0001193125-04-197584 Sample Contracts

MASTER LOAN AND SECURITY AGREEMENT Dated as of October 21, 2004 AAMES CAPITAL CORPORATION as a Borrower AAMES FUNDING CORPORATION as a Borrower and MORGAN STANLEY BANK as Lender
Master Loan and Security Agreement • November 15th, 2004 • Aames Investment Corp • Real estate investment trusts • New York

MASTER LOAN AND SECURITY AGREEMENT, dated as of October 21, 2004, among AAMES CAPITAL CORPORATION, a California corporation (“Aames Capital”), AAMES FUNDING CORPORATION, a California corporation (“Aames Funding” together with Aames Capital, each a “Borrower”, collectively the “Borrowers”), and MORGAN STANLEY BANK (the “Lender”).

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AMENDMENT NO. 1 TO THE MASTER LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • November 15th, 2004 • Aames Investment Corp • Real estate investment trusts • New York

AMENDMENT NO. 1, dated as of October 28, 2004 (this “Amendment”), to the Master Loan and Security Agreement, dated as of October 21, 2004 (as previously amended, supplemented or otherwise modified, the “Existing Loan Agreement”; as amended hereby and as further amended, restated, supplemented or otherwise modified and in effect from time to time, the “Loan Agreement”), among AAMES CAPITAL CORPORATION (“Aames Capital”), AAMES FUNDING CORPORATION (“Aames Funding”, together with Aames Capital, each a “Borrower”, collectively, the “Borrowers”) and MORGAN STANLEY BANK (the “Lender”). Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Existing Loan Agreement.

AMENDMENT NUMBER FOURTEEN to the Warehouse Loan and Security Agreement Dated as of February 10, 2000 as Amended and Restated to and including March 21, 2002 among AAMES CAPITAL CORPORATION AAMES INVESTMENT CORPORATION and GREENWICH CAPITAL FINANCIAL...
And Security Agreement • November 15th, 2004 • Aames Investment Corp • Real estate investment trusts • New York

This AMENDMENT NUMBER FOURTEEN is made this 26th day of October, 2004, among AAMES CAPITAL CORPORATION, AAMES FUNDING CORPORATION and AAMES INVESTMENT CORPORATION, each having an address at 350 South Grand Avenue, Los Angeles, California 90071 (each, a “Borrower” and collectively, “the Borrowers”) and GREENWICH CAPITAL FINANCIAL PRODUCTS, INC., having an address at 600 Steamboat Road, Greenwich, Connecticut 06830 (the “Lender”), to the Warehouse Loan and Security Agreement, dated as of February 10, 2000 as amended and restated to and including March 21, 2002, by and between the Borrowers and the Lender, as amended (the “Agreement”). Capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Agreement.

GUARANTY
Guaranty • November 15th, 2004 • Aames Investment Corp • Real estate investment trusts • New York

This GUARANTY, dated as of October 28, 2004, is made by AAMES INVESTMENT CORPORATION, a corporation organized under the laws of the State of Delaware (“Guarantor”), in favor of Lehman Brothers Bank, FSB, a corporation organized under the laws of the State of New York (“Lehman”).

SEVENTH AMENDMENT TO AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT GOVERNING PURCHASES AND SALES OF MORTGAGE LOANS
Master Repurchase • November 15th, 2004 • Aames Investment Corp • Real estate investment trusts • New York

This Amendment, dated as of October 28, 2004 (the “Seventh Amendment”), to the Amended and Restated Master Repurchase Agreement Governing Purchases and Sales of Mortgage Loans, dated as of July 30, 2003 (the “Master Repurchase Agreement”), as amended by the First Amendment to Amended and Restated Master Repurchase Agreement Governing Purchases and Sales of Mortgage Loans, dated as of November 19, 2003 (the “First Amendment”), the Second Amendment to Amended and Restated Master Repurchase Agreement Governing Purchases and Sales of Mortgage Loans, dated as of March 16, 2004 (the “Second Amendment”), the Third Amendment to Amended and Restated Master Repurchase Agreement Governing Purchases and Sales of Mortgage Loans, dated as of June 18, 2004 (the “Third Amendment”), the Fourth Amendment to Amended and Restated Master Repurchase Agreement Governing Purchases and Sales of Mortgage Loans, dated as of June 29, 2004 (the “Fourth Amendment”), the Fifth Amendment to Amended and Restated Maste

AMENDMENT NUMBER FIVE to the Master Loan and Security Agreement Dated as of July 22, 2003 by and between AAMES CAPITAL CORPORATION and CITIGROUP GLOBAL MARKETS REALTY CORP.
And Security Agreement • November 15th, 2004 • Aames Investment Corp • Real estate investment trusts • New York

This AMENDMENT NUMBER FIVE is made this 30th day of September, 2004, by and between AAMES CAPITAL CORPORATION, having an address at 350 South Grand Avenue, 43rd Floor, Los Angeles, California 90071 (the “Borrower”) and CITIGROUP GLOBAL MARKETS REALTY CORP., having an address at 350 Greenwich Street, 4th Floor, New York, New York 10013 (the “Lender”), to the Master Loan and Security Agreement, dated as of July 22, 2003, by and between the Borrower and the Lender, as amended (the “Agreement”). Capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Agreement.

AMENDMENT NUMBER SIX to the Master Loan and Security Agreement Dated as of July 22, 2003 by and between AAMES CAPITAL CORPORATION and CITIGROUP GLOBAL MARKETS REALTY CORP.
And Security Agreement • November 15th, 2004 • Aames Investment Corp • Real estate investment trusts • New York

This AMENDMENT NUMBER SIX is made this 26th day of October, 2004, by and between AAMES CAPITAL CORPORATION, having an address at 350 South Grand Avenue, 43rd Floor, Los Angeles, California 90071 (the “Borrower”) and CITIGROUP GLOBAL MARKETS REALTY CORP., having an address at 350 Greenwich Street, 4th Floor, New York, New York 10013 (the “Lender”), to the Master Loan and Security Agreement, dated as of July 22, 2003, by and between the Borrower and the Lender, as amended (the “Agreement”). Capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Agreement.

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