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EXHIBIT 10.1
SUBSEQUENT TRANSFER AGREEMENT
Pursuant to this Subsequent Transfer Agreement, dated as of September
28, 1998, by and between AAMES CAPITAL CORPORATION (the "Seller") and BANKERS
TRUST COMPANY OF CALIFORNIA, N.A., in its capacity as trustee for Aames Mortgage
Trust 1998-C (the "Trustee"), and pursuant to that certain Pooling and Servicing
Agreement dated as of September 1, 1998 (the "Pooling and Servicing Agreement"),
by and between Seller, as seller and servicer, and Trustee, as trustee, Seller
and Trustee agree to the sale by Seller and the purchase by Trustee of
additional mortgage loans (the "Subsequent Mortgage Loans") as listed on the
Mortgage Loan Schedules attached hereto as Schedule A and Schedule B.
Capitalized terms used and not defined herein shall have their
respective meanings as set forth in the Pooling and Servicing Agreement.
Section 1. Purchase and Conveyance of Subsequent Mortgage Loans.
(a) The Seller does hereby sell, transfer, assign, set over and convey
to Trustee, as of the respective Subsequent Transfer Dates set forth in
Attachment A and Attachment B hereto (the "Subsequent Transfer Dates)":
(i) all right, title and interest of such Seller in and to the
Subsequent Mortgage Loans owned by it and listed on Schedule A
and Schedule B hereto, including, without limitation, the
related Mortgages, Mortgage Files and Mortgage Notes, and all
payments on, and proceeds with respect to, such Subsequent
Mortgage Loans received on and after the Subsequent Cut-off
Date except such payments and proceeds as the Servicer is
entitled to retain pursuant to the express provisions of the
Pooling and Servicing Agreement;
(ii) all right, title and interest of such Seller in the
Mortgages on the properties securing the Subsequent Mortgage
Loans, including any related Mortgaged Property acquired by or
on behalf of the Trust by foreclosure or deed in lieu of
foreclosure or otherwise;
(iii) all right, title and interest of such Seller in and to
any rights in or proceeds from any insurance policies
(including title insurance policies) covering the Subsequent
Mortgage Loans, the related Mortgaged Properties or Mortgagors
and any amounts recovered from third parties in respect of any
Subsequent Mortgage Loans that became Liquidated Mortgage
Loans; and
(iv) the proceeds of all of the foregoing.
(b) With respect to each Subsequent Mortgage Loan, the Seller,
contemporaneously with the delivery of this Agreement, has delivered or caused
to be delivered to the Trustee each item set forth in Section 2.01 of the
Pooling and Servicing Agreement. The transfer to the Trustee by the Seller of
the Subsequent Mortgage Loans identified on Schedule A and Schedule B hereto
shall be absolute and is intended by the Seller, the Servicer, the Trustee and
the Certificateholders to constitute and to be treated as a sale by the Seller.
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(c) The expenses and costs related to the delivery of the Subsequent
Mortgage Loans, this Agreement and the Pooling and Servicing Agreement shall be
borne by the Seller.
(d) Additional terms of the sales, including the purchase prices, are
set forth on Attachment A and Attachment B hereto.
Section 2. Representations and Warranties; Conditions Precedent.
(a) The Seller hereby affirms the representations and warranties set
forth in Section 2.05 of the Pooling and Servicing Agreement that relate to the
Subsequent Mortgage Loans as of the respective Subsequent Transfer Dates. The
Seller hereby affirms that each of the conditions set forth in Section 2.02 of
the Pooling and Servicing Agreement (except such conditions which are required
to be satisfied as of the end of the Funding Period) is satisfied as of the
respective Subsequent Transfer Dates.
(b) All terms and conditions of the Pooling and Servicing Agreement are
hereby ratified and confirmed; provided, however, that in the event of any
conflict, the provisions of this Agreement shall control over the conflicting
provisions of the Pooling and Servicing Agreement.
Section 3. Recordation of Agreement.
This Agreement is subject to recordation in all appropriate public
offices for real property records in all the counties or other comparable
jurisdictions in which any or all of the Mortgaged Properties are situated, and
in any other appropriate public recording office or elsewhere, such recordation
to be effected by the Servicer and at its expense, in the event such recordation
materially and beneficially affects the interests of Certificateholders.
For the purpose of facilitating the recordation of this Agreement as
herein provided and for other purposes, this Agreement may be executed
simultaneously in any number of counterparts, each of which counterparts shall
be deemed to be an original, and all such counterparts shall constitute but one
and the same instrument.
Section 4. Governing Law.
This Agreement shall be construed in accordance with the laws of the
State of California (without regard to conflict of laws principles and the
application of the laws of any other jurisdiction), and the obligations, rights
and remedies of the parties hereunder shall be determined in accordance with
such laws.
Section 5. Successors and Assigns.
