may deem commercially reasonable. The Pledgor determine; the Borrower agrees that, that to the extent that notice of sale shall be required by law, law that at least ten five business days' notice to the Pledgor Borrower of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. Aames ; the Lender shall not be obligated to make any sale of Pledged Collateral regardless of notice of sale having been given. Aames ; the Lender may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and any such sale may, without further notice, be made at the time and place to which it was so adjourned. (b) Any cash held ; the Borrower hereby waives and releases to the fullest extent permitted by Aames as Pledged law any right or equity of redemption with respect to the Collateral, whether before or after sale hereunder, and all rights, if any, of marshalling the Collateral and all cash proceeds received any other security for the Loan or otherwise; at any such sale, unless prohibited by Aames in respect of any sale ofapplicable law, collection from or other realization upon the Lender may bid for and purchase all or any part of the Pledged Collateral may, so sold free from any such right or equity of redemption; and the Lender shall not be liable for failure to collect or realize upon any or all of the Collateral or for any delay in so doing nor shall any of them be under any obligation to take any action whatsoever with regard thereto; (e) appoint and dismiss managers or other agents for any of the purposes mentioned in the discretion foregoing provisions of Aames, be held by Aames as collateral for, and/or then or at any time thereafter be applied (after payment of any amounts payable to Aames pursuant to this Section 12) in whole or in part by Aames against7, all as the Lender in its sole discretion may determine; and (f) generally, take all such other action as the Lender in its sole discretion may determine as incidental or conducive to any part of the Obligations matters or powers mentioned in this Section 7 and which the Lender may or can do lawfully and use the name of the Borrower for such order as Aames shall elect. Any surplus of such cash or cash proceeds held by Aames purposes and remaining after payment in full of all the Obligations shall be paid over to the Pledgor or to whomsoever may be lawfully entitled to receive such surplusany proceedings arising therefrom.

Remedies Upon Default. If any Event of Default shall have occurred and be continuing: (a) Aames The Trustee may, without notice to the Company except as required by law and at any time or from time to time, liquidate all Government Securities and transfer all funds in the Escrow Account to the Paying Agent to apply such funds in accordance with Section 1105 of the Indenture. (b) The Trustee may also exercise in respect of the Pledged Collateral, in addition to the other rights and remedies provided for herein or in the Indenture or otherwise available to it, all the rights and remedies of a secured party on after a default under the Uniform Commercial Code in effect at that time in the State of Delaware at that time New York (the "Code") (whether or not the Code applies to the affected Collateral), and may also, without notice except as specified below, sell the Pledged Collateral or any part thereof in one or more parcels at public or private sale, at any exchange or brokerof the Trustee's board offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as Aames the Trustee may deem commercially reasonable. The Pledgor Company agrees that, to the extent notice of sale shall be required by law, at least ten days' notice to the Pledgor Company of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. Aames The Trustee shall not be obligated to make any sale of Pledged Collateral regardless of notice of sale having been given. Aames The Trustee may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. (bc) Any cash held by Aames the Trustee as Pledged Collateral and all net cash proceeds received by Aames the Trustee in respect of any sale or liquidation of, collection from from, or other realization upon all or any part of the Pledged Collateral may, in the discretion of Aamesthe Trustee, be held by Aames the Trustee as collateral for, and/or then or at any time thereafter be applied (after payment of any costs and expenses incurred in connection with any sale, liquidation or disposition of or realization upon the Collateral and the payment of any amounts payable to Aames pursuant to Section 12the Trustee) in whole or in part by Aames against, the Trustee for the ratable benefit of the Holders of the Notes against all or any part of the Secured Obligations in such order as Aames the Trustee shall elect. Any surplus of such cash or cash proceeds held by Aames the Trustee and remaining after payment in full of all the Secured Obligations and the costs and expenses incurred by and amounts payable to the Trustee hereunder or under the Indenture shall be paid over to the Pledgor Company or to whomsoever may shall be lawfully entitled to receive such surplus. For the avoidance of doubt, if any Event of Default shall have occurred and be continuing, the Trustee shall not release any Collateral to, or at the direction of, the Company.

Remedies Upon Default. If any Event of Default shall have occurred and be continuing: (a) Aames The Secured Party may exercise in respect of the Pledged Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party on after default under the Uniform Commercial Code (the "Code") in effect in the State of Delaware New York at that time (the "Code") (whether or not the Code applies to the affected Collateral)time, and the Secured Party may also, without notice except as specified below, sell the Pledged Collateral or any part thereof in one or more parcels at public or private sale, at any exchange or exchange, broker's board or at any office of the Secured Party or elsewhere, for cash, on credit or for future delivery, and upon such other terms as Aames the Secured Party may deem commercially reasonable. The Pledgor agrees that, to the extent notice of sale shall be required by law, at least ten 10 days' notice to the Pledgor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. Aames The Secured Party shall not be obligated to make any sale of Pledged Collateral regardless of notice of sale having been given. Aames The Secured Party may adjourn any public or private sale from time to time by announcement at the time and place placed fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. The Pledgor hereby waives any claims against the Secured Party arising by reason of the fact that the price at which any Collateral may have been sold at such a private sale was less than the price which might have been obtained at a public sale, even if the Secured Party accepts the first offer received and does not offer such Collateral to more than one offeree. (b) If the Secured Party shall determine to exercise its right to sell all or any of the Pledged Collateral pursuant to this Section 11, the Pledgor agrees that, upon request of the Secured Party, the Pledgor will, at its own cost and expense: (i) execute and deliver, and use its best efforts to cause each issuer of the Pledged Shares and its directors, officers and/or partners to execute and deliver, all such instruments and documents, and do or cause to be done all such other acts and things, as may be necessary or, in the opinion of the Secured Party, necessary or advisable to register such Pledged Shares under the provisions of the Securities Act of 1933, as from time to time amended (the "Securities Act"), and to cause the registration statement relating thereto to become effective and to remain effective for such period as prospectuses are required by law to be furnished, and to make or cause to be made all amendments and supplements thereto and to the related prospectus which, in the opinion of the Secured Party, are necessary or advisable, all in conformity with the requirements of the Securities Act and the rules and regulations of the Securities and Exchange Commission ("SEC") applicable thereto; (ii) use its best efforts to qualify the Pledged Collateral under the state securities or "Blue Sky" laws and to obtain all necessary governmental approvals for the sale of the Pledged Collateral, as requested by the Secured Party; (iii) make available to its security holders, as soon as practicable, an earning statement which will satisfy the provisions of Section 11(a) of the Securities Act; (iv) obtain all approvals, authorizations and consents as may be required under applicable law and regulations; and (v) do or cause to be done all such other acts and things as may be necessary to make such sale of the Pledged Collateral or any part thereof valid and binding and in compliance with applicable law (including without limitation under Irish law). The Pledgor further acknowledges the impossibility of ascertaining the amount of damages which would be suffered by the Secured Party by reason of the failure by the Pledgor to perform any of the covenants in this Section 11 and, consequently, agrees that, if the Pledgor shall fail to perform any of such covenants, it shall pay, as liquidated damages and not as a penalty, an amount equal to the value of the Collateral on the date the Secured Party shall demand compliance with this Section. (c) The Pledgor recognizes that, by reason of the aforementioned requirements and certain prohibitions contained in the Securities Act and applicable state securities laws, the Secured Party may, at its option, elect not to require the Pledgor to register all or any part of the Pledged Collateral and may therefore be compelled, with respect to any sale of all or any part of the Pledged Collateral, to limit purchasers to those who will agree, among other things, to acquire such securities for their own account, for investment, and not with a view of the distribution or resale thereof. The Pledgor acknowledges and agrees that any such sale may result in prices and other terms less favorable to the seller than if such sale were a public sale without such restrictions and, notwithstanding such circumstances, agrees that any such sale shall be deemed to have been made in a commercially reasonable manner. The Secured Party shall be under no obligation to delay the sale of any of the Pledged Collateral for the period of time necessary to permit the Pledgor to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if the Pledgor would agree to do so. (d) If the Secured Party determines to exercise its right to sell any or all of the Pledged Collateral, upon written request, the Pledgor shall, and shall use best efforts to cause the issuers of the Pledged Shares to, from time to time, furnish to the Secured Party all such information as the Secured Party may request in order to determine the number of shares and other instruments included in the Pledged Collateral which may be sold by the Secured Party as exempt transactions under the Act and rules of the SEC thereunder, as the same are from time to time in effect. (e) Any cash held by Aames the Secured Party as Pledged Collateral and all cash proceeds received by Aames the Secured Party in respect of any sale of, collection from from, or other realization upon all or any part of the Pledged Collateral may, in the discretion of Aames, be held by Aames as collateral for, and/or then or at any time thereafter shall be applied (after payment of any amounts payable to Aames pursuant to Section 12) in whole or in part by Aames against, all or any part of the Obligations in such order as Aames shall elect. Any surplus of such cash or cash proceeds held by Aames and remaining after payment in full of all the Obligations shall be paid over to the Pledgor or to whomsoever may be lawfully entitled to receive such surplus.Secured Party:

Remedies Upon Default. If any an Event of Default shall have occurred ---------------------- and be continuing: (a) Aames Grantee may exercise in respect of the Pledged Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, all of the rights and remedies of a secured party on default under the Uniform Commercial Code in effect in the State of Delaware at that time (the "Code") UCC (whether or not the Code UCC applies to the affected Collateral), and also may also(i) require Grantor to, and Grantor hereby agrees that it will at its expense and upon request of Grantee forthwith, assemble all or part of the Collateral as directed by Grantee and make it available to Grantee at a place to be designated by Grantee and (ii) without notice except as specified below, sell the Pledged Collateral or any part thereof in one or more parcels at public or private sale, at any exchange or brokerof Grantee's board offices or elsewhere, for cash, on credit or for future delivery, and at such price or prices and upon such other terms as Aames Grantee may deem commercially reasonable. The Pledgor Grantor agrees that, to the extent notice of sale shall be required by law, at least ten 10 days' notice to the Pledgor Grantor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. Aames Grantee shall not be obligated to make any sale of Pledged Collateral regardless of notice of sale having been given. Aames Grantee may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. (b) Any cash held by Aames Grantee as Pledged Collateral and all cash proceeds received by Aames Grantee in respect of any sale of, collection from from, or other realization upon upon, all or any part of the Pledged Collateral may, in the discretion of AamesGrantee, be held by Aames Grantee as collateral for, and/or then or at any time thereafter be there-after applied (after payment of any amounts payable to Aames Grantee pursuant to Section 129 hereof) in whole or in part by Aames Grantee against, all or any part of the Obligations in such order as Aames Grantee shall elect. Any surplus of such cash or cash proceeds held by Aames Grantee and remaining after payment in full of all of the Obligations shall be paid over to the Pledgor Grantor or to whomsoever such person as may be lawfully entitled to receive such surplus. (c) The purchase money, proceeds or avails of any sale referred to or made under or by virtue of this Section 8, together with any other sums which then may be held by Grantee, whether under the provisions of this Section 8 or otherwise, shall, except as herein expressly provided to the contrary, be applied as follows:

Remedies Upon Default. If any Event of Default shall have occurred and be continuing: (a) Aames The Collateral Agent may exercise in respect of the Pledged Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, all of the rights and remedies of a secured party on default under the Uniform Commercial Code then in effect in the State of Delaware at that time (New York; and without limiting the "Code") (whether or not generality of the Code applies to the affected Collateral), foregoing and may also, without notice except as specified below, sell the Pledged Collateral or any part thereof in one or more parcels at public or private sale, at any exchange or broker's board or elsewhere, for cash, at such price or prices and on credit or for future delivery, and upon such other terms as Aames the Collateral Agent may deem commercially reasonable. The Pledgor agrees Pledgors agree that, to the extent notice of sale shall be required by law, at least ten (10) days' notice to any of the Pledgor Pledgors of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. Aames The Collateral Agent shall not be obligated to make any sale of Pledged Collateral regardless of notice of sale having been given. Aames The Collateral Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. (b) Each Pledgor recognizes that it may be impracticable to effect a public sale of all or any part of the Pledged Shares or any other securities constituting Collateral and that the Collateral Agent may, therefore, determine to make one or more private sales of any such securities to a restricted group of purchasers who will be obligated to agree, among other things, to acquire such securities for its own account, for investment and not with a view to the distribution or resale thereof. Each Pledgor acknowledges that any such private sale may be at prices and on terms less favorable to the seller than the prices and other terms which might have been obtained at a public sale and, notwithstanding the foregoing, agrees that such private sales shall be deemed to have been made in a commercially reasonable manner and that the Collateral Agent shall have no obligation to delay sale of any such securities for the period of time necessary to permit the issuer of such securities to register such securities for public sale under the Securities Act of 1933, as amended (the "Securities Act"). Each Pledgor further acknowledges and agrees that any offer to sell such securities which has been (i) publicly advertised on a bona fide basis in a newspaper or other publication of general circulation in the financial community of New York, New York (to the extent that such an offer may be so advertised without prior registration under the Securities Act) or (ii) made privately in the manner described above to not less than fifteen (15) bona fide offerees shall be deemed to involve a "public disposition" for the purposes of Section 9-610 of the Code (or any successor or similar, applicable statutory provision) as then in effect in the State of New York, notwithstanding that such sale may not constitute a "public offering" under the Securities Act, and that the Collateral Agent may, in such event, bid for the purchase of such securities. (c) Any cash held by Aames the Collateral Agent as Pledged Collateral and all cash proceeds received by Aames the Collateral Agent in respect of any sale of, collection from from, or other realization upon upon, all or any part of the Pledged Collateral may, in the discretion of Aames, be held by Aames as collateral for, and/or then or at any time thereafter shall be applied (after payment of any amounts payable to Aames the Collateral Agent pursuant to Section 1210 hereof) in whole or in part by Aames the Collateral Agent against, all or any part of the Obligations in such order as Aames the Collateral Agent shall elect. Any surplus elect consistent with the provisions of the Securities Purchase Agreement. (d) In the event that the proceeds of any such cash sale, collection or cash proceeds held by Aames and remaining after payment in full of realization are insufficient to pay all amounts to which the Obligations Collateral Agent is legally entitled, the Pledgors shall be paid over jointly and severally liable for the deficiency, together with interest thereon at the highest rate specified in the Notes for interest on overdue principal thereof or such other rate as shall be fixed by applicable law, together with the costs of collection and the reasonable fees, costs and expenses of any attorneys employed by the Collateral Agent to the Pledgor or to whomsoever may be lawfully entitled to receive collect such surplusdeficiency.

Remedies Upon Default. If Upon the occurrence of any Event of Default shall have occurred and be continuingDefault: (a) Aames may Pledgee may, without any notice to Pledgor of the occurrence of such Event of Default, except as otherwise expressly provided under the Loan Documents, exercise in respect of the Pledged Collateral, in addition to the other rights and remedies provided for herein or otherwise available to itPledgee, all the rights and remedies of a secured party on default under the Uniform Commercial Code in effect in the State of Delaware at that time (the "Code") (whether or not the Code applies to the affected Collateral)time, and Pledgee may also, without notice except as specified below, sell the Pledged Collateral or any part thereof in one or more parcels at public or private sale, at any exchange or exchange, broker's board or at any of Pledgee's offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as Aames Pledgee may deem commercially reasonable. The Pledgor agrees that, to the extent notice of sale shall be required by law, that at least ten days' twenty-one (21) days notice to the Pledgor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. Aames Pledgee shall not be obligated to make any sale of Pledged Collateral regardless of notice of sale having been given. Aames Pledgee may adjourn any public or private sale from time to time to a date specified by announcement at Pledgee, such date to be not less than five (5) Business Days after the time and place fixed therefordate upon which Pledgee notifies Pledgor of such adjourned sale date, and such sale may, without further notice, be made at the time and place to which it was so adjourned. (b) Pledgee may, upon the exercise of its rights under Section 12(a) hereof, transfer all or any part of the Pledged Collateral into Pledgee's name or the name of its nominees. (c) Pledgee may vote all or any part of the Pledged Collateral (whether or not transferred into the name of Pledgee) and give all consents, waivers and ratifications in respect of the Pledged Collateral and otherwise act with respect thereto as though it were the outright owner thereof (Pledgor hereby irrevocably constituting and appointing Pledgee the proxy and attorney-in-fact of Pledgor, with full power of substitution to do so). (d) Any cash Pledged Collateral or proceeds thereof held by Aames Pledgee as Pledged Collateral and all cash proceeds thereof received by Aames Pledgee in respect of any sale of, collection from or other realization upon all or any part of the Pledged Collateral may, in the discretion of AamesPledgee, be held by Aames Pledgee as collateral for, and/or then or at any time thereafter thereafter, be applied (after payment of any amounts payable to Aames Pledgee pursuant to Section 12) 16 hereof), in whole or in part by Aames againstPledgee for the benefit of Pledgor, against all or any part of the Obligations and in such order as Aames Pledgee shall elect. Any surplus of such cash Pledged Collateral or cash proceeds thereof held by Aames Pledgee and remaining after payment or satisfaction in full of all of the Obligations and the expenses referred to in Section 16 hereof shall be delivered or paid over to the Pledgor or to whomsoever may be lawfully entitled to receive such surplus. (e) Each right, power and remedy of Pledgee provided for in this Agreement or the other Loan Documents or now or hereafter existing at law or in equity or by statute shall be cumulative and concurrent and shall be in addition to every other such right, power or remedy. The exercise or beginning of the exercise by Pledgee of any one or more of the rights, powers or remedies provided for in this Agreement or the other Loan Documents or now or hereafter existing at law or in equity or by statute or otherwise shall not preclude the simultaneous or later exercise by Pledgee of all such other rights, powers or remedies, and no failure or delay on the part of Pledgee to exercise any such right, power or remedy shall operate as a waiver thereof.

Remedies Upon Default. If any Event of Default shall have occurred and be continuing: (a) Aames The Pledgee may exercise in respect of the Pledged Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party on default under the Uniform Commercial Code in effect in the State of Delaware New York at that the time (the "Code") (whether or not the Code applies to the affected Collateral), and may also, without notice except as specified below, sell the Pledged Collateral or any part thereof in one or more parcels at public or private sale, at any exchange or exchange, broker's board or at any of the Pledgee's offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as Aames the Pledgee may deem commercially reasonable. The Pledgor agrees that, to the extent notice of sale shall be required by law, at least ten (10) days' notice to the Pledgor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. Aames The Pledgee shall not be obligated to make any sale of Pledged Collateral regardless of notice of sale having been given. Aames The Pledgee may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. (b) Any cash held by Aames the Pledgee as Pledged Collateral and all cash proceeds received by Aames the Pledgee in respect of any sale of, collection from from, or other realization upon all or any part of the Pledged Collateral may, in the discretion of Aamesthe Pledgee, be held by Aames the Pledgee as collateral for, and/or then or at any time thereafter be applied (after payment of any amounts payable to Aames the Pledgee pursuant to Section 1211) in whole or in part by Aames the Pledgee against, all or any part of the Obligations in such order as Aames the Pledgee shall elect. Any surplus of such cash or cash proceeds held by Aames the Pledgee and remaining after payment in full of all the Obligations shall be paid over to the Pledgor or to whomsoever may be lawfully entitled to receive such surplus.

Remedies Upon Default. If Upon the occurrence of a Default, the Lender shall be entitled, without limitation, to exercise the following rights at any Event of Default time and from time to time, which the Borrower hereby agrees to be commercially reasonable, provided however, Borrower shall have occurred and be continuingthirty (30) days to cure said Default upon written notice: (a) Aames may exercise declare any of the Liabilities due and payable, whereupon they immediately will become due and payable (notwithstanding any provisions to the contrary, and without presentment, demand, notice or protest of any kind (all of which are expressly waived by the Borrower)); (i) receive all amounts payable in respect of the Pledged Collateral otherwise payable to the Borrower; (ii) settle all accounts, claims, and controversies relating to the Collateral; (iii) transfer all or any part of the Collateral into the Lender's or any nominee's name; and (iv) execute all agreements and other instruments; bring, defend and abandon all actions and other proceedings; and take all actions in addition relation to other rights the Collateral as the Lender in its sole discretion may determine; (c) enforce the payment of the Stock and remedies provided for herein or otherwise available to itexercise all of the rights, all the rights powers and remedies of a secured party on default under the Uniform Commercial Code in effect in Borrower thereunder, including the State exercise of Delaware at that time all voting rights and other ownership or consensual rights of the Stock (but the "Code") (whether or Lender is not the Code applies hereby obligated to the affected Collateralexercise such rights), and may alsoin connection therewith the Borrower hereby appoints the Lender to be the Borrower's true and lawful attorney-in-fact and IRREVOCABLE PROXY to vote the Stock in any manner the Lender deems advisable for or against all matters submitted to a vote of shareholders, without notice except as specified belowand such power-of-attorney is coupled with an interest and irrevocable; (d) sell, sell the Pledged Collateral assign and deliver, or grant options to purchase, all or any part thereof of or interest in the Collateral in one or more parcels parcels, at any public or private sale, sale at any exchange or brokerexchange, any of the Lender's board offices, or elsewhere, without demand of performance, advertisement, or notice of intention to sell or of the time or place of sale or adjournment thereof or to redeem or otherwise (all of which are hereby expressly and irrevocably waived by the Borrower), for cash, on credit credit, or for other property, for immediate or future deliverydelivery without any assumption of credit risk, and upon for such other price and on such terms as Aames the Lender in its sole discretion may deem commercially reasonable. The Pledgor determine; the Borrower agrees that, that to the extent that notice of sale shall be required by law, law that at least ten five (5) business days' notice to the Pledgor Borrower of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. Aames ; the Lender shall not be obligated to make any sale of Pledged Collateral regardless of notice of sale having been given. Aames ; the Lender may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and any such sale may, without further notice, be made at the time and place to which it was so adjourned. (b) Any cash held ; the Borrower hereby waives and releases to the fullest extent permitted by Aames as Pledged law any right or equity of redemption with respect to the Collateral, whether before or after sale hereunder, and all rights, if any, of marshalling the Collateral and all cash proceeds received any other security for the Loan or otherwise; at any such sale, unless prohibited by Aames in respect of any sale ofapplicable law, collection from or other realization upon the Lender may bid for and purchase all or any part of the Pledged Collateral may, so sold free from any such right or equity of redemption; and the Lender shall not be liable for failure to collect or realize upon any or all of the Collateral or for any delay in so doing nor shall any of them be under any obligation to take any action whatsoever with regard thereto; (e) appoint and dismiss managers or other agents for any of the purposes mentioned in the discretion foregoing provisions of Aames, be held by Aames as collateral for, and/or then or at any time thereafter be applied (after payment of any amounts payable to Aames pursuant to this Section 12) in whole or in part by Aames against7, all as the Lender in its sole discretion may determine; and (f) generally, take all such other action as the Lender in its sole discretion may determine as incidental or conducive to any part of the Obligations matters or powers mentioned in this Section 7 and which the Lender may or can do lawfully and use the name of the Borrower for such order as Aames shall elect. Any surplus of such cash or cash proceeds held by Aames purposes and remaining after payment in full of all the Obligations shall be paid over to the Pledgor or to whomsoever may be lawfully entitled to receive such surplusany proceedings arising therefrom.

Remedies Upon Default. If Subject to the provisions of the Subordination Agreement, if any Event of Default shall have occurred and be continuing: (a) Aames Subject to the rights of the Senior Lenders, the Secured Party may exercise in respect of the Pledged Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party on default under the Uniform Commercial Code in effect in the State of Delaware at that time (the "Code") UCC (whether or not the Code UCC applies to the affected Collateral), and the Secured Party may also, without notice except as specified below, sell the Pledged Collateral or any part thereof in one or more parcels at public or private sale, at any exchange or exchange, broker's board or at any of the Secured Party's offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as Aames the Secured Party may deem commercially reasonable. The Each Pledgor agrees that, to the extent notice of sale shall be required by applicable law, at least ten (10) days' notice to the Pledgor Pledgors of the time and place of any public sale or of the time after which any private sale is to be made shall constitute reasonable notificationnotification thereof. Aames Subject to the rights of the Senior Lenders, the Secured Party shall not be obligated to make any sale of Pledged Collateral regardless of notice of sale having been given. Aames The Secured Party may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. (b) Any cash held by Aames as Pledged Collateral and all cash proceeds received by Aames in respect of any sale of, collection from or other realization upon all or any part the Secured Party shall be applied first to repay the reasonable costs and expenses of the Pledged Collateral may, in Secured Party and thereafter to repay the discretion of Aames, be held by Aames as collateral for, and/or then or at any time thereafter be applied (after payment of any amounts payable to Aames pursuant to Section 12) in whole or in part by Aames against, all or any part of the Obligations in such order as Aames shall electSecured Obligations. Any surplus of such cash or cash proceeds held by Aames the Secured Party and remaining after payment in full of all the Secured Obligations shall be paid over to the Pledgor Pledgors or to whomsoever may be lawfully entitled to receive such surplus. (c) In connection with the sale of any Pledged Collateral, the Secured Party, as applicable, is authorized, but not obligated, to limit prospective purchasers to the extent deemed necessary or desirable by the Secured Party to render such sale exempt from the registration requirements of the Securities Act of 1933, as amended (the "SECURITIES ACT"), and any applicable state laws and regulations, and no sale so made in good faith by the Secured Party shall be deemed not to be "commercially reasonable" because so made. (d) All rights and remedies of the Secured Party expressed herein are in addition to all other rights and remedies possessed by the Secured Party under the Loan Agreement and any other agreement or instrument relating to the Obligations.

Remedies Upon Default. If any Event of Default shall have occurred and be continuing: (a) Aames may exercise In the event Tenant shall (i) default in respect the payment of Basic Rent or Additional Rent; or (ii) default in the observance of any of the Pledged Collateralother terms, covenants and conditions of this Lease, which continues for thirty (30) days following the delivery of written notice thereof to the Tenant, provided, however, that this thirty (30) day time period may be reasonably extended if the default cannot be cured within said period and Tenant has commenced in good faith to cure such default within said thirty (30) day period and shall continue the curing thereof diligently thereafter, then the Landlord may, upon ten (10) days written notice to the Tenant, cancel and terminate this Lease. In such event, the Landlord, in addition to all other rights and remedies provided by or permitted by law, or elsewhere conferred in this lease, shall have the remedies provided in this Paragraph 16. (b) Upon such default, after the expiration of the applicable notice period without the default being cured, the Term herein and all rights of the Tenant hereunder and all rights of the Tenant to the continued occupation of the Leased Premises shall cease and terminate at the option of the Landlord. (c) The Landlord may, at its option and upon an additional ten (10) days written notice beyond that given in Paragraph 16(a) and (b) above to the Tenant, re-enter the Leased Premises and dispossess the Tenant and any legal representative or successor of the Tenant, or other occupant of the Leased Premises either with, or without summary proceedings or appropriate suit, action or proceedings, and remove the Tenant's property, assets and effects from the Leased Premises and hold the Leased Premises as if this Lease had not been made. (d) In any case where Landlord has recovered possession of the Premises by reason of Tenant's default, as provided herein, Landlord may, at the Landlord's option, occupy the Leased Premises or cause the Leased Premises to be redecorated, altered, divided, consolidated with adjoining premises, or otherwise changed or prepared for reletting, and may relet the Leased Premises, or any part thereof, as agent of the Tenant or otherwise, for a term or terms to expire prior to, at the same time as or subsequent to, the original expiration date of this lease, at the Landlord's option, and receive the rent therefor. (e) Notwithstanding such re-entry, default, expiration, or dispossession by summary proceedings or otherwise, Tenant shall continue liable for the full period which would otherwise have constituted the balance of the Term hereof and shall pay as liquidated damages at the same time as the Basic Rent, and Additional Rent, and other charges become payable under the terms hereof and in lieu thereof, a sum equivalent to the Basic Rent, Additional Rent, and other charges reserved herein, less only the net avails of reletting of the leased Premises; and the Landlord without having any obligation to do so may rent the Leased Premises either in tile name of the Landlord, or otherwise, for such time and at such rent as it may determine, applying the proceeds thereof first to the reasonable expense of (i) resuming or obtaining possession, (ii) to restoring tile Leased Premises to a rentable condition, and (iii) to the payment of Basic Rent, Additional Rent and other charges including, without limitation, reasonable brokers' commissions and reasonable attorneys' fees incurred by Landlord due and to become due to the Landlord hereunder, any surplus to be paid to Tenant, which shall be and remain liable for any deficiencies. Should Landlord occupy the Leased Premises, Tenant shall be credited with the greater of said Leased Premises fair rental value or the Basic and Additional Rent reserved hereunder. (f) Landlord may, in addition to other remedies available to it hereunder or by law, have the right of injunction against any violation or continued violation of this Lease. (g) Tenant hereby expressly waives any and all rights and of redemption granted by or under any present or future laws in the event of Tenant being evicted or dispossessed for any cause, or in the event of Landlord obtaining possession of the Leased Premises by reason of the violation by Tenant of any of the terms, covenants, conditions or agreements of this Lease. (h) Failure of the Landlord to insist upon the strict performance of any of the covenants or conditions of this lease, or to exercise any option or election herein conferred in any one or more instances, or the adoption of any one or more but less than all of the remedies provided available to it hereunder or by law in the event of default by the Tenant, shall not be construed as a waiver or relinquishment for herein the future of any such covenants, conditions or otherwise options, or of any remedy available to it, all but the rights and remedies of a secured party on default under the Uniform Commercial Code in effect in the State of Delaware at that time (the "Code") (whether or not the Code applies to the affected Collateral), and may also, without notice except as specified below, sell the Pledged Collateral or any part thereof in one or more parcels at public or private sale, at any exchange or broker's board or elsewhere, for cash, on credit or for future delivery, and upon such other terms as Aames may deem commercially reasonable. The Pledgor agrees that, to the extent notice of sale same shall be required by law, at least ten days' notice to the Pledgor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. Aames shall not be obligated to make any sale of Pledged Collateral regardless of notice of sale having been given. Aames may adjourn any public or private sale from time to time by announcement at the time remain in full force and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjournedeffect notwithstanding. (bi) Any cash held by Aames as Pledged Collateral If after any default, or upon the expiration of the Lease, the Tenant moves out or is dispossessed, and all cash proceeds received by Aames in respect of fails to remove any sale offurniture, collection from fixtures or other realization upon all or any part property from the Leased Premises, the same shall be deemed abandoned by the Tenant and shall become the property of the Pledged Collateral Landlord or at Landlord's option may be disposed of and the reasonable costs thereof shall be borne by Tenant. (j) Notwithstanding anything contained herein to the contrary, if Tenant breaches any covenant or condition of this Lease, Landlord may, on reasonable notice to Tenant (except that no notice need be given in case of emergency), cure such breach at the discretion expense of Aames, be held by Aames as collateral for, and/or then or at any time thereafter be applied (after payment of any amounts payable to Aames pursuant to Section 12) in whole or in part by Aames against, all or any part of the Obligations in such order as Aames shall elect. Any surplus of such cash or cash proceeds held by Aames Tenant and remaining after payment in full a reasonable amount of all the Obligations expenses, including attorneys' fees, incurred by Landlord in so doing (whether paid by Landlord or not) shall be paid over deemed Additional Rent payable within sixty (60) days of demand. Failure of Tenant to the Pledgor or make such payment to whomsoever may be lawfully entitled to receive such surplusLandlord shall constitute an event of default.

Remedies Upon Default. If any Event of Default shall have occurred and be continuing: (a) Aames The Collateral Agent may exercise in respect of the Pledged Collateral, in addition to any other rights and remedies provided for herein or otherwise available to it, all of the rights and remedies of a secured party on upon default under the Uniform Commercial Code then in effect in the State of Delaware at that time (New York; and without limiting the "Code") (whether or not generality of the Code applies to the affected Collateral), foregoing and may also, without notice except as specified below, sell the Pledged Collateral or any part thereof in one or more parcels at public or private sale, at any exchange or broker's board or elsewhere, for cash, at such price or prices and on credit or for future delivery, and upon such other terms as Aames the Collateral Agent may deem commercially reasonable. The Each Pledgor agrees that, to the extent notice of sale shall be required by law, at least ten (10) days' notice to the such Pledgor of the time and place of any public sale of Pledged Collateral owned by such Pledgor or the time after which any private sale is to be made shall constitute reasonable notification. Aames The Collateral Agent shall not be obligated to make any sale of Pledged Collateral regardless of whether or not notice of sale having has been given. Aames The Collateral Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. (b) Each Pledgor recognizes that the Collateral Agent may deem it impracticable to effect a public sale of all or any part of the Pledged Shares or any other securities constituting Pledged Collateral and that the Collateral Agent may, therefore, determine to make one or more private sales of any such securities to a restricted group of purchasers who will be obligated to agree, among other things, to acquire such securities for their own account, for investment and not with a view to the distribution or resale thereof. Each Pledgor acknowledges that any such private sale may be at prices and on terms less favorable to the seller than the prices and other terms which might have been obtained at a public sale and, notwithstanding the foregoing, agrees that such private sales shall be deemed to have been made in a commercially reasonable manner and that the Collateral Agent shall have no obligation to delay the sale of any such securities for the period of time necessary to permit the issuer of such securities to register such securities for public sale under the Securities Act. Each Pledgor further acknowledges and agrees that any offer to sell such securities which has been (i) publicly advertised on a bona fide basis in a newspaper or other publication of general circulation in the financial community of New York, New York (to the extent that such an offer may be so advertised without prior registration under the Securities Act) or (ii) made privately in the manner described above to not less than fifteen bona fide offerees shall be deemed to involve a "public disposition" for the purposes of Section 9-610(c) of the Code (or any successor or similar, applicable statutory provision) as then in effect in the State of New York, notwithstanding that such sale may not constitute a "public offering" under the Securities Act, and that the Collateral Agent may, in such event, bid for the purchase of such securities. (c) Any cash held by Aames the Collateral Agent as Pledged Collateral and all cash proceeds received by Aames the Collateral Agent in respect of any sale of, collection from from, or other realization upon upon, all or any part of the Pledged Collateral may, in the discretion of Aames, be held by Aames as collateral for, and/or then or at any time thereafter shall be applied (after payment of any amounts payable to Aames the Collateral Agent pursuant to Section 1210 hereof) in whole or in part by Aames the Collateral Agent against, all or any part of the Obligations in such order as Aames the Collateral Agent shall electelect consistent with the provisions of the Financing Agreement. Any surplus of such cash or cash proceeds held by Aames the Collateral Agent and remaining after the indefeasible payment in full in cash of all of the Obligations after the termination of the Total Commitment shall be paid over to the Pledgor Pledgors or to whomsoever such Person as may be lawfully entitled to receive such surplus. (d) In the event that the proceeds of any such sale, collection or realization are insufficient to pay all amounts to which the Agents and the Lenders are legally entitled, the Pledgors shall be jointly and severally liable for the deficiency, together with interest thereon at the highest rate specified in any applicable Loan Document for interest on overdue principal thereof or such other rate as shall be fixed by applicable law, together with the costs of collection and the reasonable fees, costs and expenses and other client charges of any attorneys employed by the Collateral Agent to collect such deficiency.

Remedies Upon Default. If any Upon the occurrence and during the continuance of an Event of Default shall have occurred and be continuingDefault: (a) Aames Collateral Agent, on behalf of the holders of the Notes, subject to the terms of the Intercreditor Agreement, may exercise in respect of the Pledged Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party on default under the Uniform Commercial Code in effect in the State (irrespective of Delaware at that time (the "Code") (whether or not the Code applies to the affected items of Pledged Collateral), and Collateral Agent, on behalf of the holders of the Notes, may also, also without notice (except as specified below, ) sell the Pledged Collateral or any part thereof in one or more parcels at public or private sale, at any exchange or exchange, broker's board or at any of Collateral Agent's offices or elsewhere, for cash, on credit or for future delivery, at such time or times and at such price or prices and upon such other terms as Aames Collateral Agent may deem commercially reasonable, irrespective of the impact of any such sales on the market price of the Pledged Collateral. The To the maximum extent permitted by applicable law, Collateral Agent may be the purchaser of any or all of the Pledged Collateral at any such sale and shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Pledged Collateral sold at any such public sale, to use and apply all or any part of the Secured Obligations as a credit on account of the purchase price of any Pledged Collateral payable at such sale. Each purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of Pledgor, and Pledgor hereby waives (to the extent permitted by law) all rights of redemption, stay, or appraisal that it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. Pledgor agrees that, to the extent notice of sale shall be required by law, at least ten days' (10) calendar days notice to the Pledgor of the time and place of any public sale or the time after which any a private sale is to be made shall constitute reasonable notification. Aames Collateral Agent shall not be obligated to make any sale of Pledged Collateral regardless of notice of sale having been given. Aames Collateral Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. To the maximum extent permitted by law, Pledgor hereby waives any claims against Collateral Agent arising because the price at which any Pledged Collateral may have been sold at such a private sale was less than the price that might have been obtained at a public sale, even if Collateral Agent accepts the first offer received and does not offer such Pledged Collateral to more than one offeree. (b) Any cash held by Aames as Pledgor hereby agrees that any sale or other disposition of the Pledged Collateral and all cash proceeds received conducted in conformity with reasonable commercial practices of banks, insurance companies, or other financial institutions in the State of New York in disposing of property similar to the Pledged Collateral shall be deemed to be commercially reasonable. (c) Pledgor hereby acknowledges that the sale by Aames in respect Collateral Agent of any sale ofPledged Collateral pursuant to the terms hereof in compliance with the Securities Act, collection from as well as applicable "Blue Sky" or other realization state securities laws may require strict limitations as to the manner in which Collateral Agent or any subsequent transferee of the Pledged Collateral may dispose thereof. Pledgor acknowledges and agrees that in order to protect Collateral Agent's interest it may be necessary to sell the Pledged Collateral at a price less than the maximum price attainable if a sale were delayed or were made in another manner, such as a public offering under the Securities Act. Pledgor has no objection to sale in such a manner and agrees that Collateral Agent shall have no obligation to obtain the maximum possible price for the Pledged Collateral. Without limiting the generality of the foregoing, Pledgor agrees that, upon the occurrence and during the continuation of an Event of Default, Collateral Agent may, subject to applicable law, from time to time attempt to sell all or any part of the Pledged Collateral mayby a private placement, restricting the bidders and prospective purchasers to those who will represent and agree that they are purchasing for investment only and not for distribution. In so doing, Collateral Agent may solicit offers to buy the Pledged Collateral or any part thereof for cash, from a limited number of investors deemed by Collateral Agent, in its reasonable judgment, to be institutional investors or other responsible parties who might be interested in purchasing the Pledged Collateral, provided that in each case such sale is conducted in a manner that is commercially reasonable. If Collateral Agent shall solicit such offers and so long as the sale is conducted in accordance with applicable law, then the acceptance by Collateral Agent of one of the offers shall be deemed to be a commercially reasonable method of disposition of the Pledged Collateral. (d) If Collateral Agent shall determine to exercise its right to sell all or any portion of the Pledged Collateral pursuant to this Section, Pledgor agrees that, upon request of Collateral Agent, Pledgor will, at its own expense: (i) use its best efforts to execute and deliver, and cause the Issuers and the directors and officers thereof to execute and deliver, all such instruments and documents, and to do or cause to be done all such other acts and things, as may be necessary or, in the discretion opinion of AamesCollateral Agent, advisable to register such Pledged Collateral under the provisions of the Securities Act, and to cause the registration statement relating thereto to become effective and to remain effective for such period as prospectuses are required by law to be held by Aames as collateral forfurnished, and/or then and to make all amendments and supplements thereto and to the related prospectuses which, in the opinion of Collateral Agent, are necessary or at any time thereafter be applied (after payment of any amounts payable to Aames pursuant to Section 12) in whole or in part by Aames againstadvisable, all in conformity with the requirements of the Securities Act and the rules and regulations of the Securities and Exchange Commission applicable thereto; (ii) use its best efforts to qualify the Pledged Collateral under the state securities laws or "Blue Sky" laws and to obtain all necessary governmental approvals for the sale of the Pledged Collateral, as requested by Collateral Agent in its Permitted Discretion; (iii) use its best efforts to cause the Issuers to make available to their respective security holders, as soon as practicable, an earnings statement which will satisfy the provisions of Section 11(a) of the Securities Act; (iv) execute and deliver, or use its best efforts to cause the officers and directors of the Issuers to execute and deliver, to any person, entity or governmental authority as Collateral Agent may choose, any and all documents and writings which, in Collateral Agent's reasonable judgment, may be necessary or appropriate for approval, or be required by, any regulatory authority located in any city, county, state or country where Pledgor or the Issuers engage in business, in order to transfer or to more effectively transfer the Pledged Interests or otherwise enforce Collateral Agent's rights hereunder; and (v) use its best efforts to do or cause to be done all such other acts and things as may be necessary to make such sale of the Pledged Collateral or any part of the Obligations thereof valid and binding and in such order as Aames shall elect. Any surplus of such cash or cash proceeds held by Aames and remaining after payment in full of all the Obligations shall be paid over to the Pledgor or to whomsoever may be lawfully entitled to receive such surpluscompliance with applicable law.

Remedies Upon Default. If any Event of Default under the Notes shall have occurred and be continuing: (a) Aames may The Secured Creditor may, exercise in respect of the Pledged Collateral, in addition to other rights and remedies provided for herein or otherwise available to itthem, all of the rights and remedies of a secured party on default as provided under the Uniform Commercial Code in effect in law of the State Commonwealth of Delaware at that time (the "Code") (whether or not the Code applies to the affected Collateral)Pennsylvania, and may also, without limiting the generality of the foregoing and without notice except as specified below, and subject to the previously existing liens on the pledged collateral, sell the Pledged Collateral or any part thereof in one or more parcels at public or private sale, sale at any exchange such price or broker's board or elsewhere, for cash, prices and on credit or for future delivery, and upon such other terms as Aames the Secured Creditor may deem commercially reasonable. The Pledgor agrees that, to the extent notice of sale shall be required by law, at least ten 10 days' notice to the Pledgor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. Aames The Secured Creditor shall not be obligated to make any sale of Pledged Collateral regardless of notice of sale having been given. Aames The Secured Creditor may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. (b) Any cash held by Aames as Pledged Collateral and all All cash proceeds received by Aames the Secured Creditor in respect of any sale of, collection from from, or other realization upon upon, all or any part of the Pledged Collateral may, in the discretion of Aamesthe Secured Creditor, be held by Aames the Secured Creditor as collateral for, and/or then or at any time thereafter be applied (after payment of any amounts payable to Aames pursuant to Section 12) in whole or in part by Aames the Secured Creditor against, all or any part of the Obligations in such order pro rata as Aames shall electto the principal amount of the Loans and the Notes. Any surplus of such cash or cash proceeds held by Aames the Secured Creditor and remaining after payment in full of all of the Obligations shall be paid over to the Pledgor or to whomsoever such person as may be lawfully entitled to receive such surplus. (c) In the event that the proceeds of any such sale, collection or realization are insufficient to pay all amounts to which the Secured Creditor is legally entitled, the Pledgor shall remain liable for the deficiency and the Secured Creditor shall retain all rights to collect on such Obligations provided by applicable law.

Remedies Upon Default. If any Event of Default shall have occurred and be continuing: (a) Aames The Agent may exercise in respect of the Pledged Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, all of the rights and remedies of a secured party on default under the Uniform Commercial Code then in effect in the State of Delaware at that time (New York; and without limiting the "Code") (whether or not generality of the Code applies to the affected Collateral), foregoing and may also, without notice except as specified below, sell the Pledged Collateral or any part thereof in one or more parcels at public or private sale, at any exchange or broker's board or elsewhere, for cash, at such price or prices and on credit or for future delivery, and upon such other terms as Aames the Agent may deem commercially reasonable. The Each Pledgor agrees that, to the extent notice of sale shall be required by law, at least ten 10 days' notice to the such Pledgor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. Aames The Agent shall not be obligated to make any sale of Pledged Collateral regardless of notice of sale having been given. Aames The Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. (b) Each Pledgor recognizes that it may be impracticable to effect a public sale of all or any part of the Pledged Securities or any other securities constituting Pledged Collateral and that the Agent may, therefore, determine to make one or more private sales of any such securities to a restricted group of purchasers who will be obligated to agree, among other things, to acquire such securities for their own account, for investment and not with a view to the distribution or resale thereof. Each Pledgor acknowledges that any such private sale may be at prices and on terms less favorable to the seller than the prices and other terms which might have been obtained at a public sale and, notwithstanding the foregoing, agrees that such private sales shall be deemed to have been made in a commercially reasonable manner and that the Agent shall have no obligation to delay sale of any such securities for the period of time necessary to permit the issuer of such securities to register such securities for public sale under the Securities Act of 1933, as amended (the "SECURITIES ACT"). Each Pledgor further acknowledges and agrees that any offer to sell such securities which has been (i) publicly advertised on a bona fide basis in a newspaper or other publication of general circulation in the financial community of New York, New York (to the extent that such an offer may be so advertised without prior registration under the Securities Act) or (ii) made privately in the manner described above to not less than fifteen BONA FIDE offerees shall be deemed to involve a "public disposition" for the purposes of Section 9-610 of the Code (or any successor or similar, applicable statutory provision) as then in effect in the State of New York, notwithstanding that such sale may not constitute a "public offering" under the Securities Act, and that the Agent may, in such event, bid for the purchase of such securities. (c) Any cash held by Aames the Agent as Pledged Collateral and all cash proceeds received by Aames the Agent in respect of any sale of, collection from from, or other realization upon upon, all or any part of the Pledged Collateral may, in the discretion of Aamesthe Agent, be held by Aames the Agent as collateral for, and/or then or at any time thereafter be applied (after payment of any amounts payable to Aames the Agent pursuant to Section 1210 hereof) in whole or in part by Aames the Agent against, all or any part of the Obligations in such order as Aames shall electaccordance with Section 2.4(b) of the Loan Agreement. Any surplus of such cash or cash proceeds held by Aames the Agent and remaining after payment in full of all of the Obligations after all Commitments have been terminated shall be paid over to the Pledgor Pledgors or to whomsoever such Person as may be lawfully entitled to receive such surplus. (d) In the event that the proceeds of any such sale, collection or realization are insufficient to pay all amounts to which the Agent and the Lenders are legally entitled, the Pledgors shall be jointly and severally liable for the deficiency, together with interest thereon at the highest rate specified in the Loan Agreement for interest on overdue principal thereof or such other rate as shall be fixed by applicable law, together with the costs of collection and the reasonable fees, costs and expenses of any attorneys employed by the Agent to collect such deficiency.

Remedies Upon Default. If any Upon the occurrence and during the continuance of an Event of Default shall have occurred and be continuingDefault: (a) Aames a. Secured Party, for the benefit of the Lender Group, may exercise in respect of the Pledged Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party on default under the Uniform Commercial Code in effect in UCC (irrespective of whether the State of Delaware at that time (the "Code") (whether or not the Code UCC applies to the affected items of Collateral), and and, to the maximum extent permitted by applicable law, Secured Party may also, also without notice (except as specified below, ) sell the Pledged Collateral or any part thereof in one or more parcels at public or private sale, at any exchange or exchange, broker's board or at any of Secured Party's offices or elsewhere, for cash, on credit or for future delivery, at such time or times and at such price or prices and upon such other terms as Aames may deem are commercially reasonable, irrespective of the impact of any such sales on the market price of the Collateral. The To the maximum extent permitted by applicable law, Secured Party may be the purchaser of any or all of the Collateral at any such sale and shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply all or any part of the Secured Obligations as a credit on account of the purchase price of any Collateral payable at such sale. Each purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of Pledgor, and Pledgor hereby waives (to the extent permitted by law) all rights of redemption, stay, or appraisal that it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. Pledgor agrees that, to the extent notice of sale shall be required by law, at least ten days' (10) calendar days notice to the Pledgor of the time and place of any public sale or the time after which any a private sale is to be made shall constitute reasonable notification. Aames Secured Party shall not be obligated to make any sale of Pledged Collateral regardless of notice of sale having been given. Aames Secured Party may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. To the maximum extent permitted by law, Pledgor hereby waives any claims against Secured Party arising because the price at which any Collateral may have been sold at such a private sale was less than the price that might have been obtained at a public sale, even if Secured Party accepts the first offer received and does not offer such Collateral to more than one offeree. (b) Any cash held b. Pledgor hereby agrees that any sale or other disposition of the Collateral conducted in conformity with reasonable commercial practices of banks, insurance companies, or other financial institutions in the City of Los Angeles, California in disposing of property similar to the Collateral shall be deemed to be commercially reasonable. c. Pledgor hereby acknowledges that the sale by Aames as Pledged Collateral and all cash proceeds received by Aames in respect Secured Party, for the benefit of the Lender Group, of any sale ofCollateral pursuant to the terms hereof in compliance with the Securities Act of 1933 as now in effect or as hereafter amended, collection from or any similar statute hereafter adopted with similar purpose or effect (the "Securities Act"), as well as applicable "Blue Sky" or other realization state securities laws may require strict limitations as to the manner in which Secured Party or any subsequent transferee of the Collateral may dispose thereof. Pledgor hereby acknowledges and agrees that in order to protect Secured Party's interest it may be necessary to sell the Collateral at a price less than the maximum price attainable if a sale were delayed or were made in another manner, such as a public offering under the Securities Act. Pledgor has no objection to sale in such a manner, if so required under the Securities Act, and agrees that Secured Party shall have no obligation to obtain the maximum possible price for the Collateral. Without limiting the generality of the foregoing, Pledgor hereby agrees that, upon the occurrence and during the continuation of an Event of Default, Secured Party may, subject to applicable law, from time to time attempt to sell all or any part of the Pledged Collateral mayby a private placement, restricting the bidders and prospective purchasers to those who will represent and agree that they are purchasing for investment only and not for distribution. In so doing, Secured Party may solicit offers to buy the Collateral or any part thereof for cash, from a limited number of investors deemed by Secured Party, in its reasonable judgment, to be institutional investors or other responsible parties who might be interested in purchasing the Collateral. If Secured Party shall solicit such offers, then the acceptance by Secured Party of one of the offers shall be deemed to be a commercially reasonable method of disposition of the Collateral. d. If Secured Party, for the benefit of the Lender Group, shall determine to exercise its right to sell all or any portion of the Collateral pursuant to this Section 9, Pledgor agrees that, upon request of Secured Party, Pledgor will, at its own expense: (i) use its best efforts to execute and deliver, and cause the Issuers and the directors and officers thereof to execute and deliver, all such instruments and documents, and to do or cause to be done all such other acts and things, as may be necessary or, in the discretion opinion of AamesSecured Party, advisable to register such Collateral under the provisions of the Securities Act, and to cause the registration statement relating thereto to become effective and to remain effective for such period as prospectuses are required by law to be held by Aames as collateral forfurnished, and/or then and to make all amendments and supplements thereto and to the related prospectuses which, in the opinion of Secured Party, are necessary or at any time thereafter be applied (after payment of any amounts payable to Aames pursuant to Section 12) in whole or in part by Aames againstadvisable, all in conformity with the requirements of the Securities Act and the rules and regulations of the Securities and Exchange Commission applicable thereto; (ii) use its best efforts to qualify the Collateral under the state securities laws or "Blue Sky" laws and to obtain all necessary governmental approvals for the sale of the Collateral, as requested by Secured Party; (iii) cause the Issuers to make available to their respective security holders, as soon as practicable, an earnings statement which will satisfy the provisions of Section 11(a) of the Securities Act; (iv) execute and deliver, or cause the officers and directors of the Issuers to execute and deliver, to any person, entity or governmental authority as Secured Party may choose, any and all documents and writings which, in Secured Party's reasonable judgment, may be necessary or appropriate for approval, or be required by, any regulatory authority located in any city, county, state or country where Pledgor or the Issuers engage in business, in order to transfer or to more effectively transfer the Pledged Shares or otherwise enforce Secured Party's rights hereunder; and (v) do or cause to be done all such other acts and things as may be necessary to make such sale of the Collateral or any part thereof valid and binding and in compliance with applicable law. Pledgor acknowledges that there is no adequate remedy at law for failure by it to comply with the provisions of the Obligations this Section 9 and that such failure would not be adequately compensable in such order as Aames shall elect. Any surplus of such cash or cash proceeds held by Aames damages, and remaining after payment therefore agrees that its agreements contained in full of all the Obligations shall be paid over to the Pledgor or to whomsoever this Section 9 may be lawfully entitled to receive such surplusspecifically enforced. e. PLEDGOR EXPRESSLY WAIVES TO THE MAXIMUM EXTENT PERMITTED BY LAW: (i) ANY CONSTITUTIONAL OR OTHER RIGHT TO A JUDICIAL HEARING PRIOR TO THE TIME SECURED PARTY DISPOSES OF ALL OR ANY PART OF THE COLLATERAL AS PROVIDED IN THIS SECTION; (ii) ALL RIGHTS OF REDEMPTION, STAY, OR APPRAISAL THAT IT NOW HAS OR MAY AT ANY TIME IN THE FUTURE HAVE UNDER ANY RULE OF LAW OR STATUTE NOW EXISTING OR HEREAFTER ENACTED; AND (iii) EXCEPT AS SET FORTH IN SECTION 9(a) OF THIS AGREEMENT, ANY REQUIREMENT OF NOTICE, DEMAND, OR ADVERTISEMENT FOR SALE.

Remedies Upon Default. If any Upon the occurrence and during the continuance of an Event of Default shall have occurred and be continuing:under the Note and/or the Guaranty “Event of Default”): (a) Aames Secured Party may exercise in respect of the Pledged Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party on default under the Uniform Commercial Code in effect in the State (irrespective of Delaware at that time (the "Code") (whether or not the Code applies to the affected items of Collateral), and Secured Party may also, also without notice (except as specified below, ) sell the Pledged Collateral or any part thereof in one or more parcels at public or private sale, at any exchange exchange, broker’s board or broker's board at any of Secured Party’s offices or elsewhere, for cash, on credit or for future delivery, at such time or times and at such price or prices and upon such other terms as Aames Secured Party may deem commercially reasonable, irrespective of the impact of any such sales on the market price of the Collateral. The To the maximum extent permitted by applicable law, Secured Party may be the purchaser of any or all of the Collateral at any such sale and shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply all or any part of the Secured Obligations as a credit on account of the purchase price of any Collateral payable at such sale. Each purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of Pledgor, and Pledgor hereby waives (to the extent permitted by law) all rights of redemption, stay, or appraisal that it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. Pledgor agrees that, to the extent notice of sale shall be required by law, at least ten days' (10) calendar days notice to the Pledgor of the time and place of any public sale or the time after which any a private sale is to be made shall constitute reasonable notification. Aames Secured Party shall not be obligated to make any sale of Pledged Collateral regardless of notice of sale having been given. Aames Secured Party may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. To the maximum extent permitted by law, Pledgor hereby waives any claims against Secured Party arising because the price at which any Collateral may have been sold at such a private sale was less than the price that might have been obtained at a public sale, even if Secured Party accepts the first offer received and does not offer such Collateral to more than one offeree. (b) Any cash held Notwithstanding the foregoing, the Secured Party hereby acknowledges that the total number of shares of stock that may be sold pursuant to Section 11(a) of this Agreement shall not exceed, on any given trading day, the greater of: (i) 3% of the aggregate trading volume during the previous five (5) trading days, including that day; (ii) 15% of the trading volume on that day; or (iii) such number of shares as yield proceeds (net of commissions) of $50,000. (c) Secured Party hereby agrees that, upon delivery of an opinion of counsel stating that the rights of the Secured Party will not be affected thereby, other shares of the Borrower’s common stock may at any time be substituted for all or a portion of the Pledged Shares; (d) Pledgor hereby agrees that any sale or other disposition of the Collateral conducted in conformity with reasonable commercial practices of banks, insurance companies, or other financial institutions in the city and state where Secured Party is located in disposing of property similar to the Collateral shall be deemed to be commercially reasonable. (e) Pledgor hereby acknowledges that the sale by Aames as Pledged Collateral and all cash proceeds received by Aames in respect Secured Party of any sale ofCollateral pursuant to the terms hereof in compliance with the Securities Act of 1933 as now in effect or as hereafter amended, collection from or any similar statute hereafter adopted with similar purpose or effect (the “Securities Act”), as well as applicable “Blue Sky” or other realization state securities laws, may require strict limitations as to the manner in which Secured Party or any subsequent transferee of the Collateral may dispose thereof. Pledgor acknowledges and agrees that in order to protect Secured Party’s interest it may be necessary to sell the Collateral at a price less than the maximum price attainable if a sale were delayed or were made in another manner, such as a public offering under the Securities Act. Pledgor has no objection to sale in such a manner and agrees that Secured Party shall have no obligation to obtain the maximum possible price for the Collateral. Without limiting the generality of the foregoing, Pledgor agrees that, upon the occurrence and during the continuation of an Event of Default, Secured Party may, subject to applicable law, from time to time attempt to sell all or any part of the Pledged Collateral mayby a private placement, restricting the bidders and prospective purchasers to those who will represent and agree that they are purchasing for investment only and not for distribution. In so doing, Secured Party may solicit offers to buy the Collateral or any part thereof for cash, from a limited number of investors reasonably believed by Secured Party to be institutional investors or other accredited investors who might be interested in purchasing the discretion Collateral. If Secured Party shall solicit such offers, then the acceptance by Secured Party of Aames, one of the offers shall be held by Aames as collateral for, and/or then or at any time thereafter deemed to be applied a commercially reasonable method of disposition of the Collateral. (after payment of any amounts payable f) If Secured Party shall determine to Aames pursuant exercise its right to Section 12) in whole or in part by Aames against, sell all or any part portion of the Obligations Collateral pursuant to this Section, Pledgor agrees that, upon request of Secured Party, Pledgor will, at its own expense: (i) execute and deliver, or cause the officers and directors of the Company to execute and deliver, to any person, entity or governmental authority as Secured Party may choose, any and all documents and writings which, in such order as Aames shall elect. Any surplus of such cash Secured Party’s reasonable judgment, may be necessary or cash proceeds held by Aames and remaining after payment appropriate for approval, or be required by, any regulatory authority located in full of all the Obligations shall be paid over to the any city, county, state or country where Pledgor or the Company engage in business, in order to whomsoever transfer or to more effectively transfer the Pledged Interests or otherwise enforce Secured Party’s rights hereunder; and (ii) do or cause to be done all such other acts and things as may be lawfully entitled necessary to receive make such surplussale of the Collateral or any part thereof valid and binding and in compliance with applicable law; and (iii) cause the Company to timely file all periodic reports required to be filed by the Company under the Securities Exchange Act of 1934. Pledgor acknowledges that there is no adequate remedy at law for failure by it to comply with the provisions of this Section and that such failure would not be adequately compensable in damages, and therefore agrees that its agreements contained in this Section may be specifically enforced. (g) PLEDGOR EXPRESSLY WAIVES TO THE MAXIMUM EXTENT PERMITTED BY LAW: (i) ANY CONSTITUTIONAL OR OTHER RIGHT TO A JUDICIAL HEARING PRIOR TO THE TIME SECURED PARTY DISPOSES OF ALL OR ANY PART OF THE COLLATERAL AS PROVIDED IN THIS SECTION; (ii) ALL RIGHTS OF REDEMPTION, STAY, OR APPRAISAL THAT IT NOW HAS OR MAY AT ANY TIME IN THE FUTURE HAVE UNDER ANY RULE OF LAW OR STATUTE NOW EXISTING OR HEREAFTER ENACTED; AND (iii) EXCEPT AS SET FORTH IN SUBSECTION (a) OF THIS SECTION 11, ANY REQUIREMENT OF NOTICE, DEMAND, OR ADVERTISEMENT FOR SALE.