This Agreement shall inure to the benefit of and be binding upon the
Seller and the Trustee and their respective successors and assigns. The
Certificate Insurer is a third party beneficiary hereto and shall be entitled to
enforce the provisions hereof as if a party hereto.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed by their respective officers, all as of the day and year first
above written.
AAMES CAPITAL CORPORATION,
as Seller
By: /s/ XXXXXX X. XXXXXX
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Name: Xxxxxx X. Xxxxxx
Title: Executive Vice President
and Chief Credit Officer
BANKERS TRUST COMPANY OF
CALIFORNIA, N.A., as
Trustee for Aames Mortgage Trust
1998-C
By: /s/ XXXXX X. XXXX
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Name: Xxxxx X. Xxxx
Title: Assistant Secretary
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State of California )
) ss:
County of Los Angeles )
On September 25, 1998, before me, Xxxxxxxx X. Xxxxx, personally
appeared Xxxxxx X. Xxxxxx, [X] personally known to me, or [ ] proved to me on
the basis of satisfactory evidence to be the person whose name is subscribed to
the within instrument and acknowledged to me that he executed same in his
authorized capacity, and that by his signature on the instrument the person, or
the entity upon behalf of which the person acted, executed the instrument.
WITNESS my hand and official seal.
/s/ XXXXXXXX XXXXX
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Notary Public
[Notarial Seal]
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State of California )
) ss:
County of Orange )
On this 25th day of September, 1998, before me, Xxxxx X. Xxxxxx,
personally appeared Xxxxx X. Xxxx, [X] personally known to me [ ] or proved to
me on the basis of satisfactory evidence, to be the person whose name is
subscribed to the within instrument and acknowledged to me that she executed
same in her authorized capacity, and that by her signature on the instrument the
person, or the entity upon behalf of which the person acted, executed the
instrument.
WITNESS my hand and official seal.
/s/ XXXXX X. XXXXXX
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Notary Public
[Notarial Seal]
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ATTACHMENT A
Subsequent Transfer Date: September 25, 1998
Subsequent Cut-off Date: September 25, 0000
Xxxxxxxxx of the Principal Balances of
Subsequent Mortgage Loans in the Fixed Rate Group: $ 47,000,197.52
Aggregate of the Purchase Prices of
Subsequent Mortgage Loans in the Fixed Rate Group: $ 47,000,197.52
Number of Subsequent Mortgage Loans in the Fixed Rate Group: 703
A-1
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ATTACHMENT B
Subsequent Transfer Date: September 25, 1998
Subsequent Cut-off Date: September 25, 0000
Xxxxxxxxx of the Principal Balances of
Subsequent Mortgage Loans in the Adjustable Rate Group: $ 18,350,023.10
Aggregate of the Purchase Prices of
Subsequent Mortgage Loans in the Adjustable Rate Group: $ 18,350,023.10
Number of Subsequent Mortgage Loans in the Adjustable Rate Group: 180
A-2
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CERTIFICATE PURSUANT TO
SECTION 2.02 OF THE POOLING AND SERVICING AGREEMENT
The undersigned, Xxxxxx X. Xxxxxx, Executive Vice President and Chief
Credit Officer of Aames Capital Corporation, a California corporation (the
"Company"), does certify that:
(i) this certificate is signed pursuant to Section 2.02 of the Pooling
and Servicing Agreement, dated as of September 1, 1998 (the "Pooling and
Servicing Agreement"), by and between the Company and Bankers Trust Company of
California, N.A., as Trustee;
(ii) each condition precedent specified in Section 2.02 of the Pooling
and Servicing Agreement and the Subsequent Transfer Agreement dated as of
September 28, 1998 (the "Subsequent Transfer Agreement") has been satisfied as
of the respective Subsequent Transfer Dates set forth in Attachment A and
Attachment B to the Subsequent Transfer Agreement (the "Subsequent Transfer
Dates");
(iii) each of the representations and warranties set forth in Section A
of Schedule II to the Pooling and Servicing Agreement is made at the respective
Subsequent Transfer Dates;
(iv) each of the representations and warranties set forth in Section B
of Schedule II to the Pooling and Servicing Agreement is made at the date
hereof;
(v) the Company was not insolvent nor was made insolvent by the
transfer of the related Subsequent Mortgage Loans nor is aware of any pending
insolvency at the date hereof; and
(vi) the addition of the Subsequent Mortgage Loans will not result in a
material adverse tax consequence to the Trust or the Holders of Offered
Certificates.
Capitalized terms used herein and not defined herein shall have their
respective meanings as set forth in the Pooling and Servicing Agreement.
IN WITNESS WHEREOF, the undersigned has hereunto signed his name as of
this 28th day of September, 1998.
/s/ XXXXXX X. XXXXXX
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Name: Xxxxxx X. Xxxxxx
Title: Executive Vice President
and Chief Credit Officer