Remedies Upon Default. If any Event of Default shall have occurred and be continuing: (a) Aames Lender may exercise in respect of the Pledged Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party on default under the Uniform Commercial Code (the "Code") in effect in the State of Delaware California, except as required by mandatory provisions of law and except to the extent that the validity or perfection of the security interest hereunder, or remedies hereunder, in respect of any particular Pledged Collateral are governed by the laws of a jurisdiction other than the State of California, at that time (the "Code") (whether or not the Code applies to the affected Collateral)time, and Lender may also, without notice except as specified below, exercise any voting or other consensual rights with respect to the Pledged Collateral, sell the Pledged Collateral or any part thereof in one or more parcels at public or private sale, at any exchange or exchange, broker's board or at any of Lender's offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as Aames Lender may deem commercially reasonable. The Pledgor agrees that, to the extent notice of sale shall be required by law, at least ten days' notice to the Pledgor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. Aames Lender shall not be obligated to make any sale of Pledged Collateral regardless of notice of sale having been given. Aames Lender may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. (b) Any cash held by Aames Lender as Pledged Collateral and all cash proceeds received by Aames Lender in respect of any sale of, collection from or other realization upon all or any part of the Pledged Collateral may, in the discretion of AamesLender, be held by Aames Lender as collateral for, and/or and then or at any time thereafter be applied (after payment of any amounts payable to Aames Lender pursuant to Section 1213) in whole or in part by Aames Lender against, all or any part of the Obligations in such order as Aames Lender shall elect. Any surplus of such cash or cash proceeds and interest accrued thereon, if any, held by Aames Lender and remaining after payment in full of all the Obligations shall be paid over to the Pledgor or to whomsoever may be lawfully entitled to receive such surplus, provided that Lender shall have no obligation to invest or otherwise pay interest on any amounts held by it in connection with or pursuant to this Agreement. (c) All rights and remedies of Lender expressed herein are in addition to all other rights and remedies possessed by Lender in the Loan Agreement, all third party guaranties and any other agreement or instrument relating to the Obligations.

Remedies Upon Default. If any Event of Default shall have occurred and be continuing: (a) Aames Lenders may exercise in respect of the Pledged Collateral, in addition to other rights and remedies provided for herein or otherwise available to itthem, all the rights and remedies of a secured party on default under the Uniform Commercial Code (the "Code") in effect in the State of Delaware New York at that time (the "Code") (whether or not the Code applies to the affected Collateral)time, and Lenders may also, without notice except as specified below, sell the Pledged Collateral or any part thereof in one or more parcels at public or private sale, at any exchange or exchange, broker's board or elsewhere, for cash, on credit or for future delivery, and upon such other terms as Aames the Lenders may deem commercially reasonable. The Pledgor agrees acknowledges that, to the extent notice of sale shall be required by law, at least ten days' notice to the Pledgor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. Aames The Lenders shall not be obligated to make any sale of Pledged Collateral regardless of notice of sale having been given. Aames The Lenders may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned.; and (b) Any cash held by Aames the Lenders as Pledged Collateral and all cash proceeds received by Aames the Lenders in respect of any sale of, collection from from, or other realization upon all or any part of the Pledged Collateral may, in the discretion of Aamesthe Lenders, be held by Aames the Lenders as collateral for, and/or then or at any time thereafter be applied (after payment of any amounts payable to Aames pursuant to Section 12) in whole or in part by Aames against, all or any part the Lenders for the ratable benefit of the Obligations in such order as Aames shall electthem. Any surplus of such cash or cash proceeds held by Aames and remaining after payment in full of all the Obligations shall be paid over to the Pledgor or to whomsoever may be lawfully entitled to receive such surplus.;

Remedies Upon Default. If Upon any Event of Default by any Loan Party, Xxxxxx Xxxxxx may pursue any and all remedies provided at law or in equity. If an Event of Default shall occur on or after the Collateral Pledge Effective Date, the Antara Lender shall have occurred the right, upon reasonable written notice (such reasonable notice to be determined by the Antara Lender in its sole and absolute discretion, which shall not be continuing: less than five (a5) Aames may exercise in business days), with respect of to the Pledged Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party on default under the Uniform Commercial Code in effect in the State of Delaware at that time (the "Code") Collateral (whether or not the Code applies to same shall then be or shall thereafter come into the affected Collateralpossession, custody or control of the Antara Lender), and may alsoto sell, without notice except as specified belowlease, sell the Pledged Collateral license, assign or otherwise dispose of all or any part thereof in one of the Collateral, at such place or more parcels places as the Antara Lender deems best, and for cash or for credit or for future delivery (without thereby assuming any credit risk), at public or private sale, without demand of performance or notice of intention to effect any such disposition or of the time or place thereof (except such notice as is required above or by applicable statute and cannot be waived), and the Antara Lender or anyone else may be the purchaser, lessee, licensee, assignee or recipient of any or all of the Collateral so disposed of at any exchange or broker's board or elsewhere, for cash, on credit or for future delivery, and upon such other terms as Aames may deem commercially reasonable. The Pledgor agrees thatpublic sale (or, to the extent notice of sale shall be required permitted by law, at least ten days' any private sale) and thereafter hold the same absolutely, free from any claim or right of whatsoever kind, including any right or equity of redemption (statutory or otherwise), of the Grantor, any such demand, notice and right or equity being hereby expressly waived and released. The Antara Lender may, to the Pledgor of the time and place of any public sale fullest extent permitted by applicable law, without notice or the time after which any private sale is to be made shall constitute reasonable notification. Aames shall not be obligated to make any sale of Pledged Collateral regardless of notice of sale having been given. Aames may publication, adjourn any such public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed thereforfor the sale, and such sale may, without further notice, may be made at the any time and or place to which it was the sale may be so adjourned. (b) . Antara Lender’s remedies set forth above and under the Series C Preferred Stock are not exclusive of any other available remedy or remedies, but each remedy shall be cumulative and shall be in addition to any other remedy given in this Loan Agreement, under the Series C Preferred Stock, at law, in equity, or by statute, whether now existing or hereafter arising. The exercise of any remedy or remedies shall not be an election of remedies. The remedies and rights of Antara Lender may be exercised concurrently, alone, in any combination, or in any order that Antara Lender deems appropriate. Any cash held waiver or consent to waiver of any of the foregoing provisions shall not be construed as a bar to a waiver of any such right on any future occasion. Each Loan Party hereby irrevocably constitutes and appoints Xxxxxx Xxxxxx and any officer or agent thereof, with full power of substitution, as its true and lawful attorneys-in-fact, with full irrevocable power and authority in the place and stead of such Loan Party or in Antara Xxxxxx’s own name, for the purpose of carrying out the terms of this Loan, to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or desirable to accomplish the purposes of this Loan Agreement and, without limiting the generality of the foregoing, hereby gives said attorneys the power and right, on behalf of such Loan Party, without notice to or assent by Aames such Loan Party, to do the following upon the occurrence of an Event of Default: generally, to sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Collateral in such manner as Pledged is consistent with the Uniform Commercial Code and as fully and completely as though Xxxxxx Xxxxxx was the absolute owner thereof for all purposes, and to do at the expense of the Loan Parties, at any time, or from time to time, all acts and things which Xxxxxx Xxxxxx deems necessary or desirable to protect, preserve or realize upon the Collateral and all cash proceeds received by Aames in respect of any sale of, collection from or other realization upon all or any part of the Pledged Collateral mayXxxxxxx’ security interests therein, in order to effect the discretion intent of Aamesthis Loan Agreement, be held all as fully and effectively as any Loan Party might do. Upon any Event of Default by Aames as collateral forany Loan Party following the Loan Discharge Date, and/or then or each Executive Lender may pursue any and all remedies provided at any time thereafter be applied (after payment of any amounts payable to Aames pursuant to Section 12) in whole law or in part by Aames against, all or any part of the Obligations in such order as Aames shall elect. Any surplus of such cash or cash proceeds held by Aames and remaining after payment in full of all the Obligations shall be paid over to the Pledgor or to whomsoever may be lawfully entitled to receive such surplusequity.

Remedies Upon Default. If any Event of Default shall have occurred and be continuing: (a) Aames may exercise in respect of the Pledged Collateral, in In addition to any and all other rights and remedies you may have under applicable law, or under the terms of the Note, the Guaranty Agreement, the Securities Account Control Agreement, the Collateral Assignment or any other instrument evidencing or securing the Secured Obligations, or provided for herein or otherwise available elsewhere in this Agreement, upon the occurrence and during the continuation of an Event of Default you shall have, with respect to itthe Collateral, all of the rights and remedies of a secured party on default under the North Carolina Uniform Commercial Code in effect in Code. Without limiting the State of Delaware at that time (the "Code") (whether or not the Code applies to the affected Collateral), and may also, without notice except as specified below, sell the Pledged Collateral or any part thereof in one or more parcels at public or private sale, at any exchange or broker's board or elsewhere, for cash, on credit or for future delivery, and upon such other terms as Aames may deem commercially reasonable. The Pledgor agrees that, to the extent notice of sale shall be required by law, at least ten days' notice to the Pledgor generality of the time foregoing, upon the occurrence and place during the continuation of an Event of Default, (a) you may assume exclusive control over the Account in accordance with the terms of the Securities Account Control Agreement (provided that you shall send to me a copy of any public sale or "Notice of Exclusive Control" given under the time after which any private sale is to be made shall constitute reasonable notification. Aames shall not be obligated to make any sale of Pledged Collateral regardless of notice of sale having been given. Aames may adjourn any public or private sale from time to time by announcement Securities Account Control Agreement at the time and place fixed thereforit is sent to WSI), and such sale may, without further notice, be made at the time and place to which it was so adjourned. (b) Any cash held by Aames as Pledged Collateral and all cash proceeds received by Aames in respect you may take possession of any sale of, collection from or other realization upon all or any part of the Pledged Collateral mayfor purposes of exercising your rights and remedies with respect thereto, in the discretion of Aames, be held by Aames as collateral for, and/or then or at (c) you may apply any time thereafter be applied (after payment of any amounts payable to Aames pursuant to Section 12) in whole or in part by Aames against, all or any part portion of the Collateral that consists of cash to the Secured Obligations, and (d) you may sell any or all of the Collateral at public or private sale in such commercially reasonable manner as you may determine and apply the proceeds of such sale first to your reasonable costs and expenses of retaking, holding, preparing for disposition, processing and disposing of the Collateral (including reasonable attorneys' fees and legal expenses) and then to satisfaction of the Secured Obligations in such order as Aames you may determine, with any surplus to be paid to me or to such other person as is legally entitled thereto. In the event that such proceeds are insufficient to satisfy the Secured Obligations in full, I shall electremain liable for any deficiency. Any surplus such sale may be conducted in any commercially reasonable manner, and you shall not be liable for any diminution in value of the Collateral pending such cash sale or cash proceeds held by Aames pending your exercise of your rights and remaining after payment in full of all the Obligations remedies hereunder. You shall give me at least fifteen (15) days notice prior to any such sale, and I agree that such notice shall be paid over deemed commercially reasonable. If any of the Collateral consisting of securities may not be publicly sold due to restrictions imposed by applicable securities laws, or because the Pledgor applicable public securities markets will not absorb the volume represented by such sale, it shall be commercially reasonable for you to sell such Collateral in one or to whomsoever may be lawfully entitled to receive such surplusmore private sales conducted in a commercially reasonable manner, even though at a price per share or other unit less than the price prevailing in the public securities markets.

Remedies Upon Default. If any Event of Default shall have occurred and be continuing: (a) Aames , the Pledgee may exercise in respect of the Pledged Collateral, in addition to all other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party on default under the Uniform Commercial Code in effect in the State of Delaware at that time (the "Code") (whether or not the Code applies to the affected Collateral), the PPSA and other applicable law, and the Pledgee may also, without notice except as specified below, sell the Pledged Collateral or any part thereof in one or more parcels at public or private sale, at any exchange or exchange, broker's board or at any of the Pledgee's offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as Aames the Pledgee may deem commercially reasonable. The Pledgor agrees Pledgors agree that, to the extent notice of sale shall be required by law, at least ten daysfive Business Days' notice to the Pledgor Pledgors of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. Aames The Pledgee shall not be obligated to make any sale of Pledged Collateral regardless of notice of sale having been given. Aames The Pledgee may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. (b) Any cash held by Aames as Pledged . If an Event of Default shall have occurred and be continuing, the Pledgee may, under the power of attorney granted herein, transfer the Collateral and all cash proceeds received by Aames in respect of any sale of, collection from or other realization upon all or any part on the books of the Pledged Collateral mayPledgors and the Issuers, in as the discretion of Aamescase may be, be held by Aames as collateral for, and/or then or at any time thereafter be applied (after payment of any amounts payable to Aames pursuant to Section 12) in whole or in part by Aames againstpart, all or any part to the name of the Obligations in Pledgee or such order other Person or Persons as Aames shall elect. Any surplus of such cash or cash proceeds held by Aames and remaining after payment in full of all the Obligations shall be paid over to the Pledgor or to whomsoever Pledgee may be lawfully entitled to receive such surplusdesignate.

Remedies Upon Default. If any Upon the occurrence of an Event of Default under and as defined in the Loan Agreement, then, and in any such event, Lender shall have occurred and be continuing: (a) Aames may exercise in respect all of the Pledged Collateralrights, in addition to other rights and remedies provided for herein or otherwise available to it, all the rights privileges and remedies of a secured party on default under the Uniform Commercial Code as in effect in the State of Delaware at that time (the "Code") (whether or not the Code applies to the affected Collateral)Tennessee, and without limiting the foregoing, Lender may also, without notice except as specified below, sell (a) collect any and all amounts payable in respect of the Pledged Collateral Securities and exercise any and all rights, privileges, options and remedies of the holder and owner thereof, and (b) sell, transfer and/or negotiate the Pledged Securities, or any part thereof in one or more parcels thereof, at public or private sale, at any exchange or broker's board or elsewhere, for cash, on upon credit or for future delivery, and upon such other terms as Aames may Lender shall deem commercially reasonable. The Pledgor agrees thatappropriate, to the extent notice of sale shall be required by lawincluding without limitation, at least ten days' notice to Lender's option, the Pledgor purchase of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. Aames shall not be obligated to make any sale of Pledged Collateral regardless of notice of sale having been given. Aames may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. (b) Any cash held by Aames as Pledged Collateral and all cash proceeds received by Aames in respect of any sale of, collection from or other realization upon all or any part of the Pledged Collateral maySecurities at any public sale by Lender. Upon consummation of any sale, in Lender shall have the discretion right to assign, transfer and deliver to the purchaser or purchasers thereof the Pledged Securities so sold. Each such purchaser at any such sale shall hold the property sold absolutely, free from any claim or right on the part of Aamesthe Borrower, be held and the Borrower hereby waives (to the extent permitted by Aames as collateral forlaw) all rights of redemption, and/or then stay or appraisal that Borrower now has or may at any time thereafter be applied (after payment in the future have under any rule of any amounts payable law or statute now existing or hereinafter enacted. Borrower hereby expressly waives notice to Aames pursuant to Section 12) in whole or in part by Aames against, all or any part redeem and notice of the Obligations in such order as Aames shall elect. Any surplus time, place and manner of such cash or cash proceeds held by Aames and remaining after payment in full of all the Obligations shall be paid over to the Pledgor or to whomsoever may be lawfully entitled to receive such surplussale.

Remedies Upon Default. If Whenever any Event of Default shall have occurred occur and be continuing: (a) Aames may exercise in respect of the Pledged Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, Assignee shall have all the rights and remedies granted to it in such event by the Security Agreement and the other Financing Agreements, which rights and remedies are specifically incorporated herein by reference and made a part hereof. Assignee in such event may collect directly any payments due to Assignor in respect of a secured party on default the Collateral and, subject to any limitations imposed under any license agreements constituting part of the Uniform Commercial Code in effect Collateral, may sell, license, lease, assign, or otherwise dispose of the Collateral in the State of Delaware at that time (manner set forth in the "Code") (whether Security Agreement or not the Code applies to the affected Collateral), and may also, without notice except as specified below, sell the Pledged Collateral or any part thereof in one or more parcels at public or private sale, at any exchange or broker's board or elsewhere, for cash, on credit or for future delivery, and upon such other terms as Aames may deem commercially reasonableFinancing Agreements. The Pledgor Assignor agrees that, in the event of any disposition of the Collateral upon any such Event of Default, it will duly execute, acknowledge, and deliver all documents necessary or advisable to record title to the extent notice Collateral in any transferee or transferees thereof, including, without limitation, valid, recordable assignments of sale shall be required by lawthe Trademarks, at least ten days' notice Future Trademarks, and Licenses. In the event Assignor fails or refuses to execute and deliver such documents, Assignor hereby irrevocably appoints Assignee as its attorney-in-fact, with power of substitution, to execute, deliver, and record any such documents on Assignor's behalf. Notwithstanding any provision hereof to the Pledgor contrary, during the continuance of an Event of Default, Assignor may sell, and permit Guarantors to sell, merchandise or services bearing the Trademarks, Future Trademarks, and trademarks covered by the Licenses in the ordinary course of their respective business and in a manner consistent with its past practices, until it receives written notice from Assignee of an intended sale or disposition of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notificationCollateral. Aames The preceding sentence shall not be obligated limit any right or remedy granted to make any sale of Pledged Collateral regardless of notice of sale having been given. Aames may adjourn any public or private sale from time Assignee with respect to time by announcement at Assignor's inventory under the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. (b) Any cash held by Aames as Pledged Collateral and all cash proceeds received by Aames in respect of any sale of, collection from or other realization upon all Security Agreement or any part of the Pledged Collateral may, other agreement now or hereinafter in the discretion of Aames, be held by Aames as collateral for, and/or then or at any time thereafter be applied (after payment of any amounts payable to Aames pursuant to Section 12) in whole or in part by Aames against, all or any part of the Obligations in such order as Aames shall elect. Any surplus of such cash or cash proceeds held by Aames and remaining after payment in full of all the Obligations shall be paid over to the Pledgor or to whomsoever may be lawfully entitled to receive such surpluseffect.

Remedies Upon Default. If any 12.1 Upon the occurrence of an Event of Default Default, Pledgee shall have occurred have, in addition to any other rights given by law or in this Agreement, in the Loan Agreement, or in any other agreement between Pledgee and Pledgor, all of the rights and remedies with respect to the Collateral of a secured party under the Code, and also shall have, without limitation, the following rights, which Pledgor hereby agrees to be continuingcommercially reasonable: (a) Aames may exercise to receive all amounts payable in respect of the Pledged Collateral, Collateral to Pledgor under Section 6.1(b) hereof; (b) to register all or any part of the Collateral on the books of the Company in addition Pledgee's name or the name of its nominee or nominees; (c) to other rights and remedies provided for herein vote all or otherwise available to it, all any part of the rights and remedies of a secured party on default under the Uniform Commercial Code in effect in the State of Delaware at that time (the "Code") Shares (whether or not transferred into the Code applies to name of the affected Collateral)Pledgee) in accordance with Section 6.2 hereof, and may alsogive all consents, without notice except waivers and ratifications in respect of the Collateral and otherwise act with respect thereto as specified belowthough it were the outright owner thereof; PLEDGOR HEREBY IRREVOCABLY CONSTITUTES AND APPOINTS PLEDGEE THE PROXY AND ATTORNEY-IN-FACT OF PLEDGOR, sell the Pledged Collateral COUPLED WITH AN INTEREST, WITH FULL POWER OF SUBSTITUTION FOR ANY AND ALL OF SUCH PURPOSES; WHICH PROXY AND POWER OF ATTORNEY SHALL CONTINUE IN FULL FORCE AND EFFECT AND TERMINATE UPON THE EARLIER TO OCCUR OF (a) UPON THE INDEFEASIBLE PAYMENT IN FULL OF THE SECURED OBLIGATIONS, AND (b) TEN (10) YEARS FROM THE DATE HEREOF. (d) at any time or from time to time, to sell, assign and deliver, or grant options to purchase, all or any part thereof in one of the Collateral, or more parcels any interest therein, at any public or private sale, at any exchange without demand of performance, advertisement or broker's board notice of intention to sell or elsewhereof the time or place of sale or adjournment thereof or to redeem or otherwise (all of which are hereby waived by Pledgor), for cash, on credit or for other property, for immediate or future deliverydelivery without any assumption of credit risk, and upon for such other price or prices and on such terms as Aames the Pledgee in its absolute discretion may deem commercially reasonable. The Pledgor agrees thatdetermine; PROVIDED, to the extent notice of sale shall be required by law, that at least ten days' five (5) days notice to the Pledgor of the time and place of any public such sale or the time after which any private sale is shall be given to be made shall constitute reasonable notificationPledgor. Aames Pledgee shall not be obligated to make any such sale of Pledged Collateral regardless of whether any such notice of sale having has therefore been given. Aames may adjourn Pledgor hereby waives any public other requirement of notice, demand, or private advertisement for sale, to the extent permitted by law. Pledgor hereby waives and releases to the fullest extent permitted by law any right or equity of redemption with respect to the Collateral, whether before or after sale from time to time by announcement at the time and place fixed thereforhereunder, and such sale mayall rights, without further noticeif any, be made at of marshalling the time and place to which it was so adjourned. (b) Any cash held by Aames as Pledged Collateral and all cash proceeds received any other security for the Secured Obligations or otherwise. At any such sale, unless prohibited by Aames in respect of any sale ofapplicable law, collection from or other realization upon Pledgee may bid for and purchase all or any part of the Pledged Collateral mayso sold free from any such right or equity of redemption. Pledgee shall not be liable for failure to collect or realize upon any or all of the Collateral or for any delay in so doing nor shall Pledgee be under any obligation to take any action whatsoever with regard thereto; (e) to buy the Collateral, in the discretion of Aamesits own name, be held by Aames as collateral for, and/or then or at any time thereafter be applied (after payment of any amounts payable to Aames pursuant to Section 12) in whole or in part by Aames againstthe name of a designee or nominee. Pledgee shall have the right to execute any document or form, in its name or in the name of the Pledgor, that may be necessary or desirable in connection with such sale of the Collateral. (f) to sell all or any part of the Obligations Collateral by a private placement, restricting bidders and prospective purchasers to those who will represent and agree that they are purchasing for investment only and not for distribution. In so doing, Pledgee may solicit offers to buy the Collateral, or any part of it for cash, from a limited number of investors deemed by Pledgee, in its reasonable judgment, to be responsible parties who might be interested in purchasing the Collateral. If Pledgee shall solicit such order as Aames offers from not less than four (4) such investors, then the acceptance by Pledgee of the highest offer obtained therefore shall elect. Any surplus be deemed to be a commercial reasonable method of disposition of such cash or cash proceeds held by Aames and remaining after payment in full of all Collateral, even though the Obligations shall be paid over to the Pledgor or to whomsoever sales price established and/or obtained may be lawfully entitled substantially less than the price that would be obtained pursuant to receive a public offering. Notwithstanding the foregoing, should Pledgee determine that, prior to any public offering of any securities contained in the Collateral, such surplussecurities should be registered under the '33 Act and/or registered or qualified under any other federal or state law, and that such registration and/or qualification is not practical, Pledgor agrees that it will be commercially reasonable if a private sale is arranged so as to avoid a public offering even if offers are solicited from fewer than four (4) investors, and even though the sales price established and/or obtained may be substantially less than the price that would be obtained pursuant to a public offering.

Remedies Upon Default. If any Event of Default shall have occurred and be continuing: (a) Aames The Representative may exercise in respect of the Pledged Collateral, in addition to any other rights and remedies provided for herein or otherwise available to it, all of the rights and remedies of a secured party on upon default under the Uniform Commercial Code in effect in the State of Delaware at that time (the "Code") (whether or not the Code applies to the affected Collateral), and also may also(i) take absolute control of the Collateral, including, without limitation, transfer into the Representative's name or into the name of its nominee or nominees (to the extent the Representative has not theretofore done so) and thereafter receive, for the benefit of the Sellers, all payments made thereon, give all consents, waivers and ratifications in respect thereof and otherwise act with respect thereto as though it were the outright owner thereof, (ii) require the Grantor to, and the Grantor hereby agrees that it will at its expense and upon request of the Representative forthwith, assemble all or part of the Collateral as directed by the Representative and make it available to the Representative at a place or places to be designated by the Representative that is reasonably convenient to both parties, and the Representative may enter into and occupy any premises owned or leased by the Grantor where the Collateral or any part thereof is located or assembled for a reasonable period in order to effectuate the Representative's rights and remedies hereunder or under law, without obligation to the Grantor in respect of such occupation, and (iii) without notice except as specified belowbelow and without any obligation to prepare or process the Collateral for sale, (A) sell the Pledged Collateral or any part thereof in one or more parcels at public or private sale, at any exchange or brokerof the Representative's board offices or elsewhere, for cash, on credit or for future delivery, and at such price or prices and upon such other commercially reasonable terms as Aames the Representative may deem appropriate and/or (B) lease, license or dispose of the Collateral or any part thereof upon such commercially reasonablereasonable terms as the Representative may deem appropriate. The Pledgor Grantor agrees that, to the extent notice of sale or any other disposition of the Collateral shall be required by law, at least ten (10) days' notice to the Pledgor Grantor of the time and place of any public sale or the time after which any private sale or other disposition of the Collateral is to be made shall constitute reasonable notification. Aames The Representative shall not be obligated to make any sale or other disposition of Pledged Collateral regardless of notice of sale having been given. Aames The Representative may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. The Grantor hereby waives any claims against the Representative and the Sellers arising solely by reason of the fact that the price at which the Collateral may have been sold at a private sale was less than the price which might have been obtained at a public sale or was less than the aggregate amount of the Obligations, even if the Representative accepts the first offer received and does not offer the Collateral to more than one offeree; and the Grantor also hereby waives all rights that the Grantor may have to require that all or any part of the Collateral be marshalled upon any sale (public or private) thereof. The Grantor hereby acknowledges that (x) any such sale of the Collateral by the Representative shall be made without warranty, (y) the Representative may specifically disclaim any warranties of title, possession, quiet enjoyment or the like, and (z) such actions set forth in clauses (x) and (y) above shall not adversely affect the commercial reasonableness of any such sale of the Collateral. In addition to the foregoing, upon written notice to the Grantor from the Representative, the Grantor shall cease any use of the Intellectual Property or any trademark, patent or copyright similar thereto for any purpose described in such notice. (b) Any cash held by Aames the Representative as Pledged Collateral and all cash proceeds Cash Proceeds received by Aames the Representative in respect of any sale ofof or collection from, collection from or other realization upon upon, all or any part of the Pledged Collateral may, in the discretion of Aamesthe Representative, be held by Aames the Representative as collateral for, and/or then or at any time thereafter be applied (after payment of any amounts payable to Aames the Representative pursuant to Section 128 hereof) in whole or in part by Aames the Representative against, all or any part of the Obligations in such order as Aames the Representative shall elect, consistent with the provisions of the Redemption Notes. Any surplus of such cash or cash proceeds Cash Proceeds held by Aames the Representative and remaining after payment in full of all of the Obligations and termination of the Loan Documents shall be paid over to the Pledgor or to whomsoever may whosoever shall be lawfully entitled to receive the same or as a court of competent jurisdiction shall direct. (c) In the event that the proceeds of any such surplussale, collection or realization are insufficient to pay all amounts to which the Representative and the Sellers are legally entitled, the Grantor shall be liable for the deficiency, together with interest thereon at the highest rate specified in any applicable Loan Document or such other rate as shall be fixed by applicable law, together with the costs of collection and the reasonable fees, costs, expenses and other client charges of any attorneys employed by the Representative to collect such deficiency. (d) The Grantor hereby acknowledges that if the Representative complies with any applicable state or federal law requirements in connection with a disposition of the Collateral, such compliance will not adversely affect the commercial reasonableness of any sale or other disposition of the Collateral. (e) The Representative shall not be required to marshal any present or future collateral security (including, but not limited to, this Agreement and the Collateral) for, or other assurances of payment of, the Obligations or any of them or to resort to such collateral security or other assurances of payment in any particular order, and all of the Representative's rights hereunder and in respect of such collateral security and other assurances of payment shall be cumulative and in addition to all other rights, however existing or arising. To the extent that the Grantor lawfully may, the Grantor hereby agrees that it will not invoke any law relating to the marshalling of collateral which might cause delay in or impede the enforcement of the Representative's rights under this Agreement or under any other instrument creating or evidencing any of the Obligations or under which any of the Obligations is outstanding or by which any of the Obligations is secured or payment thereof is otherwise assured, and, to the extent that it lawfully may, the Grantor hereby irrevocably waives the benefits of all such laws.

Remedies Upon Default. If any Event of Default shall have occurred and be continuing: (a) Aames may exercise in respect of the Pledged Collateral, then, in addition to other exercising any rights and remedies provided for herein or otherwise available to it, all the rights and remedies of as a secured party on default under the Uniform Commercial Code in effect in Pennsylvania, the State Pledgees may, at their option, do any one or more of Delaware at that time the following without being required to give any notice to the Pledgor: (a) apply the cash (if any) then held by them as collateral hereunder, first, to the payment of all costs of collection (including attorneys' fees) incurred in enforcing Pledgees' rights under the Promissory Notes and this Agreement; second to the payment of interest accrued and unpaid on the Promissory Notes (first on the Second Payment Promissory Note and then on the Purchase Money Promissory Note (the "CodePromissory Note Payment Order") (whether or not to and including the Code applies date of such application, third to the affected Collateral)payment or prepayment of principal of the Promissory Notes in accordance with the Promissory Note Payment Order, and may alsofourth, without notice except as specified belowto the payment of all other amounts then owing to the Pledgees under the terms of the Promissory Notes in accordance with the Promissory Note Payment Order and then otherwise pursuant to this Pledge Agreement, and (b) sell the Pledged Collateral Collateral, or any part thereof in one or more parcels thereof, at any public or private sale, sale or at any exchange or broker's board or elsewherein any securities exchange, for cash, on upon credit or for future delivery, as the Pledgees shall deem appropriate. The Pledgees shall be authorized at any such sale (if they deem it advisable to do so) to restrict the prospective bidders or purchasers to persons who will represent and agree that they are purchasing the Pledged Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation of any such other terms sale the Pledgees shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Pledged Collateral so sold, free and clear from any claims or rights of Pledgor. Further, it shall be deemed commercially reasonable for the Pledgees to impose sufficient conditions on any such sale so as Aames may deem commercially reasonableto preclude the necessity of registration of the Pledged Collateral under the Securities Act of 1933, as amended. The Each such purchaser at any such sale shall hold the property sold absolutely, free from any claim or right on the part of the Pledgor, and the Pledgor agrees that, hereby waives (to the extent permitted by law) all rights of redemption, stay and/or appraisal which it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. The Pledgees shall give the Pledgor at least 30 days' written notice in the manner specified for notices under this Agreement of the Pledgees' intention to make any such public or private sale or sales at any broker's board or on any such securities exchange, and the Pledgor agrees that such notice of sale shall will be required by law, at least ten days' commercially reasonable notice to the Pledgor it. Such notice, in case of public sale, shall state the time and place fixed for such sale, and, in the case of any public sale at a broker's board or the time after exchange at which any private such sale is to be made made, the day on which the Pledged Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall constitute reasonable notificationbe held at such time or times within ordinary business hours and at such place or places, as the Pledgees may fix in the notice of such sale. Aames At any such sale, the Pledged Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Pledgees may (in its sole and absolute discretion) determine and the Pledgees or other holder of the Secured Obligations may bid (which bid may be in whole or in part, in the form of cancellation of indebtedness) for and purchase for the account of the Pledgees or other holder of the any Secured Obligation the whole or any part of the Pledged Collateral. If the proceeds of the Pledged Collateral are insufficient to satisfy Pledgor's obligations under the Promissory Notes and this Agreement, Pledgor shall remain liable for any deficiency. The Pledgees shall not be obligated to make any sale of Pledged Collateral if it shall determine not to do so, regardless of the fact that notice of sale having of Pledged Collateral may have been given. Aames may The Pledgees may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement announ- cement at the time and place fixed thereforfor sale, and such sale may, without further notice, be made at the time and place to which it the same was so adjourned. (b) Any cash held by Aames as Pledged Collateral and all cash proceeds received by Aames in respect . In case sale of any sale of, collection from or other realization upon all or any part of the Pledged Collateral mayis made on credit or for future delivery, the Pledged Collateral so sold may be retained by the Pledgees until the sale price is paid by the purchaser or purchasers thereof, but neither the Pledgees nor any other holder of the Secured Obligations or the assignee of any of the Pledgees' rights, shall incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Pledged Collateral so sold and, in the discretion case of Aamessuch failure, such Pledged Collateral may be held sold again upon like notice. As an alternative to exercising the power of sale herein conferred upon it, the Pledgees may proceed by Aames as collateral fora suit or suits at law or in equity to foreclose this Pledge Agreement and to sell the Pledged Collateral, and/or then or at any time thereafter be applied (after payment of any amounts payable to Aames portion thereof, pursuant to Section 12a judgment or decree of a court or courts of competent jurisdiction; and (c) in whole or in part by Aames against, all purchase the Pledged Collateral or any part of the Obligations in such order as Aames shall elect. Any surplus of such cash thereof at any public or cash proceeds held by Aames and remaining after payment in full of all the Obligations shall be paid over to the Pledgor or to whomsoever may be lawfully entitled to receive such surplusprivate sale.

Remedies Upon Default. If In the event of any Event default by Lessee, Lessor may, at its option, do one or more of Default shall have occurred and be continuing: the following: (a) Aames may exercise in respect terminate this Lease and Lessee's rights hereunder; (b) proceed by appropriate court action to enforce performance of the Pledged Collateralterms of this Lease and/or recover damages for the breach hereof; (c) directly or by its agent, in addition to other rights and remedies provided for herein without notice or otherwise available to itliability or legal process, all enter upon any promises where any Equipment may be located, take possession of such Equipment, and either store it on said premises without charge or remove the rights same (any damages occasioned by such taking of possession, storage or removal being waived by Lessee); and/or (d) declare as immediately due and remedies of payable and forthwith recover from Lessee, as liquidated damages and not as a secured party on default under the Uniform Commercial Code in effect in the State of Delaware at that time (the "Code") (whether or not the Code applies penalty, an amount equal to the affected Collateralthen aggregate Stipulated Loss Value of the Equipment. In the event of any repossession of any Equipment by Lessor, Lessor may (but need not), and may also, without notice except as specified belowto Lessee, (A) hold or use all or part of such Equipment for any purpose whatsoever, (B) sell the Pledged Collateral all or any part thereof in one or more parcels of such Equipment at public or private salesale for cash or on credit and/or (C) relet all or part of such Equipment upon such terms as Lessor may solely determine; in each case without any duty to account to Lessee except as herein expressly provided. After any repossession of Equipment by Lessor there shall be applied on account of the obligations of Lessee hereunder one of the following chosen at the option of Lessor: (x) the net proceeds actually received by Lessor from a sale of such Equipment, after deduction of all expenses of sale and other expenses recoverable by Lessor hereunder, or (y) the then "net fair market value" of such Equipment, as determined by an appraisal made by an independent appraiser selected by Lessor at any exchange or brokerLessee's board or elsewhereexpense, taking into account a reasonable estimate of all expenses necessary to effect a sale and the other expenses recoverable by Lessor hereunder; and Lessee shall remain liable, subject to all provisions of this Lease, for cashthe balance of the Stipulated Loss Value. No termination, repossession or other act by Lessor after default shall relieve Lessee from any of its obligations hereunder. In addition to all other charges hereunder, Lessee shall pay to Lessor on credit or for future deliverydemand all fees, costs and upon expenses incurred by Lessor as a result of such other terms as Aames may deem commercially reasonable. The Pledgor agrees thatdefault, including without limitation, reasonable attorneys', appraisers' and brokers' fees and expenses and costs of removal, storage, transportation, insurance and disposition of the Equipment (except to the extent notice deducted from "net fair market value" or net proceeds of sale shall be required by lawsale, at least ten days' notice to as aforesaid). In the Pledgor event that any court of the time and place competent jurisdiction determines that any provision of any public sale this Paragraph 23 is invalid or the time after which any private sale is to be made shall constitute reasonable notification. Aames shall not be obligated to make any sale of Pledged Collateral regardless of notice of sale having been given. Aames may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. (b) Any cash held by Aames as Pledged Collateral and all cash proceeds received by Aames in respect of any sale of, collection from or other realization upon all or any part of the Pledged Collateral may, in the discretion of Aames, be held by Aames as collateral for, and/or then or at any time thereafter be applied (after payment of any amounts payable to Aames pursuant to Section 12) unenforceable in whole or in part by Aames againstpart, all such determination shall not prohibit Lessor from establishing its damages sustained as a result of any breach of this Lease in any action or any part proceeding in which Lessor seeks to recover such damages. The remedies provided herein in favor of the Obligations in such order as Aames Lessor shall elect. Any surplus of such cash or cash proceeds held by Aames and remaining after payment in full of all the Obligations not be exclusive, but shall be paid over cumulative and in addition to the Pledgor all other remedies existing at law or to whomsoever in equity, any one or more of which may be lawfully entitled to receive such surplusexercised simultaneously or successively.

Remedies Upon Default. If any Upon the occurrence of an Event of Default Default, the Mortgagee shall have occurred and be continuingentitled to the following remedies: (a) Aames may exercise in respect At the option of the Pledged CollateralMortgagee, in addition declare the entire unmatured portion of all indebtedness secured hereby, together with all interest accrued on the entire secured debt, to other rights be immediately due and remedies provided for herein or otherwise available to itpayable, all the rights and remedies (which acceleration of a secured party on default under the Uniform Commercial Code in effect in the State of Delaware at that time (the "Code") (whether or not the Code applies to the affected Collateral), and maturity may also, be accomplished without notice except as specified below, sell the Pledged Collateral or any part thereof in one or more parcels at public or private sale, at any exchange or broker's board or elsewhere, for cash, on credit or for future delivery, and upon such other terms as Aames may deem commercially reasonable. The Pledgor agrees that, to the extent notice of sale shall be required by law, at least ten days' notice to the Pledgor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. Aames shall not be obligated to make any sale of Pledged Collateral regardless of notice of sale having been given. Aames may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjournedanyone). (b) Any cash held Foreclosure this Mortgage by Aames appropriate proceeding in any court of competent jurisdiction, appoint a receiver, or specifically enforce any of the covenants hereof. (c) Make any expenditures for the protection of the Property or of the lien of this Mortgage (the Mortgagee shall have the uncontrolled discretion as Pledged Collateral to the necessity of making any such expenditure), the repayment of such sum on demand with interest at the rate recited in the Note shall be the personal obligation of the Mortgagor and all cash proceeds received by Aames in respect of any sale of, collection from or other realization upon all or any such obligation to repay will constitute a part of the Pledged Collateral may, in indebtedness secured hereby. (d) In the discretion of Aames, be held by Aames as collateral for, and/or then or event the Mortgagee at any time thereafter be applied (holds additional security for any of its obligations secured hereby, it may enforce the sale thereof or otherwise realize upon the same, at its option, either before or concurrently herewith or after payment of any amounts payable to Aames a sale is made hereunder pursuant to Section 12a foreclosure proceeding. (e) The Mortgagee may enforce the lien of this Mortgage in whole respect to all real and personal property encumbered hereby by proceedings that are prosecuted simultaneously or in part by Aames against, all or any part of the Obligations are prosecuted separately in such order as Aames the Mortgagee may select. (f) In the event the Mortgagee takes possession of the Property, it shall elect. Any surplus have no obligation to continue to operate any business conducted on the Property. (g) Mortgagee may exercise any right or remedy available either under this Mortgage, or the laws of Arkansas, either concurrently or independently, and in such cash or cash proceeds held by Aames and remaining after payment in full of all the Obligations shall be paid over to the Pledgor or to whomsoever other as it may be lawfully entitled to receive such surplusdetermine.

Remedies Upon Default. If any Event of Default shall have occurred and be continuing: (a) Aames The Agent may exercise in respect of the Pledged Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, all of the rights and remedies of a secured party on default under the Uniform Commercial Code then in effect in the State of Delaware at that time (the "Code") New York (whether or not the Code applies to the affected Pledged Collateral); and without limiting the generality of the foregoing, and also may also, without notice except as specified below, sell the Pledged Collateral or any part thereof in one or more parcels at public or private sale, at any exchange or broker's board or elsewhere, for cash, at such price or prices and on credit or for future delivery, and upon such other terms as Aames the Agent may deem commercially reasonable. The Pledgor agrees that, to the extent notice of sale shall be required by law, at least ten 10 days' notice to the Pledgor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. Aames The Agent shall not be obligated to make any sale of Pledged Collateral regardless of notice of sale having been given. Aames The Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. The Pledgor agrees to complete and execute one or more Forms 144, and to cooperate in the completion and execution of one or more Forms 144 if completed and executed by the Agent, to the extent necessary or desirable to permit a sale of the Pledged Collateral in compliance with Rule 144. (b) The Pledgor agrees that in any sale of any Pledged Collateral hereunder the Agent is hereby authorized to comply with any limitation or restriction in connection with such sale as it may be advised by counsel is necessary in order to avoid any violation of applicable law, rule or regulation (including, without limitation, compliance with such procedures as may restrict the number of prospective bidders and purchasers, require that such prospective bidders and purchasers have certain qualifications, and restrict such prospective bidders and purchasers to persons who will represent and agree that they are purchasing for their own account for investment and not with a view to the distribution or resale of such Pledged Collateral), or in order to obtain any required approval of the sale or of the purchasers by any Governmental Authority, regulatory body or official, and the Pledgor further agrees that such compliance shall not result in such sale being considered or deemed not to have been made in a commercially reasonable manner, nor shall the Agent be liable or accountable to the Pledgor for any discount allowed by reason of the fact that such Pledged Collateral is sold in compliance with any such limitation or restriction. (c) Notwithstanding the provisions of subsection (b) of this Section 9, the Pledgor recognizes that the Agent may deem it impracticable to effect a public sale of all or any part of the Pledged Collateral and that the Agent may, therefore, determine to make one or more private sales of any such Pledged Collateral to a restricted group of purchasers who will be obligated to agree, among other things, to acquire such Pledged Collateral for their own account, for investment and not with a view to the distribution or resale thereof. The Pledgor acknowledges that any such private sale may be at prices and on terms less favorable to the seller than the prices and other terms that might have been obtained at a public sale and, notwithstanding the foregoing, agrees that such private sales shall be deemed to have been made in a commercially reasonable manner and that the Agent shall have no obligation to delay sale of any such securities for the period of time necessary to permit the issuer of any securities constituting Pledged Collateral (the "Securities") to register such securities for public sale under the Securities Act of 1933, as amended (the "Securities Act"). The Pledgor further acknowledges and agrees that any offer to sell such Securities that has been (i) publicly advertised on a bona fide basis in a newspaper or other publication of general circulation in the financial community of New York, New York (to the extent that such an offer may be so advertised without prior registration under the Securities Act) or (ii) made privately in the manner described above to not less than fifteen bona fide offerees shall be deemed to involve a "public disposition" for the purposes of Section 9-610 of the Code (or any successor or similar, applicable statutory provision) as then in effect in the State of New York, notwithstanding that such sale may not constitute a "public offering" under the Securities Act, and that the Agent may, in such event, bid for and purchase such Securities. (d) Any cash held by Aames the Agent as Pledged Collateral and all cash proceeds received by Aames the Agent in respect of any sale of, collection from from, or other realization upon upon, all or any part of the Pledged Collateral may, in the discretion of Aamesthe Agent, be held by Aames the Agent as collateral for, and/or then or at any time thereafter be applied (after payment of any amounts payable to Aames the Agent pursuant to Section 1210 hereof) in whole or in part by Aames the Agent against, all or any part of the Obligations in such order as Aames the Agent shall elect. Any surplus of such cash or cash proceeds held by Aames the Agent and remaining after payment in full of all of the Obligations Obligations, the termination of all of the Letters of Credit and the termination of each Commitment shall be paid over to the Pledgor or to whomsoever such Person as may be lawfully entitled to receive such surplus. (e) In the event that the proceeds of any such sale, collection or realization are insufficient to pay all amounts to which the Agent or any Lender is legally entitled, the Pledgor shall be liable for the deficiency, together with interest thereon at the highest rate specified in the Credit Agreement for interest on overdue principal thereof or such other rate as shall be fixed by applicable law, together with the costs of collection and the reasonable fees, costs and expenses of any attorneys employed by the Agent or any of the Lenders to collect such deficiency.

Remedies Upon Default. If any Upon the occurrence and during the continuance of an Event of Default shall have occurred and be continuing:under the Note and/or the Guaranty “Event of Default”): (a) Aames Secured Party may exercise in respect of the Pledged Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party on default under the Uniform Commercial Code in effect in the State (irrespective of Delaware at that time (the "Code") (whether or not the Code applies to the affected items of Collateral), and Secured Party may also, also without notice (except as specified below, ) sell the Pledged Collateral or any part thereof in one or more parcels at public or private sale, at any exchange or exchange, broker's board or at any of Secured Party's offices or elsewhere, for cash, on credit or for future delivery, at such time or times and at such price or prices and upon such other terms as Aames Secured Party may deem commercially reasonable, irrespective of the impact of any such sales on the market price of the Collateral. The To the maximum extent permitted by applicable law, Secured Party may be the purchaser of any or all of the Collateral at any such sale and shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply all or any part of the Secured Obligations as a credit on account of the purchase price of any Collateral payable at such sale. Each purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of Pledgor, and Pledgor hereby waives (to the extent permitted by law) all rights of redemption, stay, or appraisal that it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. Pledgor agrees that, to the extent notice of sale shall be required by law, at least ten days' (10) calendar days notice to the Pledgor of the time and place of any public sale or the time after which any a private sale is to be made shall constitute reasonable notification. Aames Secured Party shall not be obligated to make any sale of Pledged Collateral regardless of notice of sale having been given. Aames Secured Party may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. To the maximum extent permitted by law, Pledgor hereby waives any claims against Secured Party arising because the price at which any Collateral may have been sold at such a private sale was less than the price that might have been obtained at a public sale, even if Secured Party accepts the first offer received and does not offer such Collateral to more than one offeree. (b) Any cash held Pledgor hereby agrees that any sale or other disposition of the Collateral conducted in conformity with reasonable commercial practices of banks, insurance companies, or other financial institutions in the city and state where Secured Party is located in disposing of property similar to the Collateral shall be deemed to be commercially reasonable. (c) Pledgor hereby acknowledges that the sale by Aames as Pledged Collateral and all cash proceeds received by Aames in respect Secured Party of any sale ofCollateral pursuant to the terms hereof in compliance with the Securities Act of 1933 as now in effect or as hereafter amended, collection from or any similar statute hereafter adopted with similar purpose or effect (the "Securities Act"), as well as applicable "Blue Sky" or other realization state securities laws, may require strict limitations as to the manner in which Secured Party or any subsequent transferee of the Collateral may dispose thereof. Pledgor acknowledges and agrees that in order to protect Secured Party's interest it may be necessary to sell the Collateral at a price less than the maximum price attainable if a sale were delayed or were made in another manner, such as a public offering under the Securities Act. Pledgor has no objection to sale in such a manner and agrees that Secured Party shall have no obligation to obtain the maximum possible price for the Collateral. Without limiting the generality of the foregoing, Pledgor agrees that, upon the occurrence and during the continuation of an Event of Default, Secured Party may, subject to applicable law, from time to time attempt to sell all or any part of the Pledged Collateral mayby a private placement, restricting the bidders and prospective purchasers to those who will represent and agree that they are purchasing for investment only and not for distribution. In so doing, Secured Party may solicit offers to buy the Collateral or any part thereof for cash, from a limited number of investors reasonably believed by Secured Party to be institutional investors or other accredited investors who might be interested in purchasing the discretion Collateral. If Secured Party shall solicit such offers, then the acceptance by Secured Party of Aames, one of the offers shall be held by Aames as collateral for, and/or then or at any time thereafter deemed to be applied a commercially reasonable method of disposition of the Collateral. (after payment of any amounts payable d) If Secured Party shall determine to Aames pursuant exercise its right to Section 12) in whole or in part by Aames against, sell all or any part portion of the Obligations Collateral pursuant to this Section, Pledgor agrees that, upon request of Secured Party, Pledgor will, at its own expense: (i) execute and deliver, or cause the officers and directors of the Company to execute and deliver, to any person, entity or governmental authority as Secured Party may choose, any and all documents and writings which, in such order as Aames shall elect. Any surplus of such cash Secured Party's reasonable judgment, may be necessary or cash proceeds held by Aames and remaining after payment appropriate for approval, or be required by, any regulatory authority located in full of all the Obligations shall be paid over to the any city, county, state or country where Pledgor or the Company engage in business, in order to whomsoever transfer or to more effectively transfer the Pledged Interests or otherwise enforce Secured Party's rights hereunder; and (ii) do or cause to be done all such other acts and things as may be lawfully entitled necessary to receive make such surplussale of the Collateral or any part thereof valid and binding and in compliance with applicable law; and (iii) cause the Company to timely file all periodic reports required to be filed by the Company under the Securities Exchange Act of 1934. Pledgor acknowledges that there is no adequate remedy at law for failure by it to comply with the provisions of this Section and that such failure would not be adequately compensable in damages, and therefore agrees that its agreements contained in this Section may be specifically enforced. (e) PLEDGOR EXPRESSLY WAIVES TO THE MAXIMUM EXTENT PERMITTED BY LAW: (i) ANY CONSTITUTIONAL OR OTHER RIGHT TO A JUDICIAL HEARING PRIOR TO THE TIME SECURED PARTY DISPOSES OF ALL OR ANY PART OF THE COLLATERAL AS PROVIDED IN THIS SECTION; (ii) ALL RIGHTS OF REDEMPTION, STAY, OR APPRAISAL THAT IT NOW HAS OR MAY AT ANY TIME IN THE FUTURE HAVE UNDER ANY RULE OF LAW OR STATUTE NOW EXISTING OR HEREAFTER ENACTED; AND (iii) EXCEPT AS SET FORTH IN SUBSECTION (a) OF THIS SECTION 11, ANY REQUIREMENT OF NOTICE, DEMAND, OR ADVERTISEMENT FOR SALE.

Remedies Upon Default. If any Upon the occurrence and during the continuance of an Event of Default shall have occurred and be continuing:under the Note (each, an “Event of Default”): (a) Aames The Secured Party may exercise in respect of the Pledged Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party on default under the Uniform Commercial Code in effect in the State of Delaware at that time (the "“Code"”) (irrespective of whether or not the Code applies to the affected items of Collateral), and the Secured Party may also, also without notice (except as specified below, ) sell the Pledged Collateral or any part thereof in one or more parcels at public or private sale, at any exchange exchange, broker’s board or broker's board at any of the Secured Party’s offices or elsewhere, for cash, on credit or for future delivery, at such time or times and at such price or prices and upon such other terms as Aames the Secured Party may deem commercially reasonable, irrespective of the impact of any such sales on the market price of the Collateral. To the maximum extent permitted by applicable law, the Secured Party may be the purchaser of any or all of the Collateral at any such sale and shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply all or any part of the Secured Obligations as a credit on account of the purchase price of any Collateral payable at such sale. Each purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of the Pledgor, and the Pledgor hereby waives (to the extent permitted by law) all rights of redemption, stay, or appraisal that it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. The Pledgor agrees that, to the extent notice of sale shall be required by law, at least ten days' (10) calendar days notice to the Pledgor of the time and place of any public sale or the time after which any a private sale is to be made shall constitute reasonable notification. Aames The Secured Party shall not be obligated to make any sale of Pledged Collateral regardless of notice of sale having been given. Aames The Secured Party may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. To the maximum extent permitted by law, the Pledgor hereby waives any claims against the Secured Party arising because the price at which any Collateral may have been sold at such a private sale was less than the price that might have been obtained at a public sale, even if the Secured Party accepts the first offer received and does not offer such Collateral to more than one offeree. (b) Any cash held Notwithstanding the foregoing, the Secured Party hereby acknowledges that the total number of shares of stock that may be sold pursuant to Section 11(a) shall not exceed, on any given trading day, the greater of: (i) 3% of the aggregate trading volume during the previous five (5) trading days, including that day; (ii) 15% of the trading volume on that day; or (iii) such number of shares as yield proceeds (net of commissions) of $50,000. (c) The Secured Party hereby agrees that, upon delivery of an opinion of counsel stating that the rights of the Secured Party will not be affected thereby, other shares of the Common Stock may at any time be substituted for all or a portion of the Pledged Shares; (d) The Pledgor hereby agrees that any sale or other disposition of the Collateral conducted in conformity with reasonable commercial practices of banks, insurance companies, or other financial institutions in the city and state where the Secured Party or the Pledgor is located in disposing of property similar to the Collateral shall be deemed to be commercially reasonable. (e) The Pledgor hereby acknowledges that the sale by Aames as Pledged Collateral and all cash proceeds received by Aames in respect the Secured Party of any sale ofCollateral pursuant to the terms hereof in compliance with the Securities Act of 1933 as now in effect or as hereafter amended, collection from or any similar statute hereafter adopted with similar purpose or effect (the “Securities Act”), as well as applicable “Blue Sky” or other realization state securities laws, may require strict limitations as to the manner in which the Secured Party or any subsequent transferee of the Collateral may dispose thereof. The Pledgor acknowledges and agrees that in order to protect the Secured Party’s interest it may be necessary to sell the Collateral at a price less than the maximum price attainable if a sale were delayed or were made in another manner, such as a public offering under the Securities Act. The Pledgor has no objection to sale in such a manner and agrees that the Secured Party shall have no obligation to obtain the maximum possible price for the Collateral. Without limiting the generality of the foregoing, the Pledgor agrees that, upon the occurrence and during the continuation of an Event of Default, the Secured Party, subject to applicable law, from time to time may attempt to sell all or any part of the Pledged Collateral mayby a private placement, restricting the bidders and prospective purchasers to those who will represent and agree that they are purchasing for investment only and not for distribution. In so doing, the Secured Party may solicit offers to buy the Collateral or any part thereof for cash, from a limited number of investors reasonably believed by the Secured Party to be institutional investors or other accredited investors who might be interested in purchasing the Collateral. If the Secured Party shall solicit such offers, then the acceptance by the Secured Party of one of the offers shall be deemed to be a commercially reasonable method of disposition of the Collateral. (f) If the Secured Party shall determine to exercise its right to sell all or any portion of the Collateral pursuant to this Section 11, the Pledgor agrees that, upon request of the Secured Party, the Pledgor will, at its own expense: (i) Execute and deliver, or cause the officers and directors of the Pledgor to execute and deliver, to any person, entity or governmental authority as the Secured Party may choose, any and all documents and writings which, in the discretion Secured Party’s reasonable judgment, may be necessary or appropriate for approval, or be required by, any regulatory authority located in any city, county, state or country where the Pledgor engages in business, in order to transfer or to more effectively transfer the Pledged Shares or otherwise enforce the Secured Party’s rights hereunder; and (ii) Do or cause to be done all such other acts and things as may be necessary to make such sale of Aames, be held by Aames as collateral for, and/or then or at any time thereafter be applied (after payment of any amounts payable to Aames pursuant to Section 12) in whole or in part by Aames against, all the Collateral or any part thereof valid and binding and in compliance with applicable law; and (iii) Cause the Pledgor to timely file all periodic reports required to be filed by the Pledgor under the Securities Exchange Act of 1934. (g) THE PLEDGOR EXPRESSLY WAIVES, TO THE MAXIMUM EXTENT PERMITTED BY LAW: (i) ANY CONSTITUTIONAL OR OTHER RIGHT TO A JUDICIAL HEARING PRIOR TO THE TIME THE SECURED PARTY DISPOSES OF ALL OR ANY PART OF THE COLLATERAL AS PROVIDED IN THIS SECTION 11; (ii) ALL RIGHTS OF REDEMPTION, STAY OR APPRAISAL THAT IT NOW HAS OR MAY AT ANY TIME IN THE FUTURE HAVE UNDER ANY RULE OF LAW OR STATUTE NOW EXISTING OR HEREAFTER ENACTED; AND (iii) EXCEPT AS SET FORTH IN SUBSECTION (a) OF THIS SECTION 11, ANY REQUIREMENT OF NOTICE, DEMAND, OR ADVERTISEMENT FOR SALE. (h) Anything to the contrary contained in this Agreement or otherwise notwithstanding, if and to the extent that, on any date, the foreclosure by a Holder on any of the Obligations Pledged Shares would result in the Secured Party or such designee being deemed the beneficial owner of more than 9.99% of the then-outstanding shares of Common Stock or any other class of Capital Shares (as defined below), then the Secured Party shall not have the right, and the Pledgor shall not have the obligation, to permit the re-issuance of any Pledged Shares in the name or at the direction of such Holder as shall cause such Holder to be deemed the beneficial owner of more than 9.99% of the then Outstanding (as defined below) Common Stock or any other class of Capital Shares (as defined below). “Outstanding”, when used with reference to the Capital Shares, means, on any date of determination, all issued and outstanding Capital Shares, and includes all such shares issuable in respect of outstanding scrip or any certificates representing fractional interests in such order as Aames shall elect. Any surplus of such cash shares; provided, however, that any Capital Shares directly or cash proceeds indirectly owned or held by Aames and remaining after payment in full or for the account of all the Obligations shall be paid over to the Pledgor or any Subsidiary (as defined below) of the Pledgor shall not be deemed “Outstanding” for purposes hereof. “Capital Shares” means the Common Stock and any other shares of any other class or series of capital stock, whether now or hereafter authorized and however designated, which have the right to whomsoever may be lawfully entitled participate in the distribution of earnings and assets (upon dissolution, liquidation or winding-up) of the Pledgor. “Subsidiary” means any entity of which securities or other ownership interests having ordinary voting power to receive such surpluselect a majority of the board of directors or other persons performing similar functions are owned directly or indirectly by the Pledgor.

Remedies Upon Default. If any Event of Default shall have occurred and be continuing: (a) Aames The Collateral Agent may exercise in respect of the Pledged Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, all of the rights and remedies of a secured party on default under the Uniform Commercial Code then in effect in the State of Delaware at that time (New York; and without limiting the "Code") (whether or not generality of the Code applies to the affected Collateral), foregoing and may also, without notice except as specified below, sell the Pledged Collateral or any part thereof in one or more parcels at public or private sale, at any exchange or broker's ’s board or elsewhere, for cash, at such price or prices and on credit or for future delivery, and upon such other terms as Aames the Collateral Agent may deem commercially reasonable. The Pledgor agrees that, to the extent notice of sale shall be required by law, at least ten (10) days' ’ notice to any of the Pledgor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. Aames The Collateral Agent shall not be obligated to make any sale of Pledged Collateral regardless of notice of sale having been given. Aames The Collateral Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. (b) The Pledgor recognizes that it may be impracticable to effect a public sale of all or any part of the Pledged Shares or any other securities constituting Pledged Collateral and that the Collateral Agent may, therefore, determine to make one or more private sales of any such securities to a restricted group of purchasers who will be obligated to agree, among other things, to acquire such securities for its own account, for investment and not with a view to the distribution or resale thereof. The Pledgor acknowledges that any such private sale may be at prices and on terms less favorable to the seller than the prices and other terms which might have been obtained at a public sale and, notwithstanding the foregoing, agrees that such private sales shall be deemed to have been made in a commercially reasonable manner and that the Collateral Agent shall have no obligation to delay sale of any such securities for the period of time necessary to permit the issuer of such securities to register such securities for public sale under the Securities Act of 1933, as amended (the "Securities Act"). The Pledgor further acknowledges and agrees that any offer to sell such securities which has been (i) publicly advertised on a bona fide basis in a newspaper or other publication of general circulation in the financial community of New York, New York (to the extent that such an offer may be so advertised without prior registration under the Securities Act) or (ii) made privately in the manner described above to not less than fifteen (15) bona fide offerees shall be deemed to involve a “public disposition” for the purposes of Section 9-610 of the Code (or any successor or similar, applicable statutory provision) as then in effect in the State of New York, notwithstanding that such sale may not constitute a “public offering” under the Securities Act, and that the Collateral Agent may, in such event, bid for the purchase of such securities. (c) Any cash held by Aames the Collateral Agent as Pledged Collateral and all cash proceeds received by Aames the Collateral Agent in respect of any sale of, collection from from, or other realization upon upon, all or any part of the Pledged Collateral may, in the discretion of Aamesthe Collateral Agent, be held by Aames the Collateral Agent as collateral for, and/or then or at any time thereafter be applied (after payment of any amounts payable to Aames the Collateral Agent pursuant to Section 1210 hereof) in whole or in part by Aames the Collateral Agent against, all or any part of the Obligations in such order as Aames the Collateral Agent shall elect. Any surplus elect consistent with the provisions of the Subscription Agreement. (d) In the event that the proceeds of any such cash sale, collection or cash proceeds held by Aames and remaining after payment in full of realization are insufficient to pay all amounts to which the Obligations Collateral Agent is legally entitled, the Pledgor shall be paid over jointly and severally liable for the deficiency, together with interest thereon at the highest rate specified in the Subscription Agreement for interest on overdue principal thereof or such other rate as shall be fixed by applicable law, together with the costs of collection and the reasonable fees, costs and expenses of any attorneys employed by the Collateral Agent to the Pledgor or to whomsoever may be lawfully entitled to receive collect such surplusdeficiency.

Remedies Upon Default. If (a) Upon the occurrence, and during the continuance of, any Event of Default Default, the Noteholder of any Notes issued hereunder may declare the Termination Amount of any or all of the Components comprising any or all of such Notes to be immediately due and payable and exercise any and all remedies available to it under this Agreement and the Notes; provided that in the case of any of the events specified in Section 11(f), without any notice, the Termination Amount of all Components comprising all Notes issued hereunder shall have occurred become immediately due and be continuing:payable without presentment, demand for payment, protest, notice of nonpayment or other notice of any kind, all of which are hereby waived by Issuer. (ab) Aames may exercise Except as expressly set forth herein, upon payment and delivery of the Termination Amount for any Component so declared due and payable, all of Issuer’s obligations in respect of the Pledged Collateralpayment and/or delivery pursuant to Section 4 shall be deemed satisfied with respect to such Component. (c) Upon the occurrence, and during the continuance of, any Event of Default, any Noteholder is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to, and Issuer agrees that any Noteholder shall have the right to, (i) set-off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Noteholder to or for the credit or the account of Issuer (including without limitation pursuant to any Transaction Document) against any and all of the obligations of Issuer now or hereafter existing under this Agreement and the Notes held by such Noteholder, and (ii) set-off any obligation that such Noteholder or any Affiliate of such Noteholder may have to Issuer against any right such Noteholder or any of its Affiliates may have against Issuer (including without limitation any right to receive a payment or delivery pursuant to any provision of this Agreement and the Notes), in each case irrespective of whether or not such Noteholder shall have made any demand under this Agreement or the Notes or any such agreement and although such obligations may be unmatured. In the case of a set-off of any obligation to release, deliver or pay assets against any right to receive assets of the same type, such obligation and right shall be set-off in kind. In the case of a set-off of any obligation to release, deliver or pay assets against any right to receive assets of any other type, the value of each of such obligation and such right shall be reasonably determined by the Calculation Agent and the result of such set-off shall be that the net obligor shall pay or deliver to the other party an amount of cash or assets, at the net obligor’s option, with a value (determined, in the case of a delivery of assets, by the Calculation Agent) equal to that of the net obligation. In determining the value of any obligation to release or deliver any securities or right to receive any securities, the value at any time of such obligation or right shall be determined by reference to the market value of such securities at such time. If an obligation or right is unascertained at the time of any such set-off, the Calculation Agent may in good faith estimate the amount or value of such obligation or right, in which case set-off will be effected in respect of that estimate, and the relevant party shall account to the other party at the time such obligation or right is ascertained. The rights of any Noteholder under this Section 12(c) are in addition to other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party on default under the Uniform Commercial Code in effect in the State of Delaware at that time (the "Code") (whether or not the Code applies to the affected Collateral), and may alsoincluding, without notice except limitation, other rights of set-off) that any Noteholder may have as specified below, sell the Pledged Collateral or any part thereof in one or more parcels at public or private sale, at any exchange or broker's board or elsewhere, for cash, on credit or for future delivery, and upon such other terms as Aames may deem commercially reasonable. The Pledgor agrees that, to the extent notice a matter of sale shall be required by law, at least ten days' notice to the Pledgor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. Aames shall not be obligated to make any sale of Pledged Collateral regardless of notice of sale having been given. Aames may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. (b) Any cash held by Aames as Pledged Collateral and all cash proceeds received by Aames in respect of any sale of, collection from or other realization upon all or any part of the Pledged Collateral may, in the discretion of Aames, be held by Aames as collateral for, and/or then or at any time thereafter be applied (after payment of any amounts payable to Aames pursuant to Section 12) in whole contract or in part by Aames against, all or any part of the Obligations in such order as Aames shall elect. Any surplus of such cash or cash proceeds held by Aames and remaining after payment in full of all the Obligations shall be paid over to the Pledgor or to whomsoever may be lawfully entitled to receive such surplusotherwise.

Remedies Upon Default. If any Event of Default shall have occurred and be continuing: (a) Aames Collateral Agent may exercise in respect of the Pledged Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party on default under the Uniform Commercial Code (the "Code") in effect in the State of Delaware New York at that time (the "Code") (whether or not the Code applies to the affected Collateral)time, and Collateral Agent may also, without notice except as specified below, sell the Pledged Collateral or any part thereof in one or more parcels at public or private sale, at any exchange or exchange, broker's board or at any of Collateral Agent's offices or elsewhere, for cash, on credit or for future delivery, and at such prices or prices and upon such other terms as Aames Collateral Agent may deem commercially reasonable. The Pledgor agrees that, to the extent notice of sale shall be required by law, at least ten days' notice to the Pledgor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. Aames Collateral Agent shall not be obligated to make any sale of Pledged Collateral regardless of notice of sale having been given. Aames Collateral Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. (b) Any cash held by Aames Collateral Agent as Pledged Collateral and all cash proceeds received by Aames Collateral Agent in respect of any sale of, collection from from, or other realization upon all or any part of the Pledged Collateral mayshall, in the discretion of Aamesas soon as reasonably practicable, be held by Aames as collateral for, and/or then or at any time thereafter be applied (after payment of any amounts payable to Aames Collateral Agent pursuant to Section 1211) in whole or in part by Aames against, Collateral Agent against all or any part of the Secured Obligations in such order as Aames shall electaccordance with the Intercreditor Agreement. Any surplus of such cash or cash proceeds held by Aames Collateral Agent and remaining after payment in full of all the Secured Obligations shall be paid over to the Pledgor or to whomsoever may be lawfully entitled to receive such surplus.

Remedies Upon Default. (i) If any Sublessor elects pursuant to Section 15.1 to declare an Event of Default Default, then Sublessor shall, during the continuation of said Event of Default, have the right to declare a forfeiture of this Sublease as provided in Section 1161 of the California Code of Civil Procedure, by giving Sublessee an additional notice three (3) days prior to the effectiveness of said forfeiture, and provided that such Sublessor's notice states such an election, Sublessee's right to possession shall terminate and this Sublease shall terminate, unless on or before the date specified in such notice, all arrears of rent and all other sums specified in the initial notice of default and payable by Sublessee under this Sublease shall have occurred been paid by Sublessee and be continuingall uncured breaches of this Sublease by Sublessee which were specified in the initial notice of default shall have been fully remedied. Upon such termination, Sublessor may, at its option and without any further notice or demand, in addition to any other rights and remedies given hereunder or by law, exercise its remedies relating hereto in accordance with the following provisions: (a) Aames In the event of any such termination of this Sublease, Sublessor may exercise in respect then or at any time thereafter by judicial process, re-enter the Subleased Premises and remove therefrom all persons and property and again repossess and enjoy the Subleased Premises, without prejudice to any other remedies that Sublessor may have by reason of such Event of Default and termination. (b) In the Pledged Collateralevent of any such termination of this Sublease, and in addition to any other rights and remedies provided for herein or otherwise available to itSublessor may have, Sublessor shall have all of the rights and remedies of a secured party on default under landlord provided by Section 1951.2 of the Uniform Commercial Code in effect California Civil Code. The amount of damages which Sublessor may recover in the State event of Delaware such termination shall include, without limitation, (1) the worth at the time of award of the amount by which the unpaid rent for the balance of the term after the time of award exceeds the amount of rental loss that time Sublessee proves could be reasonably avoided for the same period, (2) all reasonable legal expenses and other reasonable related costs incurred by Sublessor as a consequence of Sublessee's default, (3) all reasonable costs incurred by Sublessor in restoring the "Code") (whether Subleased Premises to good order and condition, or not in remodeling, renovating or otherwise preparing the Code applies to the affected Collateral)Subleased Premises for reletting, and may also(4) all reasonable costs (including, without notice except as specified belowlimitation, sell any commercially reasonable brokerage commissions) incurred by Sublessor in reletting the Pledged Collateral or Subleased Premises. (c) After terminating this Sublease, Sublessor may remove any part thereof and all personal property located in one or more parcels at the Subleased Premises and place such property in a public or private sale, warehouse or elsewhere at any exchange or broker's board or elsewhere, for cash, on credit or for future delivery, the sole cost and upon such other terms as Aames may deem commercially reasonableexpense of Sublessee. The Pledgor agrees that, to In the extent notice of sale shall be required by law, at least ten days' notice to the Pledgor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. Aames event that Sublessee shall not be obligated to make immediately pay the cost of storage of such property after the same has been stored for a period of thirty (30) days or more, Sublessor may sell any sale of Pledged Collateral regardless of notice of sale having been given. Aames may adjourn any or all thereof at a public or private sale from time to time by announcement in such manner and at the time such times and place fixed therefor, and such sale mayplaces as Sublessor in its reasonable discretion may deem proper, without any further noticenotice to or demand upon Sublessee. Sublessee waives all claims for damages -J that may be caused by Sublessor's removing or storing or selling Sublessor's furniture, be made at fixtures, machinery and equipment as herein provided; or (ii) In the time and place to which it was so adjourned. event of the occurrence of any of the events specified in Section 15.1(vi)(a), (b) Any cash held or (c) of this Sublease, if Sublessor shall not choose to exercise, or by Aames law shall not be able to exercise, its rights hereunder to terminate this Sublease, then, neither Sublessee, as Pledged Collateral and all cash proceeds received by Aames in respect of debtor- in-possession, nor any sale of, collection from trustee or other realization upon all person (collectively, the "Assuming Sublessee") shall be entitled to assume this Sublease unless on or any part of before the Pledged Collateral may, in the discretion of Aames, be held by Aames as collateral for, and/or then or at any time thereafter be applied (after payment of any amounts payable to Aames pursuant to Section 12) in whole or in part by Aames against, all or any part of the Obligations in such order as Aames shall elect. Any surplus date of such cash assumption, the Assuming Sublessee (a) cures, or cash proceeds held by Aames provides adequate assurance that the Assuming Sublessee will promptly cure, any existing default under this Sublease, (b) compensates, or provides adequate assurance that the Assuming Sublessee will promptly compensate Sublessor for any pecuniary loss (including, Without limitation, attorneys fees and remaining after payment in full disbursements) resulting from such default, and (c) provides adequate assurance of all the Obligations future performance under this Sublease. For purposes of this Section 15.2(ii), "adequate assurance" of such cure, compensation or future performance shall be paid over to effected by the Pledgor establishment of an escrow fund for the amount at issue or to whomsoever may be lawfully entitled to receive such surplus.by bonding; or

Remedies Upon Default. If any Whenever there is Event of Default shall have occurred and be continuing: under this Note (a) Aames may exercise in respect the entire balance outstanding hereunder and all other obligations of any Obligor to Lender (however acquired or evidenced) shall, at the option of the Pledged CollateralLender immediately due and payable and any obligation of Lender to permit further borrowing under this Note shall immediately cease and terminate, and/or (b) to the extent permitted by law, the Interest Rate on the unpaid Principal shall be increased at Lender's discretion up to the Xxxxxxst Rate plus five (5%) percent per annum, or the maximum rate allowed by law, whichever is lower (the "Default Rate"). The provisions herein for a Default Rate shall not be deemed to extend the time of any payment hereunder or to constitute a "grace period" giving Obligors a right to cure any default. At Lender's option, any accrued and unpaid interest, fees or charges may, for purposes of computing and accruing interest on a daily basis after the due date of the Note or any installment thereof, be deemed to be a part of the Principal balance, and Interest shall accrue on a daily compounded basis after such date at the Default Rate provided in addition this Note until the entire outstanding balance of Principal and interest is paid in full, and all such interest thereon shall thereafter be due on demand. Upon an Event of Default under this Note, Lender is hereby authorized at any time, at its option and without notice of demand, to set off and charge against any deposit accounts of any Obligor (as well as any money, instruments, securities, documents, chattel paper, credits, claims, demands, income and any other property, rights and interests of any Obligor), which at any time shall come into the possession or custody or under the control of Lender or any of its agents, affiliates or correspondents, any and all obligations due hereunder. Additionally, Lender shall have all rights and remedies provided for herein or otherwise available to itunder each of the Loan Documents, as well as all the rights and remedies of a secured party available law or in equity. Any judgment rendered on default under the Uniform Commercial Code in effect in the State of Delaware at that time (the "Code") (whether or not the Code applies to the affected Collateral), and may also, without notice except as specified below, sell the Pledged Collateral or any part thereof in one or more parcels at public or private sale, at any exchange or broker's board or elsewhere, for cash, on credit or for future delivery, and upon such other terms as Aames may deem commercially reasonable. The Pledgor agrees that, to the extent notice of sale this Note shall be required by law, at least ten days' notice to the Pledgor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. Aames shall not be obligated to make any sale of Pledged Collateral regardless of notice of sale having been given. Aames may adjourn any public or private sale from time to time by announcement bear interest at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. (b) Any cash held by Aames as Pledged Collateral and all cash proceeds received by Aames in respect highest rate of any sale of, collection from or other realization upon all or any part of the Pledged Collateral may, in the discretion of Aames, be held by Aames as collateral for, and/or then or at any time thereafter be applied (after payment of any amounts payable to Aames interest permitted pursuant to Section 12) in whole or in part by Aames against, all or any part of the Obligations in such order as Aames shall elect. Any surplus of such cash or cash proceeds held by Aames and remaining after payment in full of all the Obligations shall be paid over to the Pledgor or to whomsoever may be lawfully entitled to receive such surplusChapter 687 Florida Statutes.

Remedies Upon Default. If any In the event that an Event of Default under the Note shall have occurred and be continuing: (a) Aames Lender may (but shall not be obligated to) exercise in respect of the Pledged Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, all of the rights and remedies of a secured party on in default under the Uniform Commercial Code in effect in the State of Delaware New York (or such other applicable jurisdiction as Lender may determine) at that time (the "Code") (whether or not the Code applies to the affected Collateral), and may also, without demand of performance or other demand, advertisement or notice except as specified belowbelow (all of which demands, advertisements, and/or notices are hereby expressly waived by Pledgor), sell the Pledged Collateral or any part thereof in one or more parcels at public or private sale, at any exchange or exchange, broker's board or at any of Lender's offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as Aames Lender may deem commercially reasonableappropriate. The Lender shall be authorized at any such sale (if it deems advisable to do so) to restrict the prospective bidders or purchasers to persons who will represent and agree that they are purchasing the Collateral for their own account for investment and not with a view to distribution or sale thereof, and upon consummation of any such sale Lender shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of Pledgor, and, to the extent permitted by applicable law, the Pledgor hereby waives all rights of redemption, stay, valuation and appraisal Pledgor now has or may at any time in the future have under any rule of law or statute now existing or hereinafter enacted. Pledgor agrees that, to the extent notice of sale shall be required by law, at least ten days' notice to the Pledgor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. Aames Lender shall not be obligated to make any sale of Pledged Collateral regardless of notice of sale having been given. Aames Lender may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. (b) Any cash held by Aames Lender as Pledged Collateral and all cash proceeds received by Aames Lender in respect of any sale of, collection from from, or other realization upon upon, all or any part of the Pledged Collateral after payment from such proceeds of Lender's out-of-pocket costs and expenses in connection with such sale, including, without limitation, reasonable attorneys' fees and expenses, may, in the discretion of AamesLender, be held by Aames Lender as collateral for, and/or then or at any time thereafter be applied (after payment of any amounts payable to Aames pursuant to Section 12) in whole or in part by Aames Lender against, all or any part of the Obligations in such order manner as Aames shall elect. Any surplus Lender may elect in its sole discretion. (c) In the event that the proceeds of any such cash sale, collection or cash proceeds held by Aames and remaining after payment in full of realization are insufficient to pay all the Obligations amounts to which Lender is legally entitled, Pledgor shall be paid over liable for, and shall promptly pay, the deficiency, together with interest thereon at the applicable interest rate under the Note or such other rate as shall be fixed by applicable law, together with the costs of collection and the reasonable fees, costs, expenses and other client charges of any attorneys employed by Lender to collect such deficiency. In the event that the proceeds of any such sale, collection or realization are sufficient to pay all amounts to which Lender is legally entitled, Pledgor or to whomsoever may shall be lawfully entitled to receive any such surplusproceeds over and above such amounts.

Remedies Upon Default. If During the time that any portion of this Note is outstanding, if any Event of Default shall have occurred and be continuing: has occurred, (a) Aames the unpaid Principal of the Note and the Interest accrued thereon shall be immediately and automatically due and payable without necessity of further action and the same shall thereupon become immediately due and payable without protest, presentment, demand or notice, which are hereby expressly waived by Borrower; (b) Holder shall be entitled to exercise its right of setoff against any money, funds, or credits of the Borrower now or at any time hereafter in the possession of, in transit to or from, under the control or custody of or on deposit with, Holder or any affiliate of Holder in any capacity whatsoever; and (c) Holder shall be entitled exercise any or all rights, powers and remedies provided for in the related agreements or documents executed in connection with the issuance of this Note or now or hereafter existing at law, in equity, by statute or otherwise. Each right, power and remedy of Holder hereunder or now or hereafter existing at law, in equity, by statute or otherwise shall be cumulative and concurrent, and the exercise or beginning of the exercise of any one or more of them shall not preclude the simultaneous or later exercise by Holder of any or all such other rights, powers or remedies. No failure or delay by Holder to insist upon the strict performance of any one or more provisions of this Note or of the related agreements or to exercise any right, power or remedy consequent upon a default hereunder shall constitute a waiver thereof or preclude Holder from exercising any such right, power or remedy. By accepting full or partial payment after the due date of any amount of principal of or interest on this Note, or other amounts payable on demand, Holder shall not be deemed to have waived the right either to require prompt payment when due and payable of all other amounts of principal of or interest on this Note or other amounts payable on demand, or to exercise any rights and remedies available to it in order to collect all such other amounts due and payable under this Note. Borrower shall pay any and all issue taxes, documentary stamp taxes, and other taxes that may exercise be payable in respect of the Pledged Collateral, in addition to other rights and remedies provided for herein issuance or otherwise available to it, all the rights and remedies delivery of a secured party on default under the Uniform Commercial Code in effect in the State of Delaware at that time (the "Code") (whether or not the Code applies to the affected Collateral), and may also, without notice except as specified below, sell the Pledged Collateral or any part thereof in one or more parcels at public or private sale, at any exchange or broker's board or elsewhere, for cash, on credit or for future delivery, and upon such other terms as Aames may deem commercially reasonable. The Pledgor agrees that, to the extent notice of sale shall be required by law, at least ten days' notice to the Pledgor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. Aames shall not be obligated to make any sale of Pledged Collateral regardless of notice of sale having been given. Aames may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjournedthis Note. (b) Any cash held by Aames as Pledged Collateral and all cash proceeds received by Aames in respect of any sale of, collection from or other realization upon all or any part of the Pledged Collateral may, in the discretion of Aames, be held by Aames as collateral for, and/or then or at any time thereafter be applied (after payment of any amounts payable to Aames pursuant to Section 12) in whole or in part by Aames against, all or any part of the Obligations in such order as Aames shall elect. Any surplus of such cash or cash proceeds held by Aames and remaining after payment in full of all the Obligations shall be paid over to the Pledgor or to whomsoever may be lawfully entitled to receive such surplus.

Remedies Upon Default. If Upon the occurrence of a default in the payment or performance of any Event of Default the Obligations, or upon the occurrence of a default or event of default under any other instrument or document now or hereafter further evidencing, securing or otherwise related to any of the Obligations, or in the event that any representation or warranty herein shall prove to have been untrue when made, or in the event that Pledgor shall default in the performance of any of its obligations hereunder, or in the event that any bankruptcy or other insolvency proceedings are instituted by or against Pledgor or Debtor (subject to the grace and cure provisions set forth in Section 5.1 of the Loan Agreement); then, and in any such event, Lender shall have occurred and be continuing: (a) Aames may exercise in respect all of the Pledged Collateralrights, in addition to other rights and remedies provided for herein or otherwise available to it, all the rights privileges and remedies of a secured party on default under the Uniform Commercial Code as in effect in the State of Delaware at that time (the "Code") (whether or not the Code applies to the affected Collateral)Tennessee, and without limiting the foregoing, Lender may also, without notice except as specified below, sell (a) collect any and all amounts payable in respect of the Pledged Collateral Securities and exercise any and all rights, privileges, options and remedies of the holder and owner thereof, and (b) sell, transfer and/or negotiate the Pledged Securities, or any part thereof in one or more parcels thereof, at public or private sale, at any exchange or broker's board or elsewhere, for cash, on upon credit or for future deliverydelivery as Lender shall deem appropriate, and upon such other terms as Aames may deem commercially reasonable. The Pledgor agrees that, to the extent notice of sale shall be required by lawincluding without limitation, at least ten days' notice to Lender's option, the Pledgor purchase of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. Aames shall not be obligated to make any sale of Pledged Collateral regardless of notice of sale having been given. Aames may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. (b) Any cash held by Aames as Pledged Collateral and all cash proceeds received by Aames in respect of any sale of, collection from or other realization upon all or any part of said securities at any public sale by Lender. Upon consummation of any sale, Lender shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Pledged Collateral maySecurities so sold. Each such purchaser at any such sale shall hold the property sold absolutely, in free from any claim or right on the discretion part of Aamesthe Pledgor, be held and the Pledgor hereby waives (to the extent permitted by Aames as collateral forlaw) all rights of redemption, and/or then stay or appraisal that Pledgor now has or may at any time thereafter be applied (after payment in the future have under any rule of any amounts payable law or statute now existing or hereinafter enacted. Pledgor hereby expressly waives notice to Aames pursuant to Section 12) in whole or in part by Aames against, all or any part redeem and notice of the Obligations in such order as Aames shall elect. Any surplus time, place and manner of such cash or cash proceeds held by Aames and remaining after payment in full of all the Obligations shall be paid over to the Pledgor or to whomsoever may be lawfully entitled to receive such surplussale.

Remedies Upon Default. If any Event of Default shall have has occurred and be is continuing: (a) Aames Pledgee may exercise exercise, in respect of the Pledged Collateral, all the rights and remedies of a secured party under the Uniform Commercial Code (the "Code") in effect in the State of Arizona at that time, in addition to other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party on default under the Uniform Commercial Code in effect in the State of Delaware at that time (the "Code") (whether or not the Code applies to the affected Collateral)Pledgee, and Pledgee may also, without notice except as specified below, cause the Collateral to be registered in the name of Pledgee or its nominee, take possession of and sell the Pledged Collateral or any part thereof in one or more parcels lots at public or private sale, at any exchange or exchange, broker's board or at any of Pledgee's offices or elsewhere, for cash, on credit or for future delivery, and at such price or prices and upon such other terms as Aames may deem are commercially reasonable. The Pledgor agrees that, to the extent notice of sale shall be required by law, at least ten (10) days' notice to the Pledgor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. Aames Pledgee shall not be obligated to make any sale of Pledged Collateral regardless of notice of sale having been given. Aames Pledgee may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. (b) Any cash held by Aames as Pledged Collateral and all All cash proceeds received by Aames Pledgee in respect of any sale of, collection from from, or other realization upon all or any part of the Pledged Collateral may, in the discretion of AamesPledgee, be held by Aames Pledgee as collateral for, and/or then or at any time thereafter be applied (after payment of any amounts payable to Aames Pledgee pursuant to Section 1213) in whole or in part by Aames against, all or any part of the Obligations in such order as Aames Pledgee shall elect. Any surplus of such cash or cash proceeds held by Aames Pledgee and remaining after payment in full of all the Obligations shall be paid over to the Pledgor or to whomsoever may be lawfully entitled to receive such surplus. (c) Pledgor agrees that in any sale of any of the Collateral, Pledgee is thereby authorized to comply with any limitation or restriction in connection with such sale as it may be advised by counsel is necessary in order to avoid any violation of applicable law (including, without limitation, compliance with such procedures as may restrict the number or suitability of prospective bidders and purchasers and/or further restrict such prospective bidders or purchasers to persons who will represent and agree that they are purchasing for their own account for investment and not with a view to the distribution or resale of such Collateral), or in order to obtain any required approval of the sale or of the purchase by any governmental regulatory authority or official, and Pledgor further agrees that such compliance shall not result in such sale being considered or deemed not to have been made in a commercially reasonable manner, nor shall Pledgee be liable or accountable to Pledgor for any discount allowed by reason of the fact that such collateral is sold in compliance with any such limitation or restriction. (d) Each and every right, remedy and power granted to Pledgee hereunder shall be cumulative and in addition to any other right, remedy or power specifically granted herein or now or hereafter existing in equity, at law, by virtue of statute or otherwise and may be exercised by Pledgee, from time to time, concurrently or independently and at often and in such order as Pledgee may deem expedient. Any failure or delay on the part of Pledgee in exercising any such right, remedy or power, or abandonment or discontinuance of steps to enforce the same, shall not operate as a waiver thereof or affect the right of Pledgee thereafter to exercise the same, and any single or partial exercise of any such right, remedy or power shall not preclude any other or further exercise thereof or the exercise of any other right, remedy or power, and no such failure, delay, abandonment or single or partial exercise of rights of Pledgee hereunder shall be deemed to establish a custom or course of dealing or performance between the parties hereto.

Remedies Upon Default. If any (a) An Event of Default shall have occurred be deemed to be continuing unless expressly waived in writing by the Buyer. Upon the occurrence and be continuing: (a) Aames may exercise in respect during the continuance of the Pledged Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party on default under the Uniform Commercial Code in effect in the State of Delaware at that time (the "Code") (whether or not the Code applies to the affected Collateral), and may also, without notice except as specified below, sell the Pledged Collateral or any part thereof in one or more parcels at public Events of Default hereunder, the Buyer’s obligation to enter into any additional Transactions hereunder shall automatically terminate without further action by any Person. Upon the occurrence and during the continuance of one or private salemore Events of Default other than those referred to in Section 8(g) or (h), at any exchange or broker's board or elsewhere, for cash, on credit or for future delivery, and upon such other terms as Aames the Buyer may deem commercially reasonable. The Pledgor agrees that, to immediately declare the extent notice of sale shall be required by law, at least ten days' notice to the Pledgor Repurchase Price of the time Transactions then outstanding to be immediately due and place payable, together with all Price Differential thereon and fees and expenses accruing under this Repurchase Agreement. Upon the occurrence and during the continuance of an Event of Default referred to in Sections 8(g) or (h), such amounts shall immediately and automatically become due and payable without any further action by any Person. Upon such declaration or such automatic acceleration, the balance then outstanding shall become immediately due and payable, without presentment, demand, protest or other formalities of any public sale or kind, all of which are hereby expressly waived by the time after which any private sale is to be made shall constitute reasonable notification. Aames shall not be obligated to make any sale of Pledged Collateral regardless of notice of sale having been given. Aames may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjournedSeller. (b) Any cash held by Aames as Pledged Collateral Upon the occurrence and all cash proceeds received by Aames in respect during the continuance of any sale of, collection from one or other realization upon all more Events of Default and if the Buyer shall have exercised its rights to accelerate or any part of the Pledged Collateral may, in the discretion of Aames, be held by Aames as collateral for, and/or then or at any time thereafter be applied (after payment of any amounts payable to Aames an automatic acceleration shall have occurred pursuant to Section 129(a) hereof, the Buyer shall have the right to obtain physical possession of, for the benefit of the Buyer, the Servicing Records and all other files of the Seller relating to the Purchased Items and all documents relating to the Purchased Items which are then or may thereafter come in whole or in part by Aames against, all to the possession of the Seller or any part third party acting for the Seller and the Seller shall deliver to the Buyer such assignments as the Buyer shall request. The Buyer shall be entitled to specific performance of all agreements of the Obligations Seller contained in such order as Aames shall elect. Any surplus of such cash or cash proceeds held by Aames and remaining after payment in full of all the Obligations shall be paid over to the Pledgor or to whomsoever may be lawfully entitled to receive such surplusthis Repurchase Agreement.

Remedies Upon Default. If Without limiting any Event other rights or remedies of Default shall have occurred and be continuingthe Lender provided for elsewhere in this Guaranty or the Transaction Documents, or by any requirement of law, or in equity, or otherwise: (a) Aames Upon the occurrence of any Event of Default, the Lender may exercise without any notice to (except as expressly provided herein or in respect of any Transaction Document) or demand upon the Pledged CollateralGuarantors, in addition which are expressly waived by the Guarantors (except as to other rights and remedies notices expressly provided for herein or otherwise available in any Transaction Document), proceed to itprotect, all exercise and enforce the rights and remedies of a secured party on default the Lender against the Guarantors hereunder or under the Uniform Commercial Code in effect in the State of Delaware at that time (the "Code") (whether or not the Code applies to the affected Collateral), Transaction Documents and may also, without notice except as specified below, sell the Pledged Collateral or any part thereof in one or more parcels at public or private sale, at any exchange or broker's board or elsewhere, for cash, on credit or for future delivery, and upon such other terms rights and remedies as Aames may deem commercially reasonable. The Pledgor agrees that, to the extent notice are provided by requirement of sale shall be required by law, at least ten days' notice to the Pledgor of the time and place of any public sale law or the time after which any private sale is to be made shall constitute reasonable notification. Aames shall not be obligated to make any sale of Pledged Collateral regardless of notice of sale having been given. Aames may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjournedequity. (b) Any cash held The rights provided for in this Guaranty and the Transaction Documents are cumulative and are not exclusive of any other rights, powers, privileges or remedies provided by Aames law or in equity, or under any other instrument, document or agreement now existing or hereafter arising. (c) The order and manner in which the Lender’s rights and remedies upon the occurrence and during the continuance of an Event of Default are to be exercised shall be determined by the Lender, as Pledged Collateral the case may be, in its sole discretion, and all cash proceeds payments received by Aames in respect of any sale of, collection from or other realization upon all or any part the Lender shall be applied first to the costs and expenses (including reasonable attorney’s fees incurred by the Lender) of the Pledged Collateral mayLender, in then to the discretion of Aames, be held by Aames as collateral for, and/or then or at any time thereafter be applied (after payment of all accrued and unpaid amounts due under any Transaction Documents to and including the date of such application. To the extent permitted by applicable law, no application of payments will cure any Event of Default, or prevent acceleration, or continued acceleration, of amounts payable to Aames pursuant to Section 12) in whole under the Transaction Documents, or prevent the exercise, or continued exercise, of rights or remedies of the Lender hereunder or thereunder or under any requirement of law or in part by Aames against, all or any part of the Obligations in such order as Aames shall elect. Any surplus of such cash or cash proceeds held by Aames and remaining after payment in full of all the Obligations shall be paid over to the Pledgor or to whomsoever may be lawfully entitled to receive such surplusequity.

Remedies Upon Default. If any (a) Upon the happening of one or more Events of Default, the Lender may immediately declare the principal of all Advances under the Secured Note then outstanding to be immediately due and payable, together with all interest thereon and fees and expenses accruing under this Agreement; provided, that upon the occurrence of the Event of Default referred to in Section 15(f), such amounts shall have occurred immediately and be continuing: (a) Aames may exercise in respect automatically become due and payable without any further action by any person or entity. Upon such declaration or such automatic acceleration, the balance then outstanding shall become immediately due and payable without presentation, demand or further notice of the Pledged Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party on default under the Uniform Commercial Code in effect in the State of Delaware at that time (the "Code") (whether or not the Code applies any kind to the affected Collateral), and may also, without notice except as specified below, sell the Pledged Collateral or any part thereof in one or more parcels at public or private sale, at any exchange or broker's board or elsewhere, for cash, on credit or for future delivery, and upon such other terms as Aames may deem commercially reasonable. The Pledgor agrees that, to the extent notice of sale shall be required by law, at least ten days' notice to the Pledgor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. Aames shall not be obligated to make any sale of Pledged Collateral regardless of notice of sale having been given. Aames may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjournedBorrower. (b) Any cash held by Aames as Pledged Upon the happening of one or more Events of Default, the Lender shall have the right to retain physical possession of all files of the Borrower relating to the Collateral and all cash proceeds documents relating to the Collateral which are then or may thereafter come into the possession of the Borrower or any third party acting for the Borrower, and the Borrower shall deliver to the Lender such assignments of mortgage as the Lender shall request. The Lender shall be entitled to specific performance of all agreements of the Borrower contained in this Agreement. (c) Upon the happening of one or more Events of Default, the Lender shall have the right to collect and receive all further payments made on the Collateral, and if any such payments are received by Aames in respect of any sale ofthe Borrower, collection from or the Borrower shall not commingle the amounts received with other realization upon all or any part funds of the Pledged Collateral may, in the discretion of Aames, be held by Aames as collateral for, and/or then or at any time thereafter be applied (after payment of any amounts payable to Aames pursuant to Section 12) in whole or in part by Aames against, all or any part of the Obligations in such order as Aames Borrower and shall elect. Any surplus of such cash or cash proceeds held by Aames and remaining after payment in full of all the Obligations shall be paid promptly pay them over to the Pledgor Lender. In addition, the Lender shall have the right to dispose of the Collateral as provided herein, or to whomsoever may as provided in the other documents executed in connection herewith, or in any commercially reasonable manner, or as provided by law. The Lender shall be lawfully entitled to receive place the Mortgage Loans which it recovers after any default in a pool for issuance of asset-backed securities at the then-prevailing price for such surplussecurities and to sell such securities for such prevailing price in the open market as a commercially reasonable disposition of collateral subject to the applicable requirements of the California UCC. The Lender shall also be entitled to sell any or all of such Mortgage Loans individually for the prevailing price as a commercially reasonable disposition of collateral subject to the applicable requirements of the California UCC. The specification in this Section 16 of manners of disposition of collateral as being commercially reasonable shall not preclude the use of other commercially reasonable methods at the option of the Lender. Upon disposition of the Collateral and repayment in full to the Lender of all amounts owing hereunder plus the reasonable expenses incurred (including fees and expenses of its counsel), the Lender shall promptly remit any remaining proceeds to the Borrower or as required by law or as a court of competent jurisdiction shall direct.

Remedies Upon Default. If any Event of Default shall have occurred and be continuing: (a) Aames The Secured Party may exercise in respect of the Pledged Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party on default under the Uniform Commercial Code in effect in UCC (irrespective of whether the State of Delaware at that time (the "Code") (whether or not the Code UCC applies to the affected Pledged Collateral), the Uniform Commercial Code of any applicable jurisdiction, or similar law under any applicable jurisdiction, and the Secured Party may also, without upon notice except as specified below, sell the Pledged Collateral or any part thereof in one or more parcels at public or private sale, at any exchange exchange, broker’s board or broker's board at any of the Secured Party’s offices or elsewhere, for cash, on credit or for future delivery, and at such price or prices and upon such other terms as Aames the Secured Party may deem commercially reasonable. The Pledgor agrees that, to the extent notice of sale shall be required by law, at least ten 20 days' ’ notice to the such Pledgor of the time and place of any public sale or the time after which any private sale is to may be made shall constitute reasonable notification. Aames The Secured Party shall not be obligated to make any sale of the Pledged Collateral regardless of notice of sale having been given. Aames The Secured Party may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. The Pledgor acknowledges that if and to the extent that any of the Pledged Collateral consists of securities not registered under the Securities Act of 1933 (as amended and in effect from time to time, the “Securities Act”), the best price obtainable for such securities in an arm’s length transaction may reflect a substantial discount from the book value of such securities. (b) Any cash held by Aames the Secured Party as Pledged Collateral and all cash proceeds received by Aames the Secured Party in respect of any sale of, collection from or other realization upon all or any part of the Pledged Collateral may, in the discretion of Aamesthe Secured Party, be held by Aames the Secured Party as collateral for, and/or then or at any time thereafter be applied (after payment of any amounts payable to Aames the Secured Party pursuant to Section 12the Credit Agreement) in whole or in part by Aames the Secured Party against, all or any part of the Secured Obligations in such order as Aames the Secured Party shall elect. Any surplus of such cash or cash proceeds held by Aames the Secured Party and remaining after payment in full of all the Secured Obligations shall be paid over to the Pledgor Borrower or to whomsoever may be lawfully entitled to receive such surplus.

Remedies Upon Default. If any In the event that an Event of Default shall have occurred and be continuingoccurred: a. The Buyer may, at its option (which option shall be deemed to have been exercised immediately upon the occurrence of an Act of Insolvency of any Seller or any Affiliate), declare an Event of Default to have occurred hereunder and, upon the exercise or deemed exercise of such option, the Repurchase Date for each Transaction hereunder shall, if it has not already occurred, be deemed immediately to occur (except that, in the event that the Purchase Date for any Transaction has not yet occurred as of the date of such exercise or deemed exercise, such Transaction shall be deemed immediately canceled). The Buyer shall (except upon the occurrence of an Act of Insolvency) give notice to the Sellers of the exercise of such option as promptly as practicable. b. If the Buyer exercises or is deemed to have exercised the option referred to in subparagraph (a) Aames of this Section, (i) the Sellers’ obligations in such Transactions to repurchase all Purchased Assets, at the Repurchase Price therefor on the Repurchase Date determined in accordance with subparagraph (a) of this Section, shall thereupon become immediately due and payable, (ii) all Income paid after such exercise or deemed exercise shall be retained by the Buyer and applied, in the Buyer’s sole discretion, to the aggregate unpaid Repurchase Prices for all outstanding Transactions and any other amounts owing by the Sellers hereunder, and (iii) the Sellers shall immediately deliver to the Buyer the Asset Files relating to any Purchased Assets subject to such Transactions then in the Sellers’ possession or control. c. The Buyer also shall have the right to obtain physical possession, and to commence an action to obtain physical possession, of all Records, Asset Files and all other files of the Sellers relating to the Purchased Assets and all documents relating to the Purchased Assets (including, without limitation, any legal, credit or servicing files with respect to the Purchased Assets) which are then or may exercise thereafter come in to the possession of the Sellers or any third party acting for the Sellers. To obtain physical possession of any Purchased Assets held by the Custodian, the Buyer shall present to the Custodian a Trust Receipt and Certification. The Buyer shall be entitled to specific performance of all agreements of the Sellers contained in this Agreement. d. The Buyer shall have the right to direct all servicers then servicing any Purchased Assets to remit all collections thereon to the Buyer, and if any such payments are received by any Seller, the Sellers shall not commingle the amounts received with other funds of the Sellers and shall promptly pay them over to the Buyer. The Buyer shall also have the right to terminate any one or all of the servicers then servicing any Purchased Assets with or without cause. In addition, the Buyer shall have the right to immediately sell the Purchased Assets and liquidate all Repurchase Assets. Such disposition of Purchased Assets may be, at the Buyer’s option, on either a servicing-released or a servicing-retained basis. The Buyer shall not be required to give any warranties as to the Purchased Assets with respect to any such disposition thereof. The Buyer may specifically disclaim or modify any warranties of title or the like relating to the Purchased Assets. The foregoing procedure for disposition of the Purchased Assets and liquidation of the Repurchase Assets shall not be considered to adversely affect the commercial reasonableness of any sale thereof. The Buyer shall be entitled to place the Purchased Assets in a pool for issuance of mortgage-backed securities at the then-prevailing price for such securities and to sell such securities for such prevailing price in the open market. The Buyer shall also be entitled to sell any or all of such Mortgage Loans and REO Properties individually for the prevailing price. The Buyer shall also be entitled, in its sole discretion to elect, in lieu of selling all or a portion of such Purchased Assets, to give the Sellers credit for such Purchased Assets and the Repurchase Assets in an amount equal to the Market Value of the Purchased Mortgage Loans against the aggregate unpaid Repurchase Price and any other amounts owing by the Sellers hereunder. e. Upon the happening of one or more Events of Default, the Buyer may apply any proceeds from the liquidation of the Purchased Assets and the Repurchase Assets to the Repurchase Prices hereunder and all other Obligations in the manner the Buyer deems appropriate in its sole good faith discretion. f. The Sellers shall be liable to the Buyer for (i) the amount of all reasonable legal or other expenses (including, without limitation, all costs and expenses of the Buyer in connection with the enforcement of this Agreement or any other agreement evidencing a Transaction, whether in action, suit, litigation, bankruptcy, insolvency or other similar proceeding affecting creditors’ rights generally, further including, without limitation, the reasonable fees and expenses of counsel incurred in connection with or as a result of an Event of Default, (ii) damages in an amount equal to the cost (including all fees, expenses and commissions) of entering into replacement transactions and entering into or terminating hedge transactions in connection with or as a result of an Event of Default, and (iii) any other loss, damage, cost or expense directly arising or resulting from the occurrence of an Event of Default in respect of a Transaction. g. To the Pledged Collateralextent permitted by applicable law, the Sellers shall be liable to the Buyer for interest on any amounts owing by the Sellers hereunder, from the date the Sellers become liable for such amounts hereunder until such amounts are (i) paid in full by the Sellers or (ii) satisfied in full by the exercise of the Buyer’s rights hereunder. Interest on any sum payable by the Sellers under this Section 17(g) shall be at a rate equal to the Post-Default Rate. h. The Buyer shall have, in addition to its rights hereunder, any rights otherwise available to it under any other agreement or applicable law. i. The Buyer may exercise one or more of the remedies available to the Buyer immediately upon the occurrence of an Event of Default and, except to the extent provided in subsections (a) and (d) of this Section, at any time thereafter without notice to the Sellers. All rights and remedies provided for herein arising under this Agreement as amended from time to time hereunder are cumulative and not exclusive of any other rights or otherwise available to it, all remedies which the Buyer may have. j. The Buyer may enforce its rights and remedies hereunder without prior judicial process or hearing, and the Sellers hereby expressly waive any defenses the Sellers might otherwise have to require the Buyer to enforce its rights by judicial process. The Sellers also waive any defense (other than a defense of payment or performance) the Sellers might otherwise have arising from the use of nonjudicial process, enforcement and sale of all or any portion of the Repurchase Assets, or from any other election of remedies. The Sellers recognize that nonjudicial remedies are consistent with the usages of the trade, are responsive to commercial necessity and are the result of a secured party on default under bargain at arm’s length. k. The Buyer shall have the Uniform Commercial Code in right to perform reasonable due diligence with respect to the Sellers and the Mortgage Loans and REO Properties, which review shall be at the expense of the Sellers. l. Each Seller recognizes that the Buyer may be unable to effect a public sale of any or all of the REO Subsidiary Interests, by reason of certain prohibitions contained in the State of Delaware at that time (the "Code") (whether 1934 Act and applicable state securities laws or not the Code applies to the affected Collateral)otherwise, and may also, without notice except as specified below, sell the Pledged Collateral or any part thereof in be compelled to resort to one or more parcels at private sales thereof to a restricted group of purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment and not a view to the distribution or resale thereof. Each Seller acknowledges and agrees that any such private sale may result in prices and other terms less favorable to the Buyer than if such sale were a public or private sale, at and notwithstanding such circumstances, agrees that any exchange or broker's board or elsewhere, for cash, on credit or for future delivery, and upon such other terms as Aames may deem commercially reasonable. The Pledgor agrees that, to the extent notice of private sale shall be required by law, at least ten days' notice deemed to the Pledgor have been made in a commercially reasonable manner. The Buyer shall be under no obligation to delay a sale of any of the REO Subsidiary Interests for the period of time and place of any necessary to permit the Sellers to register the REO Subsidiary Interests for public sale under the 1934 Act, or under applicable state securities laws, even if the time after which any private sale is Sellers would agree to do so. m. Each Seller further agrees to use its reasonable efforts to do or cause to be made shall constitute reasonable notification. Aames shall not done all such other acts as may be obligated reasonably necessary to make any sale or sales of Pledged Collateral regardless any portion of notice of sale having been given. Aames may adjourn the REO Subsidiary Interests pursuant to this Agreement valid and binding and in compliance with any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. (b) Any cash held by Aames as Pledged Collateral and all cash proceeds received by Aames other applicable laws other than registration under applicable securities laws, provided that the Sellers shall have no obligation to register the REO Subsidiary Interests for public sale under the 1934 Act. Each Seller further agrees that a breach of any of the provisions contained in this Section will cause irreparable injury to the Buyer, that the Buyer has no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this Section shall be specifically enforceable against the Sellers, and each Seller hereby waives and agrees not to assert any sale of, collection from or other realization upon all or any part of the Pledged Collateral may, in the discretion of Aames, be held by Aames as collateral for, and/or then or at any time thereafter be applied (after payment of any amounts payable to Aames pursuant to Section 12) in whole or in part by Aames against, all or any part of the Obligations in such order as Aames shall elect. Any surplus defenses against an action for specific performance of such cash or cash proceeds held by Aames and remaining after payment in full covenants except for defense that no Event of all the Obligations shall be paid over to the Pledgor or to whomsoever may be lawfully entitled to receive such surplusDefault has occurred hereunder.

Remedies Upon Default. If any Upon the occurrence and during the continuance of an Event of Default shall have occurred and be continuing:under the Note and/or the Guaranty “Event of Default”): (a) Aames Secured Party may exercise in respect of the Pledged Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party on default under the Uniform Commercial Code in effect in the State (irrespective of Delaware at that time (the "Code") (whether or not the Code applies to the affected items of Collateral), and Secured Party may also, also without notice (except as specified below, ) sell the Pledged Collateral or any part thereof in one or more parcels at public or private sale, at any exchange exchange, broker’s board or broker's board at any of Secured Party’s offices or elsewhere, for cash, on credit or for future delivery, at such time or times and at such price or prices and upon such other terms as Aames Secured Party may deem commercially reasonable, irrespective of the impact of any such sales on the market price of the Collateral. The To the maximum extent permitted by applicable law, Secured Party may be the purchaser of any or all of the Collateral at any such sale and shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply all or any part of the Secured Obligations as a credit on account of the purchase price of any Collateral payable at such sale. Each purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of Pledgor, and Pledgor hereby waives (to the extent permitted by law) all rights of redemption, stay, or appraisal that it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. Pledgor agrees that, to the extent notice of sale shall be required by law, at least ten days' (10) calendar days notice to the Pledgor of the time and place of any public sale or the time after which any a private sale is to be made shall constitute reasonable notification. Aames Secured Party shall not be obligated to make any sale of Pledged Collateral regardless of notice of sale having been given. Aames Secured Party may adjourn any public or private sale from time tme to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. To the maximum extent permitted by law, Pledgor hereby waives any claims against Secured Party arising because the price at which any Collateral may have been sold at such a private sale was less than the price that might have been obtained at a public sale, even if Secured Party accepts the first offer received and does not offer such Collateral to more than one offeree. (b) Any cash held Pledgor hereby agrees that any sale or other disposition of the Collateral conducted in conformity with reasonable commercial practices of banks, insurance companies, or other financial institutions in the city and state where Secured Party is located in disposing of property similar to the Collateral shall be deemed to be commercially reasonable. (c) Pledgor hereby acknowledges that the sale by Aames as Pledged Collateral and all cash proceeds received by Aames in respect Secured Party of any sale ofCollateral pursuant to the terms hereof in compliance with the Securities Act of 1933 as now in effect or as hereafter amended, collection from or any similar statute hereafter adopted with similar purpose or effect (the “Securities Act”), as well as applicable “Blue Sky” or other realization state securities laws, may require strict limitations as to the manner in which Secured Party or any subsequent transferee of the Collateral may dispose thereof. Pledgor acknowledges and agrees that in order to protect Secured Party’s interest it may be necessary to sell the Collateral at a price less than the maximum price attainable if a sale were delayed or were made in another manner, such as a public offering under the Securities Act. Pledgor has no objection to sale in such a manner and agrees that Secured Party shall have no obligation to obtain the maximum possible price for the Collateral. Without limiting the generality of the foregoing, Pledgor agrees that, upon the occurrence and during the continuation of an Event of Default, Secured Party may, subject to applicable law, from time to time attempt to sell all or any part of the Pledged Collateral mayby a private placement, restricting the bidders and prospective purchasers to those who will represent and agree that they are purchasing for investment only and not for distribution. In so doing, Secured Party may solicit offers to buy the Collateral or any part thereof for cash, from a limited number of investors reasonably believed by Secured Party to be institutional investors or other accredited investors who might be interested in purchasing the discretion Collateral. If Secured Party shall solicit such offers, then the acceptance by Secured Party of Aames, one of the offers shall be held by Aames as collateral for, and/or then or at any time thereafter deemed to be applied a commercially reasonable method of disposition of the Collateral. (after payment of any amounts payable d) If Secured Party shall determine to Aames pursuant exercise its right to Section 12) in whole or in part by Aames against, sell all or any part portion of the Obligations Collateral pursuant to this Section, Pledgor agrees that, upon request of Secured Party, Pledgor will, at its own expense: (i) execute and deliver, or cause the officers and directors of the Company to execute and deliver, to any person, entity or governmental authority as Secured Party may choose, any and all documents and writings which, in such order as Aames shall elect. Any surplus of such cash Secured Party’s reasonable judgment, may be necessary or cash proceeds held by Aames and remaining after payment appropriate for approval, or be required by, any regulatory authority located in full of all the Obligations shall be paid over to the any city, county, state or country where Pledgor or the Company engage in business, in order to whomsoever transfer or to more effectively transfer the Pledged Interests or otherwise enforce Secured Party’s rights hereunder; and (ii) do or cause to be done all such other acts and things as may be lawfully entitled necessary to receive make such surplussale of the Collateral or any part thereof valid and binding and in compliance with applicable law; and (iii) cause the Company to timely file all periodic reports required to be filed by the Company under the Securities Exchange Act of 1934. Pledgor acknowledges that there is no adequate remedy at law for failure by it to comply with the provisions of this Section and that such failure would not be adequately compensable in damages, and therefore agrees that its agreements contained in this Section may be specifically enforced. (e) PLEDGOR EXPRESSLY WAIVES TO THE MAXIMUM EXTENT PERMITTED BY LAW: (i) ANY CONSTITUTIONAL OR OTHER RIGHT TO A JUDICIAL HEARING PRIOR TO THE TIME SECURED PARTY DISPOSES OF ALL OR ANY PART OF THE COLLATERAL AS PROVIDED IN THIS SECTION; (ii) ALL RIGHTS OF REDEMPTION, STAY, OR APPRAISAL THAT IT NOW HAS OR MAY AT ANY TIME IN THE FUTURE HAVE UNDER ANY RULE OF LAW OR STATUTE NOW EXISTING OR HEREAFTER ENACTED; AND (iii) EXCEPT AS SET FORTH IN SUBSECTION (a) OF THIS SECTION 11, ANY REQUIREMENT OF NOTICE, DEMAND, OR ADVERTISEMENT FOR SALE.

Remedies Upon Default. If any an Event of Default shall have has occurred and be is continuing: (a) Aames The Collateral Agent may exercise in respect of the Pledged Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party on default under the Uniform Commercial Code (the "UCC") in effect in the State of Delaware New York at that time (the "Code") (whether or not the Code applies to the affected Collateral)time, and the Collateral Agent may also, without notice except as specified below, sell the Pledged Collateral or any part thereof in one or more parcels at public or private sale, at any exchange or exchange, broker's board or at any of the Collateral Agent's offices or elsewhere, for cash, on credit or for future delivery, and at such price or prices and upon such other terms as Aames the Collateral Agent may deem commercially reasonable. The Pledgor agrees that, to the extent notice of sale shall be required by law, at least ten (10) days' notice to the Pledgor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. Aames The Collateral Agent shall not be obligated to make any sale of Pledged Collateral regardless of notice of sale having been given. Aames The Collateral Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. (b) Any cash held by Aames the Collateral Agent as Pledged Collateral and all cash proceeds received by Aames the Collateral Agent in respect of any sale of, or collection from or other realization upon all or any part of the Pledged Collateral may, in the discretion of Aamesthe Collateral Agent, be held by Aames the Collateral Agent as collateral for, and/or then or at any time thereafter be applied (after payment of any amounts payable to Aames the Collateral Agent pursuant to Section 126.2) in whole or in part by Aames the Collateral Agent against, all or any part of the Obligations in such order as Aames the Collateral Agent shall elect. Any surplus of such cash or cash proceeds held by Aames the Collateral Agent and remaining after payment in full of all the Obligations shall be paid over to the Pledgor or to whomsoever whomever may be lawfully entitled to receive such surplus.

Remedies Upon Default. If any Event of Default shall have occurred and be continuing: (a) Aames may exercise in respect If a default or an event of default shall occur under the Pledged CollateralNewco #1 Note, in addition Pledgee, without obligation to resort to other security, shall be entitled to exercise all rights and remedies provided for herein or otherwise available to ita secured creditor after default, all including without limitation the rights and remedies of a secured party on default creditors under the California Uniform Commercial Code in effect in the State of Delaware at that time (the "Code") (whether or not the Code applies to the affected Collateral), . These rights and may alsoremedies include, without notice except as specified belowlimitation, sell the right at any time and from time to time to receive and retain any and all principal and interest at any time and from time to time paid under the Pledged Collateral Assets, or any part thereof to sell, resell, assign and deliver, in one or more parcels at public or private salehis discretion, at any exchange or broker's board or elsewherethe Pledged Assets, for cash, on upon credit or for future delivery. If the Pledged Assets are sold by Pledgee upon credit or for future delivery, and upon Pledgee shall not be liable for the failure of the purchaser to purchase or pay for the same and, in the event of any such other terms as Aames failure, Pledgee may deem commercially reasonableresell the Pledged Assets. The In no event shall Pledgor agrees that, to or Mr. Xxxxxx xx credited with any part of the extent notice proceeds of sale of the Pledged Assets until cash payment thereof has actually been received by Pledgee. (b) Pledgee shall be required by law, at give Pledgor and Mr. Xxxxxx xx least ten days' prior notice to the Pledgor of the time and place of at which any public sale or the time after which any private sale other disposition is to be made shall constitute reasonable notificationmade, which notice Pledgor and Mr. Xxxxxx xxxee is reasonable, all other demands, advertisements and notices being hereby waived. Aames Pledgee shall not be obligated to make any sale of sell the Pledged Collateral Assets if he shall determine not to do so, regardless of the fact that notice of sale having may have been given. Aames may Pledgee may, without notice or publication, adjourn any public sale or private sale cause the same to be adjourned from time to time by announcement at the time and place fixed thereforfor sale, and such sale may, without further notice, be made at the time and place to which it the same was so adjourned. (b) Any cash held by Aames as Pledged Collateral and all cash proceeds received by Aames in respect . In the case of any sale of, collection from or other realization upon all or any part of the Pledged Collateral mayAssets, in Pledgee may deduct from the discretion proceeds of Aamessale all costs and expenses of every kind for sale or delivery, be held by Aames as collateral forincluding brokers' and attorneys' fees, and/or then or at and Pledgee shall apply any time thereafter be applied (after balance of the proceeds of sale to the payment of the Newco #1 Mirror Note. If any amounts payable to Aames pursuant to Section 12) in whole or in part by Aames against, all or any part proceeds of the Obligations in such order as Aames shall elect. Any surplus of such cash or cash proceeds held by Aames and remaining sale remain after payment in full of all such costs and expenses and of the Obligations Newco #1 Mirror Note, they shall be paid over to the Pledgor Pledgor. (c) The remedies provided herein in favor of Pledgee shall not be deemed exclusive, but shall be cumulative, and shall be in addition to all other remedies in favor of Pledgee existing at law or to whomsoever may be lawfully entitled to receive such surplusin equity.

Remedies Upon Default. If any (a) An Event of Default shall have occurred be deemed to be continuing unless expressly waived in writing by the Buyer; provided that an Event of Default shall be deemed to be no longer continuing once expressly waived by the Buyer in writing. Upon the occurrence and be continuing: (a) Aames may exercise in respect during the continuance of the Pledged Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party on default under the Uniform Commercial Code in effect in the State of Delaware at that time (the "Code") (whether or not the Code applies to the affected Collateral), and may also, without notice except as specified below, sell the Pledged Collateral or any part thereof in one or more parcels at public Events of Default hereunder, the Buyer’s obligation to enter into any additional Transactions hereunder shall automatically terminate without further action by any Person. Upon the occurrence and during the continuance of one or private salemore Events of Default other than those referred to in Section 8(i) or (j), at any exchange or broker's board or elsewhere, for cash, on credit or for future delivery, and upon such other terms as Aames the Buyer may deem commercially reasonable. The Pledgor agrees that, to immediately declare the extent notice of sale shall be required by law, at least ten days' notice to the Pledgor Repurchase Price of the time Transactions then outstanding to be immediately due and place payable, together with all Price Differential thereon and fees and expenses accruing under this Repurchase Agreement. Upon the occurrence and during the continuance of an Event of Default referred to in Section 8(i) or (j), such amounts shall immediately and automatically become due and payable without any further action by any Person. Upon such declaration or such automatic acceleration, the balance then outstanding shall become immediately due and payable, without presentment, demand, protest or other formalities of any public sale or kind, all of which are hereby expressly waived by the time after which any private sale is to be made shall constitute reasonable notification. Aames shall not be obligated to make any sale of Pledged Collateral regardless of notice of sale having been given. Aames may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjournedSeller. (b) Any cash held by Aames as Pledged Collateral Upon the occurrence and all cash proceeds received by Aames in respect during the continuance of any sale of, collection from one or other realization upon all more Events of Default and if the Buyer shall have exercised its rights to accelerate or any part of the Pledged Collateral may, in the discretion of Aames, be held by Aames as collateral for, and/or then or at any time thereafter be applied (after payment of any amounts payable to Aames an automatic acceleration shall have occurred pursuant to Section 129(a) hereof, the Buyer shall have the right to obtain physical possession of, for the benefit of the Buyer, the Servicing Records and all other files of the Seller relating to the Purchased Items and all documents relating to the Purchased Items which are then or may thereafter come in whole or in part by Aames against, all to the possession of the Seller or any part third party acting for the Seller and the Seller shall deliver to the Buyer such assignments as the Buyer shall request. The Buyer shall be entitled to specific performance of all agreements of the Obligations Seller contained in such order as Aames shall elect. Any surplus of such cash or cash proceeds held by Aames and remaining after payment in full of all the Obligations shall be paid over to the Pledgor or to whomsoever may be lawfully entitled to receive such surplusthis Repurchase Agreement.

Remedies Upon Default. If any Event of Default shall have occurred and be continuing: (a) Aames The Agent may exercise in respect of the Pledged Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party on in default under the Uniform Commercial Code in effect in New York UCC, and, subject to applicable regulatory and legal requirements, the State of Delaware at that time (the "Code") (whether or not the Code applies to the affected Collateral), and Agent may also, without notice except as specified below, sell the Pledged Collateral or any part thereof in one or more parcels at public or private sale, at any exchange or exchange, broker's board or at any of the Agent's offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as Aames the Agent may deem commercially reasonable. The Upon consummation of any such sale, the Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Pledged Collateral so sold. Each such purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of any Pledgor, and each Pledgor, for itself and for its successors, receivers, trustees and assigns, and for any and all persons ever claiming any interest in the Pledged Collateral, to the extent permitted by law, hereby WAIVES all rights of extension, redemption, stay, valuation and appraisal, and any similar right arising under the law of any country, which such Pledgor now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. Each Pledgor agrees that, to the extent notice of sale shall be required by law, at least ten 10 days' notice to the such Pledgor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. Aames The Agent shall not be obligated to make any sale of Pledged Collateral regardless of notice of sale having been given. Aames The Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. Each Pledgor hereby WAIVES any claims against the Agent arising by reason of the fact that the price at which any Pledged Collateral may have been sold at such a private sale was less than the price which might have been obtained at a public sale, even if the Agent accepts the first offer received and does not offer such Pledged Collateral to more than one offeree. At any public sale made pursuant to this Section 10, any Secured Party may bid for or purchase, free from any right of redemption, stay or appraisal, and any similar right arising under the law of any country, on the part of any Pledgor (all said rights being also hereby WAIVED and released by each Pledgor), the Pledged Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to it from any Obligor and/or any Pledgor as a credit against the purchase price, and it may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to any Pledgor therefor. For purposes hereof, (i) a written agreement to purchase the Pledged Collateral or any portion thereof shall be treated as a sale thereof, (ii) the Agent shall be free to carry out such sale pursuant to such agreement and (iii) no Pledgor shall be entitled to the return of the Pledged Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Secured Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Agent may proceed by a suit or suits at law or in equity to foreclose upon the Pledged Collateral and to sell the Pledged Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 10 shall be deemed to conform to the commercially reasonable standards as provided in the New York UCC. Each Pledgor covenants and agrees that it will execute and deliver such documents and take such other action as the Agent deems necessary or advisable in order that any such sale may be made in compliance with applicable law. (b) The Agent shall have all the rights of a secured party after default under the New York UCC and in conjunction with, in addition to or in substitution for those rights and remedies: (i) it shall not be necessary that the Pledged Collateral or any part thereof be present at the location of any sale pursuant to the provisions of this Section 10; (ii) to the extent the sale of Pledged Collateral is insufficient to satisfy the Secured Obligations, the Borrowers shall remain liable for any deficiency; (iii) the sale by the Agent of less than the whole of the Pledged Collateral shall not exhaust the rights of the Agent hereunder, and the Agent is specifically empowered to make successive sale or sales hereunder until the whole of the Pledged Collateral shall be sold; and, if the proceeds of such sale of less than the whole of the Pledged Collateral shall be less than the aggregate of the Secured Obligations, this Agreement and the security interest created hereby shall remain in full force and effect as to the unsold portion of the Pledged Collateral just as though no sale had been made; (iv) in the event any sale hereunder is not completed or is defective in the opinion of the Agent, such sale shall not exhaust the rights of the Agent hereunder and the Agent shall have the right to cause a subsequent sale or sales to be made hereunder; and (v) demand of performance, advertisement and presence of property at sale are hereby WAIVED and the Agent is hereby authorized to sell hereunder any financial asset it may hold as security for the Secured Obligations. All demands and presentments of any kind or nature are expressly, WAIVED by each Pledgor. Each Pledgor hereby WAIVES the right to require the Agent to pursue any other remedy for the benefit of such Pledgor and agrees that Secured Party may proceed against any Person for the amount of the Obligations owed to the Agent without taking any action against any other Person and without selling or otherwise proceeding against or applying any of the Pledged Collateral in the Agent's possession. (c) Each Pledgor recognizes that, by reason of certain prohibitions contained in the Securities Act of 1933 and applicable state securities laws, the Agent may be compelled, with respect to any sale of all or any part of the Pledged Collateral, to limit purchasers to those who will agree, among other things, to acquire such securities for their own account, for investment, and not with a view to the distribution or resale thereof. Each Pledgor acknowledges and agrees that any such sale may result in prices and other terms less favorable to the seller than if such sale were a public sale without such restrictions and agrees that such circumstances shall not be a factor in determining whether such sale has been made in a commercially reasonable manner. The Agent shall be under no obligation to delay the sale of any of the Pledged Collateral for the period of time necessary to permit any Pledgor to register such securities for public sale under the Securities Act of 1933, or under applicable state securities laws, even if a Pledgor would agree to do so. (d) If the Agent determines to exercise its right to sell any or all of the Pledged Collateral, upon written request, each Pledgor shall, and shall cause each of its direct Subsidiaries to, from time to time, furnish to the Agent all such information as the Agent may reasonably request in order to determine the number of shares and other instruments included in the Pledged Collateral which may be sold by the Agent as exempt transactions under the Securities Act of 1933 and rules of the Securities and Exchange Commission thereunder, as the same are from time to time in effect. (e) Any cash held by Aames the Agent as Pledged Collateral and all cash proceeds received by Aames the Agent in respect of any sale of, collection from from, or other realization upon all or any part of the Pledged Collateral may, in the discretion of Aames, be held by Aames as collateral for, and/or then or at any time thereafter shall be applied by the Agent (after payment of any amounts payable to Aames pursuant to Section 12) in whole or in part unless otherwise required by Aames against, all or any part of the Obligations in such order as Aames shall elect. Any surplus of such cash or cash proceeds held by Aames and remaining after payment in full of all the Obligations shall be paid over to the Pledgor or to whomsoever may be lawfully entitled to receive such surplus.law):

Remedies Upon Default. If any In the event that an Event of Default under the Note shall have occurred and be continuing: (a) Aames Lender may (but shall not be obligated to) exercise in respect of the Pledged Collateral, or any part thereof, in addition to other rights and remedies provided for herein or otherwise available to it, all of the rights and remedies of a secured party on in default under the Uniform Commercial Code in effect in the State of Delaware New York (or such other applicable jurisdiction as Lender may determine) at that time (the "Code") (whether or not the Code applies to the affected Collateral), and may also, without notice demand of performance or other demand, advertisement or notice, except as specified below (all of which demands, advertisements, and/or notices are hereby expressly waived by Grantor) (i) take absolute control of the Collateral, including without limitation transfer into the name of Lender or into the name of its nominee or nominees (to the extent Lender has not theretofore done so) and thereafter receive, for the benefit of Lender, all payments made thereon, give all consents, waivers and ratifications in respect thereof and otherwise act with respect thereto as though it were the outright owner thereof, (ii) require Grantor to, and Grantor hereby agrees that it will at its expense and upon request of Lender forthwith, assemble all or part of the Collateral as directed by Lender and make it available to Lender at a place or places to be designated by Lender which is reasonably convenient to both parties, and Lender may enter into and occupy any premises owned or leased by Grantor where the Collateral of any part thereof is located or assembled for a reasonable period in order to effectuate the rights and remedies of Lender hereunder, without obligation to Grantor in respect of such occupation, and (iii) without notice, except as specified below, sell the Pledged Collateral or any part thereof in one or more parcels at public or private sale, at any exchange or broker's board of the offices of Lender or elsewhere, for cash, on credit or for future delivery, and at such price or prices and upon such other terms as Aames Lender may deem commercially reasonable. The Pledgor Grantor agrees that, to the extent notice of sale shall be required by law, at least ten 10 days' notice to the Pledgor Grantor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. Aames Lender shall not be obligated to make any sale of Pledged Collateral regardless of notice of sale having been given. Aames Lender may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. Grantor hereby waives any claims against Lender arising by reason of the fact that the price at which the Collateral may have been sold at a private sale was less than the price which might have been obtained at a public sale or was less than the aggregate amount of the Obligations, even if Lender accepts the first offer received and does not offer the Collateral to more than one offeree and waives all rights which a Grantor may have to require that all or any part of the Collateral be marshaled upon any sale (public or private) thereof. (b) Any cash held by Aames Lender as Pledged Collateral and all cash proceeds received by Aames Lender in respect of any sale ofor collection from, collection from or other realization upon upon, all or any part of the Pledged Collateral Collateral, after payment from such proceeds of Lender's out-of-pocket costs and expenses in connection with such sale, including, without limitation, reasonable attorneys' fees and expenses, may, in the discretion of AamesLender, be held by Aames Lender as collateral for, and/or then or at any time thereafter be applied (after payment of any amounts payable to Aames pursuant to Section 12) in whole or in part by Aames Lender against, all or any part of the Obligations in such order manner as Aames shall elect. Any surplus Lender may elect in its sole discretion. (c) In the event that the proceeds of any such cash sale, collection or cash proceeds held by Aames and remaining after payment in full of realization are insufficient to pay all the Obligations amounts to which Lender is legally entitled, Grantor shall be paid over liable for the deficiency, together with interest thereon at the applicable interest rate under the Note or such other rate as shall be fixed by applicable law, together with the costs of collection and the reasonable fees, costs, expenses and other client charges of any attorneys employed by Lender to collect such deficiency. In the Pledgor event that the proceeds of any such sale, collection or realization are sufficient to whomsoever may pay all amounts to which Lender is legally entitled, Grantor shall be lawfully entitled to receive any such surplusproceeds over and above such amounts. (d) Upon the occurrence and during the continuance of an Event of Default, (i) Lender may, but shall not be obliged to and without releasing Grantor from its obligation to do so proceed to perform any and all of the obligations of Grantor contained in any of the Related Contracts and exercise any and all rights of the Grantor therein contained as fully as Grantor itself could, and (ii) should Grantor fail to perform or observe any covenant or comply with any condition contained in any of the Related Contracts, then the Lender may, but without obligation to do so and without releasing Grantor from its obligation to do so, perform such covenant or condition. To the extent that Lender shall incur any costs or pay any expenses in connection therewith, including, without limitation, any costs or expenses of litigation associated therewith, such reasonable costs, expenses or payments shall be included in the Obligations and shall bear interest from the payment of such costs or expenses at the rate of the lower of 18% per annum and the highest interest rate permitted under applicable law. Grantor hereby appoints Lender as its attorney-in-fact, effective upon the occurrence and during the continuance of an Event of Default, with power of substitution, to take such action, execute such documents, and perform such work, as Lender may deem appropriate in exercise of the rights and remedies granted Lender herein. The powers herein granted shall include, but not be limited to, powers to xxx on the Related Contracts. The power of attorney granted herein is coupled with an interest and shall be irrevocable for so long as any of the Obligations remains unpaid or underperformed.

Remedies Upon Default. If any Event of Default shall have occurred and be continuing: (a) Aames The Collateral Agent may, without notice to the Pledgor except as required by law and at any time or from time to time, charge, set-off and otherwise apply all or any part of the Account against the Obligations or any part thereof. (b) The Collateral Agent may also exercise in respect of the Pledged Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party on default under the Uniform Commercial Code in effect in the State of Delaware New York at that time (the "CodeCODE") (whether or not the Code applies to the affected Collateral), and may also, without notice except as specified below, sell the Pledged Collateral or any part thereof in one or more parcels at public or private sale, at any exchange or brokerof the Collateral Agent's board offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as Aames the Collateral Agent may deem commercially reasonable. The Pledgor agrees that, to the extent notice of sale shall be required by law, at least ten days' notice to the Pledgor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. Aames The Collateral Agent shall not be obligated to make any sale of Pledged Collateral regardless of notice of sale having been given. Aames The Collateral Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. (bc) Any cash held by Aames the Collateral Agent as Pledged Collateral and all cash proceeds received by Aames the Collateral Agent in respect of any sale of, collection from from, or other realization upon all or any part of the Pledged Collateral may, in the discretion of Aamesthe Collateral Agent, be held by Aames the Collateral Agent as collateral for, and/or then or at any time thereafter be applied (after payment of any amounts payable to Aames the Collateral Agent pursuant to Section 1214) in whole or in part by Aames the Collateral Agent for the ratable benefit of the Lenders against, all or any part of the Obligations in such order as Aames the Collateral Agent shall elect. Any surplus of such cash or cash proceeds held by Aames the Collateral Agent and remaining after payment in full of all the Obligations shall be paid over to the Pledgor or to whomsoever may be lawfully entitled to receive such surplus.

Remedies Upon Default. If any Event Upon the occurrence of Default shall have occurred and be continuing: (a) Aames may exercise in respect of the Pledged Collaterala Default, in addition to any and all other rights and remedies provided for herein or otherwise available to itthat the Lender then may have hereunder, all the rights and remedies of a secured party on default under the Uniform Commercial Code in effect in the State of Delaware at that time (the "“Code"”) under any other Loan Document, or otherwise, the Lender at its option may: (whether or not a) declare the Code applies to entire unpaid balance of principal of and all earned interest on the affected Collateral), Secured Indebtedness immediately due and may alsopayable, without notice except as specified below, sell the Pledged Collateral or any part thereof in one or more parcels at public or private sale, at any exchange or broker's board or elsewhere, for cash, on credit or for future delivery, and upon such other terms as Aames may deem commercially reasonable. The Pledgor agrees that, to the extent (including notice of sale shall be required by law, at least ten days' notice intention to the Pledgor of the time accelerate and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. Aames shall not be obligated to make any sale of Pledged Collateral regardless of notice of sale having been given. Aames may adjourn any public acceleration), demand or private sale from time to time by announcement at the time and place fixed thereforpresentment, and such sale may, without further notice, be made at the time and place to which it was so adjourned. are hereby waived; (b) Any cash held by Aames as Pledged Collateral and all cash proceeds received by Aames reduce its claim to judgment, foreclose or otherwise enforce its security interest in respect of any sale of, collection from or other realization upon all or any part of the Pledged Collateral mayby any available judicial procedure; (c) after notification, if any, provided for in the discretion following paragraph hereof, sell or otherwise dispose of, at the office of Aamesthe Lender, be held or elsewhere, as chosen by Aames as collateral for, and/or then or at any time thereafter be applied (after payment of any amounts payable to Aames pursuant to Section 12) in whole or in part by Aames againstthe Lender, all or any part of the Obligations Pledged Collateral, and any such sale or other disposition may be as a unit or in parcels, by public or private proceedings, and by way of one or more contracts (it being agreed that the sale of any part of the Pledged Collateral shall not exhaust the Lender’s power of sale, but sales may be made from time to time until all of the Pledged Collateral has been sold or until the Secured Indebtedness has been paid in full in cash), and at any such sale it shall not be necessary to exhibit the Pledged Collateral; (d) at its discretion, retain the Pledged Collateral in satisfaction of the Secured Indebtedness whenever the circumstances are such that the Lender is entitled to do so under the Code; (e) apply by appropriate judicial proceedings for appointment of a receiver for the Pledged Collateral, or any part thereto, and the Pledgor hereby consents to any such appointment; (f) buy the Pledged Collateral at any public sale; and (g) buy the Pledged Collateral at any private sale. Lender shall be entitled to apply the proceeds of any sale or other disposition of the Pledged Collateral in the following order: first, to the payment of all of its reasonable costs incurred in storing, preparing for sale and selling all or any part of the Pledged Collateral and to the payment of attorney’s fees as provided for herein or in any note or obligation secured hereby; and next, toward payment of the balance of the Secured Indebtedness in such order and manner as Aames the Lender, in its discretion, may deem advisable. The Lender shall elect. Any surplus of such cash or cash proceeds held by Aames and remaining after payment in full of all the Obligations shall be paid over account to the Pledgor or for any surplus. If the proceeds are not sufficient to whomsoever may be lawfully entitled to receive such surpluspay the Secured Indebtedness in full in cash, Borrowers shall remain liable for any deficiency.

Remedies Upon Default. If At any time after an Event of Default has occurred, the sums due under the Note and the other Secured Obligations, or such portions thereof as Mortgagee may elect, shall become due immediately at Mortgagee’s option or thereafter at the continuing option of Mortgagee, and this Mortgage shall remain in force, and Mortgagee may exercise any right, power or remedy permitted to it by law or by contract, and in particular, without limiting the generality of the foregoing, Mortgagee shall have occurred the absolute right, at its option and be continuingelection, to pursue one or more of the following rights: (a) Aames Mortgagee may, to the extent permitted by law, institute an action of judicial foreclosure, or take such other action as the law may exercise allow, at law or in respect equity, to enforce this Mortgage and to realize upon the Mortgaged Property or any other security which is herein or elsewhere provided for, and to proceed to final judgment and execution for the entire unpaid balance of the Pledged CollateralSecured Obligations at the rate stipulated in the Note to the date of default, [and thereafter at the Default Rate], together with, to the extent permitted by applicable law, all other sums secured by this Mortgage, all costs of suit, and interest at the Default Rate on any judgment obtained by Mortgagee from and after the date of any judicial sale of the Mortgaged Property (which may be sold in addition one parcel or part or in such parcels or parts, manner or order as Mortgagee shall elect) until actual payment is made to other rights and remedies provided for herein the Mortgagee on the full amount due Mortgagee. Mortgagee may foreclose or otherwise available to itrealize upon one parcel or any other part of the Mortgaged Property, all the rights and remedies of a secured party on default under the Uniform Commercial Code in effect in the State of Delaware at that time (the "Code") (whether one or not the Code applies to the affected Collateral), and may alsomore occasions, without releasing this Mortgage or precluding the further foreclosure or other realization hereunder of any other parcels or parts of the Mortgaged Property not so foreclosed or realized upon. Failure to join or to provide notice except to tenants or any other persons/entities as specified belowdefendants or otherwise in any foreclosure action or suit shall not constitute a defense to such foreclosure or other action. Upon any foreclosure sale, sell whether by virtue of judicial proceedings or otherwise, Mortgagee may bid and purchase the Pledged Collateral Mortgaged Property or any part thereof in one or more parcels at public or private sale, at any exchange or broker's board or elsewhere, for cash, on credit or for future deliveryinterest therein, and upon such other compliance with the terms as Aames may deem commercially reasonable. The Pledgor agrees that, to the extent notice of sale shall be required by law, at least ten days' notice to the Pledgor of the time sale, may hold, retain, possess and place dispose of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. Aames shall not be obligated to make any sale of Pledged Collateral regardless of notice of sale having been given. Aames may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale maysame in its own absolute right, without further notice, be made at the time and place to which it was so adjournedaccountability. (b) Any cash held To the extent permitted by Aames as Pledged Collateral applicable law, Mortgagee and its agents, designees or assigns are authorized to (i) take possession of the Mortgaged Property, with or without legal action; (ii) lease the Mortgaged Property; (iii) collect all rents, issues and profits therefrom, with or without taking possession of the Mortgaged Property; and (iv) after deducting all costs of collection and administration expenses, apply the net rents, issues and profits to the payment of taxes, insurance premiums and all cash proceeds other carrying charges (including, but not limited to, agents’ compensation and fees and costs of counsel and receivers) and to the maintenance, repair or restoration of the Mortgaged Property, or on account and in reduction of the Secured Obligations, in such order and amounts as Mortgagee, in Mortgagee’s sole discretion, may elect. Mortgagee shall be liable to account only for rents, issues and profits actually received by Aames it. Whenever the Mortgagee in respect this Mortgage or in the other Loan Documents is given the option to accelerate the maturity of any sale of, collection from or other realization upon all or any part of the Pledged Collateral Secured Obligations, Mortgagee may, to the extent permitted by law, do so without presentment, protest, notice to or demand upon Mortgagor. Mortgagee shall have the sole and exclusive right, and Mortgagor irrevocably waives any right, to direct or redirect the application of any monies received by Mortgagee on account of the Secured Obligations (whether such monies are received before or after the occurrence of an Event of Default, in the discretion ordinary course of Aamesaffairs, be held by Aames as collateral foracceleration, and/or then maturity or at any time thereafter be applied (after payment of any amounts payable to Aames pursuant to Section 12otherwise) in whole or in part by Aames against, all or any part of against the Secured Obligations in such order manner as Aames Mortgagee may deem advisable, from time to time, notwithstanding any entry by Mortgagee upon any of its books and records. After the occurrence of an Event of Default, or if any action shall elect. Any surplus be commenced to foreclose this Mortgage, without obligation to do so, Mortgagee, to the extent permitted by applicable law, may apply for the appointment of a receiver of the rents, issues and profits of the Mortgaged Property without notice or demand, and shall be entitled to the appointment of such cash receiver as a matter of right, without consideration of the value of the Mortgaged Property as security for the amounts due to Mortgagee or cash proceeds held by Aames and remaining after the solvency of any person/entity liable for the payment in full of all such amounts. Mortgagee shall have the right from time to time to take action to recover any of the Secured Obligations, as the same become due, without regard to whether or not any of the other Secured Obligations shall be paid over due, and without prejudice to the Pledgor right of Mortgagee thereafter to bring an action of foreclosure, or any other action, with respect to whomsoever may be lawfully entitled to receive any Event of Default existing at the time such surplusearlier action was commenced.

Remedies Upon Default. If any Event of Default shall have occurred and be continuing: (a) Aames The Holders may exercise in respect of the Pledged Collateral, in addition to other rights and remedies provided for herein or otherwise available to itthem, all of the rights and remedies of a secured party on upon default under the Uniform Commercial Code in effect in the State of Delaware at that time (the "Code") (whether or not the Code applies to the affected Collateral), and also may also(i) take absolute control of the Collateral, including without limitation, transfer into the Holders’ name or into the name of their nominee or nominees (to the extent the Holders have not theretofore done so) and thereafter receive, for their benefit, all payments made thereon, give all consents, waivers and ratifications in respect thereof and otherwise act with respect thereto as though they were the outright owner thereof, (ii) require Grantor to, and Grantor hereby agrees that it will at its expense and upon request of any Holder forthwith, assemble all or part of the Collateral as directed by such Holder and make it available to such Holder at a place or places to be designated by such Holder which is reasonably convenient to both parties, and any Holder may enter into and occupy any premises owned or leased by Grantor where the Collateral of any part thereof is located or assembled for a reasonable period in order to effectuate the Holders’ rights and remedies hereunder or under law, without obligation to Grantor in respect of such occupation, and (iii) without notice except as specified below, sell the Pledged Collateral or any part thereof in one or more parcels at public or private sale, at any exchange or broker's board Holder’s offices or elsewhere, for cash, on credit or for future delivery, and at such price or prices and upon such other terms as Aames the Holders may deem commercially reasonable. The Pledgor Grantor agrees that, to the extent notice of sale shall be required by law, at least ten 10 days' ’ notice to the Pledgor Grantor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. Aames The Holders shall not be obligated to make any sale of Pledged Collateral regardless of notice of sale having been given. Aames The Holders may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. Grantor hereby waives any claims against the Holders arising by reason of the fact that the price at which the Collateral may have been sold at a private sale was less than the price which might have been obtained at a public sale or was less than the aggregate amount of the Secured Obligations, even if the Holders accept the first offer received and does not offer the Collateral to more than one offeree and waives all rights which Grantor may have to require that all or any part of the Collateral be marshalled upon any sale (public or private) thereof. (b) Any cash held by Aames any Holder as Pledged Collateral and all cash proceeds received by Aames the Holders in respect of any sale ofof or collection from, collection from or other realization upon upon, all or any part of the Pledged Collateral may, in the discretion of Aamesthe Holders, be held by Aames the Holders as collateral for, and/or then or at any time thereafter be applied (after payment of any amounts payable to Aames pursuant to Section 12) in whole or in part by Aames the Holders against, all or any part of the Obligations in such order as Aames shall elect. Any surplus of such cash or cash proceeds held by Aames and remaining after payment in full of all the Obligations shall be paid over to the Pledgor or to whomsoever may be lawfully entitled to receive such surplusSecured Obligations.

Remedies Upon Default. If (a) In addition to any right or remedy that the Collateral Agent may have under the Credit Agreement, the other Credit Documents or otherwise under applicable law, if an Event of Default shall have occurred and be continuing: (a) Aames , the Collateral Agent may exercise in respect of the Pledged Collateral, in addition to other rights any and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party on default under the Uniform Commercial Code as in effect in the State of Delaware at that time any applicable jurisdiction (the "Code") (whether or not the Code applies to the affected Collateral), and may alsootherwise sell, without notice except as specified belowassign, sell transfer, endorse and deliver the whole or, from time to time, any part of the Pledged Collateral or any part thereof in one or more parcels at a public or private sale, at sale or on any exchange or broker's board or elsewheresecurities exchange, for cash, on credit or for other property, for immediate or future delivery, and upon for such other price or prices and on such terms as Aames the Collateral Agent (acting at the direction of the Required Lenders, in their sole discretion) shall deem appropriate. As further provided for in Section 14 hereof, the Collateral Agent shall be authorized at any sale (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to Persons who will represent and agree that they are purchasing the Pledged Collateral for their own account in compliance with the Securities Laws (as such term is defined in Section 14 below) and upon consummation of any such sale the Collateral Agent shall have the right to assign, transfer, endorse and deliver to the purchaser or purchasers thereof the Pledged Collateral so sold. Each purchaser at any sale of Pledged Collateral shall take and hold the property sold absolutely free from any claim or right on the part of any of the Pledgors, and each of the Pledgors hereby waives (to the fullest extent permitted by applicable law) all rights of redemption, stay and/or appraisal which any of the Pledgors now has or may deem commercially reasonableat any time in the future have under any applicable law now existing or hereafter enacted. The Pledgor Each of the Pledgors agrees that, to the extent notice of sale shall be required by applicable law, at least ten days' prior written notice to the applicable Pledgor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification, but notice given in any other reasonable manner or at any other reasonable time shall constitute reasonable notification. Aames Such notice, in case of public sale, shall state the time and place for such sale, and, in the case of sale on a securities exchange, shall state the exchange on which such sale is to be made and the day on which the respective Pledged Collateral, or portion thereof, will first be offered for sale at such exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Agent may fix and shall state in the notice or publication (if any) of such sale. At any such sale, the applicable Pledged Collateral, or portion thereof to be sold, may be sold in one lot as an entirety or in separate parcels, as the Collateral 236 187 Agent may determine (acting at the direction of the Required Lenders, in their sole and absolute discretion). The Collateral Agent shall not be obligated to make any sale of any of the Pledged Collateral if it shall determine not to do so regardless of the fact that notice of sale having of the Pledged Collateral may have been given. Aames may The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed thereforfor sale, and such sale may, without further notice, be made at the time and place to which it the same was so adjourned. (b) Any cash held by Aames as Pledged Collateral and all cash proceeds received by Aames in respect . In case the sale of any sale of, collection from or other realization upon all or any part of the Pledged Collateral is made on credit or for future delivery, the Pledged Collateral so sold may be retained by the Collateral Agent until the sale price is paid by the purchaser or purchasers thereof, but the Collateral Agent shall not incur any liability to any of the Pledgors in case any such purchaser or purchasers shall fail to take up and pay for the Pledged Collateral so sold and, in case of any such failure, such Pledged Collateral may be sold again upon like notice. At any public sale made pursuant to this Agreement, the Collateral Agent or any Secured Party (in accordance with Section 2.10(e) of the Credit Agreement), to the extent permitted by applicable law, may bid for or purchase, free from any right of redemption, stay and/or appraisal on the part of any of the Pledgors (all said rights being also hereby waived and released to the extent permitted by applicable law), any part of or all the Pledged Collateral offered for sale and may make payment on account thereof by using any claim then due and payable to the Collateral Agent from any of the Pledgors as a credit against the purchase price, and the Collateral Agent may, in upon compliance with the discretion terms of Aamessale and to the extent permitted by applicable law, be held by Aames as collateral forhold, and/or then or at retain and dispose of such property without further accountability to any time thereafter be applied (after payment of any amounts payable the Pledgors therefor. For purposes hereof, a written agreement to Aames pursuant to Section 12) in whole or in part by Aames against, purchase all or any part of the Pledged Collateral shall be treated as a sale thereof; the Collateral Agent shall be free to carry out such sale pursuant to such agreement and none of the Pledgors shall be entitled to the return of any Pledged Collateral subject thereto, notwithstanding the fact that after the Collateral Agent shall have entered into such an agreement all Events of Default may have been remedied or the Obligations in such order as Aames shall elect. Any surplus of such cash or cash proceeds held by Aames and remaining after payment may have been paid in full as herein provided. Each of all the Obligations Pledgors hereby waives any right to require any marshaling of assets and any similar right. (b) In addition to exercising the power of sale herein conferred upon it, the Collateral Agent shall be paid over also have the option to proceed by suit or suits at law or in equity to foreclose this Agreement and sell the Pledged Collateral or any portion thereof pursuant to judgment or decree of a court or courts having competent jurisdiction. (c) In addition to the Pledgor foregoing, the Collateral Agent shall have all other rights, powers and remedies which are available to it under any applicable laws. (d) The rights and remedies of the Collateral Agent under this Agreement are cumulative and not exclusive of any rights or to whomsoever may be lawfully entitled to receive such surplusremedies which it would otherwise have.

Remedies Upon Default. If any (A) Upon the occurrence of an Event of Default shall have occurred and be continuing: (a) Aames may exercise as defined in respect Article "4" of the Pledged Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party on default under the Uniform Commercial Code in effect in the State of Delaware at that time (the "Code") (whether or not the Code applies to the affected Collateralthis Note), and may alsoany time thereafter while such Event of Default is continuing, without notice except as specified below, sell the Pledged Collateral or any part thereof in one or more parcels at public or private saleentire unpaid Principal balance and all accrued and unpaid interest which is due pursuant to this Note and all other amounts payable to the Payee pursuant to this Note shall, at any exchange the Payee's option, be accelerated and become and be immediately due and payable without presentment, demand, protest or broker's board or elsewhere, for cash, on credit or for future delivery, and upon such other terms as Aames may deem commercially reasonable. The Pledgor agrees that, to the extent further notice of sale any kind, all of which are expressly waived by the Payor. (B) The liability of the Payor hereunder shall be required by law, at least ten days' notice to the Pledgor of the time unconditional and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. Aames shall not be obligated in any manner affected by any indulgence whatsoever granted or consented to make by the Payee including, but not limited to, any sale extension of Pledged Collateral regardless time, renewal, waiver or other modification. (C) The Payor shall be liable for all costs of notice collections, including, but not limited to, attorney's fees and expenses which Payee may incur as a result of sale having been giventhe exercise by Payee of any rights or remedies pursuant to this Note or otherwise available, including, but not limited to, any remedy upon default provided for in this Article "6" of this Note. (D) No failure on the part of the Payee to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right hereunder preclude any other or further exercise thereof or the exercise of any other right. (E) The remedies which are provided herein are cumulative and not exclusive of any remedies which are provided by law. (F) Any provision of this Note which may prove to be unenforceable under any law shall not affect the validity of any other provision of this Note. Aames may adjourn If from any public circumstances whatsoever, fulfillment of any provisions of this Note or private sale from time to time by announcement any other instrument evidencing or securing the indebtedness evidenced hereby, at the time and place fixed thereforperformance of such provision shall be due, and such sale may, without further notice, be made at shall involve transcending the time and place to which it was so adjourned. (b) Any cash held limit of validity presently prescribed by Aames as Pledged Collateral and all cash proceeds received by Aames in respect of any sale of, collection from or other realization upon all applicable usury statute or any part other applicable law, with regard to obligations of like character and amount, then ipso facto, the obligation to be fulfilled shall be reduced to the limit of such validity, so that in no event shall any exaction be possible under this Note or under any other instrument evidencing or securing the indebtedness evidenced hereby, that is in excess of the Pledged Collateral may, in the discretion of Aames, be held by Aames as collateral for, and/or then or at any time thereafter be applied (after payment of any amounts payable to Aames pursuant to Section 12) in whole or in part by Aames against, all or any part of the Obligations in such order as Aames shall elect. Any surplus current limit of such cash or cash proceeds held by Aames and remaining after payment in full of all the Obligations validity, but such obligation shall be paid over fulfilled to the Pledgor or to whomsoever may be lawfully entitled to receive limit of such surplusvalidity.

Remedies Upon Default. If any Event of Default shall have occurred and be continuing: (a) Aames The Collateral Agent may exercise in respect of the Pledged Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, all of the rights and remedies of a secured party on upon default under the Uniform Commercial Code in effect in the State of Delaware at that time (the "Code") (whether or not the Code applies to the affected Collateral), and also may also(i) require the Grantor to, and the Grantor hereby agrees that it will at its expense and upon request of the Collateral Agent forthwith, assemble all or part of the Collateral as directed by the Collateral Agent and make it available to the Collateral Agent at a place or places to be designated by the Collateral Agent which is reasonably convenient to both parties and (ii) without notice except as specified below, sell the Pledged Collateral or any part thereof in one or more parcels at public or private sale, at any exchange or brokerof the Collateral Agent's board offices or elsewhere, for cash, on credit or for future delivery, and at such price or prices and upon such other terms as Aames the Collateral Agent may deem commercially reasonable. The Pledgor Grantor agrees that, to the extent notice of sale shall be required by law, at least ten days10 Business Days' notice to the Pledgor Grantor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. Aames The Collateral Agent shall not be obligated to make any sale of Pledged Collateral regardless of notice of sale having been given. Aames The Collateral Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned.. The Grantor hereby waives any claims against the Collateral Agent and the Lenders arising by reason of the fact that the price at which the Collateral may have been sold at a private sale was less than the price which might have been obtained at a public sale or was less than the aggregate amount of the Guaranteed Obligations, even if the Collateral Agent accepts the first offer received and does not offer the Collateral to more than one offeree and waives all rights which the Grantor may have to require that all or any part of the Collateral be marshalled upon any sale (public or private) thereof. In addition to the foregoing, (i) upon written notice from the Collateral Agent, the Grantor shall cease any use of the Trademarks, Patents or Copyrights or any mark, xxtent or copyright similar thereto for any purpose described in such notice; (ii) the Collateral Agent may, at any time and from time to time, upon 10 days' prior notice to the Grantor, license, whether general, special or otherwise, and whether on an exclusive or non-exclusive basis, any of the Trademarks, Patents and Copyrights, throughout the world for such term or terms, on such conditions, and in such manner, as the Collateral Agent shall in its sole discretion determine; and (iii) the Collateral Agent may, at any time, pursuant to the (b) Any cash held by Aames the Collateral Agent as Pledged Collateral and all cash proceeds received by Aames the Collateral Agent in respect of any sale ofof or collection from, collection from or other realization upon upon, all or any part of the Pledged Collateral may, in the discretion of Aamesthe Collateral Agent, be held by Aames the Collateral Agent as collateral for, and/or then or at any time thereafter be applied (after payment of any amounts payable to Aames pursuant to Section 12) in whole or in part by Aames the Collateral Agent against, all or any part of the Guaranteed Obligations as provided in Section 4.04(b) of the Financing Agreement. (c) In the event that the proceeds of any such order as Aames shall elect. Any surplus of such cash sale, collection or cash proceeds held by Aames realization are insufficient to pay all amounts to which the Collateral Agent and remaining after payment in full of all the Obligations Lenders are legally entitled, the Grantor shall be paid over liable for the deficiency, together with interest thereon at the highest rate specified in any applicable Loan Document for interest on overdue principal thereof or such other rate as shall be fixed by applicable law, together with the costs of collection and the reasonable fees, costs, expenses of any attorneys employed by the Collateral Agent to the Pledgor or to whomsoever may be lawfully entitled to receive collect such surplusdeficiency.

Remedies Upon Default. If any Event of 7.1 In case a Default shall have occurred and be continuing: , the Pledgee shall be entitled to exercise all of its rights, powers and remedies (awhether vested in it by this Pledge Agreement, the other Agreements or by law) Aames may exercise for the protection and enforcement of Pledgee's rights in respect of the Pledged Stock Collateral, and the Pledgee shall be entitled, without limitation, to exercise the following rights and remedies (in addition to other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party on default under the Uniform Commercial Code in effect in of Massachusetts or any other applicable jurisdiction), which the State Pledgor hereby agrees shall be commercially reasonable, all such rights and remedies being cumulative, not exclusive, and enforceable alternatively, successively or concurrently, at such time or times as the Pledgee deems expedient: (a) to vote all or any part of Delaware at that time (the "Code") Pledged Stock (whether or not transferred into the Code applies name of the Pledgee) and give all consents, waivers and ratifications in respect of the Stock Collateral and otherwise act with respect thereto as though it were the outright owner thereof (the Pledgor hereby irrevocably constituting and appointing the Pledgee, its employees, agents, successors and assigns the proxy and attorney-in-fact of the Pledgor, with full power of substitution to do so); (b) to demand, xxx for, collect or make any compromise or settlement the affected Pledgee deems suitable in respect of any Stock Collateral); (c) at any time or from time to time to sell, assign and may alsodeliver, without notice except as specified belowor grant options to purchase or otherwise dispose of, sell the Pledged Collateral all or any part thereof in one of the Stock Collateral, or more parcels any interest therein, at any public or private salesale without demand of performance, at any exchange advertisement or broker's board notice of intention to sell or elsewhereof the time or place of sale or adjournment thereof or to redeem or otherwise, all of which are hereby waived by the Pledgor, for cash, on credit or for other property, for immediate or future deliverydelivery without any assumption of credit risk, and upon for such other price or prices and on such terms as Aames the Pledgee in its absolute discretion may deem determine, provided that at least fifteen (15) days' prior written notice of the time and place of any such sale shall be given to the Pledgor (which such notice the Pledgor hereby acknowledges and agrees is commercially reasonable. The Pledgor agrees that); (d) to cause all or any part of the Stock held by the Pledgee to be transferred into its name or the name of its nominee or nominees; and (e) to set off or otherwise apply or credit against the Obligations any and all sums deposited with the Pledgee or held by it, including without limitation, any sums standing to the credit of the Cash Collateral Account and any Time Deposits issued by the Pledgee. 7.2 In the event of any disposition of the Stock Collateral as provided in Section 7.1(c) and to the extent any notice of sale shall thereof is required to be required given by law, at least ten days' notice the Pledgee shall give to the Pledgor at least fifteen (15) days' prior authenticated written notice of the time and place of any public sale of the Stock Collateral or of the time after which any private sale or any other intended disposition is intended to be made made. The Pledgor hereby acknowledges that fifteen (15) days' prior written notice of such sale or sales shall constitute be reasonable notificationnotice. Aames The Pledgee may enforce its rights hereunder without any other notice and without compliance with any other condition precedent now or hereafter imposed by statute, rule of law or otherwise (all of which are hereby expressly waived by the Pledgor, to the fullest extent permitted by law). If any of the Stock Collateral is sold by the Pledgee upon credit or for future delivery, the Pledgee shall not be obligated liable for the failure of the purchaser to pay for the same and in such event the Pledgee may resell such Stock Collateral. The Pledgee may buy any part or all of the Stock Collateral at any public sale and if any part or all of the Stock Collateral is of a type customarily sold in a recognized market or is of the type which is the subject of widely-distributed standard price quotations, the Pledgee may buy at a private sale and may make payment therefor by any means including, without limitation, cancellation of indebtedness secured thereby and payment of any surplus to the Pledgor or such other party as may be required by the provisions of the Uniform Commercial Code of Massachusetts or any other applicable jurisdiction. The Pledgee may apply the cash proceeds actually received from any sale or other disposition to the reasonable expenses of retaking, holding, preparing for sale, selling and the like, to reasonable attorneys' fees, travel and all other expenses which may be reasonably incurred by the Pledgee in attempting to collect the obligations or to enforce this Pledge Agreement or in the prosecution or defense of any action or proceeding related to the subject matter of this Pledge Agreement, and then to the Obligations pursuant to the Loan Agreement. Only after such applications, and after payment to the Pledgee of any amount required by Sections 9-608(a)(1)(C) or 9-615(a)(3) of the Uniform Commercial Code of Massachusetts need the Pledgee account to the Pledgor for any surplus. To the extent that any of the Obligations are to be paid or performed by a person other than the Pledgor, the Pledgor, to the fullest extent permitted by law, waives and agrees not to assert any rights or privileges which it may have under the Uniform Commercial Code of Massachusetts or of any other applicable jurisdiction. 7.3 If the Pledgee shall determine to exercise its right to sell any or all of the Stock pursuant to this Section 7, and if in the opinion of counsel for the Pledgee it is necessary, or if in the reasonable opinion of the Pledgee it is advisable, to have the Stock, or that portion thereof to be sold, registered under the provisions of the Securities Act of 1933, as amended (the "Securities Act"), the Pledgor agrees to use its best efforts to cause the issuer or issuers of the Stock contemplated to be sold, to execute and deliver, and cause the directors and officers of such issuer to execute and deliver, all at the Pledgor's expense, all such instruments and documents, and to do or cause to be done all such other acts and things as may be necessary or, in the reasonable opinion of the Pledgee, advisable to register such Stock under the provisions of the Securities Act and to cause the registration statement relating thereto to become effective and to remain effective for a period of nine (9) months from the date such registration statement became effective, and to make all amendments thereto or to the related prospectus or both that, in the reasonable opinion of the Pledgee, are necessary or advisable, all in conformity with the requirements of the Securities Act and the rules and regulations of the Securities and Exchange Commission applicable thereto. The Pledgor agrees to use its best efforts to cause such issuer or issuers to comply with the provisions of the securities or "Blue Sky" laws of any jurisdiction which the Pledgee shall designate and to cause such issuer or issuers to make available to its security holders, as soon as practicable, an earnings statement (which need not be audited) which will satisfy the provisions of Section 11(a) of the Securities Act. 7.4 The Pledgor recognizes that the Pledgee may be unable to effect a public sale of the Stock by reason of certain prohibitions contained in the Securities Act, federal banking laws or other applicable laws, regulations, or agreements to which such Stock may be subject, but may be compelled to resort to one or more private sales thereof to a restricted group of purchasers. The Pledgor agrees that any such private sales may be at prices and other terms less favorable to the seller than if sold at public sales and that such private sales shall be deemed to have been made in a "commercially reasonable" manner within the meaning of the Uniform Commercial Code of the Commonwealth of Massachusetts, provided that the notice specified in Section 7.1 shall have been given to the Pledgor. The Pledgee shall be under no obligation to delay a sale of any of the Stock for the period of time necessary to permit the issuer of such securities to register such securities for public sale under the Securities Act, or such other federal banking or applicable laws, even if the issuer would agree to do so. Subject to the foregoing, the Pledgee agrees that any sale of the Stock shall be made in a commercially reasonable manner, and the Pledgor agrees to use its best efforts to cause the issuer or issuers of the Stock contemplated to be sold, to execute and deliver, and cause the directors and officers of such issuer to execute and deliver, all at the Pledgor's expense, all such instruments and documents, and to do or cause to be done all such other acts and things as may be necessary or, in the reasonable opinion of the Pledgee, advisable to exempt such Stock from registration under the provisions of the Securities Act, and to make all amendments to such instruments and documents which, in the opinion of the Pledgee, are necessary or advisable, all in conformity with the requirements of the Securities Act and the rules and regulations of the Securities and Exchange Commission applicable thereto. The Pledgor further agrees to use its best efforts to cause such issuer or issuers to comply with the provisions of the securities or "Blue Sky" laws of any jurisdiction which the Pledgee shall designate and, if required, to cause such issuer or issuers to make available to its security holders, as soon as practicable, an earnings statement (which need not be audited) which will satisfy the provisions of Section 11(a) of the Securities Act. 7.5 The Pledgor further agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make any sales of any portion or all of the Stock pursuant to this Section 7 valid and binding and in compliance with any and all applicable laws (including, without limitation, the Securities Act, the Securities Exchange Act of 1934, as amended, the rules and regulations of the Securities and Exchange Commission applicable thereto and all applicable state securities or "Blue Sky" laws), regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale of Pledged Collateral regardless of notice of sale having been given. Aames may adjourn any public or private sale from time to time by announcement sales, all at the time and place fixed thereforPledgor's expense. The Pledgor further agrees that a breach of any of the covenants contained in this Section 7 will cause irreparable injury to the Pledgee, and such sale may, without further notice, be made that the Pledgee has no adequate remedy at the time and place to which it was so adjourned. (b) Any cash held by Aames as Pledged Collateral and all cash proceeds received by Aames law in respect of such breach and, as a consequence, agrees that each and every covenant contained in this Section 7 shall be specifically enforceable against the Pledgor by the Pledgee and the Pledgor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants. 7.6 At any sale ofof Stock Collateral, collection from unless prohibited by applicable law, the Pledgee or other realization upon any holder of the Obligations may bid for and purchase all or any part of the Pledged Stock Collateral may, in the discretion so sold free from any such right or equity of Aames, be held by Aames as collateral for, and/or then or at any time thereafter be applied (after payment of any amounts payable to Aames pursuant to Section 12) in whole or in part by Aames against, all or any part of the Obligations in such order as Aames shall elect. Any surplus of such cash or cash proceeds held by Aames and remaining after payment in full of all the Obligations shall be paid over to the Pledgor or to whomsoever may be lawfully entitled to receive such surplusredemption.

Remedies Upon Default. If any Event of Default shall have occurred and --------------------- be continuingcontinuing under the Lease, then: (a) Aames Approved Custodian on behalf of Landlord may exercise in respect of the Pledged Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, Collateral all the rights and remedies of a secured party on default Landlord under the Uniform Commercial Code in effect in of the State Commonwealth of Delaware Massachusetts at that time (and in such capacity on behalf of Landlord, the "Code") (whether or not the Code applies to the affected Collateral), and Approved Custodian may also, without notice except as specified below, sell so much of the Pledged Collateral or any part thereof in one or more parcels packages at public or or, to the extent allowed by applicable law, private sale, at any exchange or exchange, broker's board or at any of the Approved Custodian's offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as Aames the Approved Custodian may deem commercially reasonable. The Pledgor Landlord and the Approved Custodian shall concurrently deliver to Tenant a copy of any communication between Landlord and Approved Custodian. Tenant agrees that, to the extent notice of sale shall be required by law, at least ten five (5) business days' notice to the Pledgor tenant of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. Aames The Approved Custodian shall not be obligated to make any sale of Pledged Collateral regardless of notice of sale having been given. Aames The Approved Custodian may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. Landlord agrees that it will realize upon the Collateral only by selling it in the recognized secondary market by either the Approved Custodian or another national brokerage firm. (b) Any cash held by Aames the Approved Custodian as Pledged Collateral and all cash proceeds received by Aames the Approved Custodian in respect of any sale of, collection from from, or other realization upon all or any part of, the Collateral following the occurrence of the Pledged Collateral may, a "Drawing Condition" (as defined in the discretion of Aames, be held by Aames as collateral for, and/or then or at any time thereafter Lease) shall be applied (after payment of any amounts payable to Aames pursuant to Section 12) in whole or in part by Aames against, all or any part of the Obligations in such order as Aames shall elect. Any surplus of such cash or cash proceeds held by Aames and remaining after payment in full of all the Obligations shall be paid over to the Pledgor or to whomsoever may be lawfully entitled to receive such surplus.Approved Custodian:

Remedies Upon Default. If any Event of Default shall have --------------------- occurred and be continuing: (a) Aames The Collateral Agent may exercise in respect of the Pledged Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, all of the rights and remedies of a secured party on default under the Uniform Commercial Code then in effect in the State of Delaware at that time (New York; and without limiting the "Code") (whether or not generality of the Code applies to the affected Collateral), foregoing and may also, without notice except as specified below, sell the Pledged Collateral or any part thereof in one or more parcels at public or private sale, at any exchange or broker's board or elsewhere, for cash, at such price or prices and on credit or for future delivery, and upon such other terms as Aames the Collateral Agent may deem commercially reasonable. The Pledgor agrees that, to the extent notice of sale shall be required by law, at least ten days10 Business Days' notice to the Pledgor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. Aames The Collateral Agent shall not be obligated to make any sale of Pledged Collateral regardless of notice of sale having been given. Aames The Collateral Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. (b) The Pledgor recognizes that it is impracticable to effect a public sale of all or any part of the Pledged Shares or any other securities constituting Pledged Collateral and that the Collateral Agent may, therefore, determine to make one or more private sales of any such securities to a restricted group of purchasers who will be obligated to agree, among other things, to acquire such securities for their own account, for investment and not with a view to the distribution or resale thereof. The Pledgor acknowledges that any such private sale may be at prices and on terms less favorable to the seller than the prices and other terms which might have been obtained at a public sale and, notwithstanding the foregoing, agrees that such private sales shall be deemed to have been made in a commercially reasonable manner and that the Collateral Agent shall have no obligation to delay sale of any such securities for the period of time necessary to permit the issuer of such securities to register such securities for public sale under the Securities Act. The Pledgor further acknowledges and agrees that any offer to sell such securities which has been (i) publicly advertised on a bona fide basis in a newspaper or other publication of general circulation in the financial community of New York, New York (to the extent that such an offer may be so advertised without prior registration under the Securities Act) or (ii) made privately in the manner described above to not less than fifteen bona fide offerees shall be deemed to ---- ---- involve a "public sale" for the purposes of Section 9-504(3) of the Code (or any successor or similar, applicable statutory provision) as then in effect in the State of New York, notwithstanding that such sale may not constitute a "public offering" under the Securities Act, and that the Collateral Agent may, in such event, bid for the purchase of such securities. (c) Any cash held by Aames the Collateral Agent as Pledged Collateral and all cash proceeds received by Aames the Collateral Agent in respect of any sale of, collection from from, or other realization upon upon, all or any part of the Pledged Collateral may, in the discretion of Aamesthe Collateral Agent, be held by Aames the Collateral Agent as collateral for, and/or then or at any time thereafter be applied (after payment of any amounts payable to Aames the Collateral Agent pursuant to Section 1210 hereof) in whole or in part by Aames the Collateral Agent against, all or any part of the Obligations in such order as Aames the Collateral Agent shall electelect consistent with the provisions of the Amended and Restated Financing Agreement. Any surplus of such cash or cash proceeds held by Aames the Collateral Agent and remaining after payment in full of all of the Obligations shall be paid over to the Pledgor or to whomsoever such person as may be lawfully entitled to receive such surplus. (d) In the event that the proceeds of any such sale, collection or realization are insufficient to pay all amounts to which the Collateral Agent or any Lender is legally entitled, the Pledgor shall be liable for the deficiency, together with interest thereon at the highest rate specified in the Amended and Restated Financing Agreement for interest on overdue principal thereof or such other rate as shall be fixed by applicable law, together with the costs of collection and the reasonable fees of any attorneys employed by the Collateral Agent and any Lender to collect such deficiency.

Remedies Upon Default. If any Event of Default shall have occurred and be continuing: (a) Aames The Collateral Agent may exercise in respect of the Pledged Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party on default under the Uniform Commercial Code (the “UCC”) in effect in the State of Delaware New York at that time (the "Code") (whether or not the Code UCC applies to the affected Collateral)Pledged Collateral at issue) to the fullest extent permitted under applicable law, and the Collateral Agent may also, without notice except as specified below, sell or liquidate the Pledged Collateral or any part thereof in one or more parcels at public or private sale, sale at any exchange or broker's board of the Collateral Agent’s offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as Aames the Collateral Agent may deem commercially reasonable. The Pledgor Each Borrower agrees that, to the extent notice of sale shall be required by law, at least ten days' ’ notice to the Pledgor such Borrower of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. Aames The Collateral Agent shall not be obligated to make any sale of Pledged Collateral or any part thereof regardless of notice of sale having been given. Aames The Collateral Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. (b) Any cash held by Aames the Collateral Agent as Pledged Collateral and all cash proceeds received by Aames the Collateral Agent in respect of any sale of, collection from from, or other realization upon upon, all or any part of the Pledged Collateral may, in the discretion of Aames, shall be held by Aames as collateral for, and/or then or at any time thereafter be applied (paid promptly after payment of any amounts payable to Aames pursuant to Section 12) receipt thereof in whole or in part by Aames against, all or any part of the Obligations in such order as Aames shall elect. Any surplus of such cash or cash proceeds held by Aames and remaining after payment in full of all the Obligations shall be paid over Collateral Agent pursuant to the Pledgor or to whomsoever may be lawfully entitled to receive such surplusSection 8.04(a).