----------------------------------------------------------------------------
----------------------------------------------------------------------------
EXHIBIT 10.33
HISTORICAL ADVANCE PURCHASE AGREEMENT
BETWEEN
AAMES CAPITAL CORPORATION
AS SELLER,
AND
STEAMBOAT FINANCIAL PARTNERSHIP I, L.P.
AS BUYER
DATED AS OF FEBRUARY 24, 2000
----------------------------------------------------------------------------
----------------------------------------------------------------------------
HISTORICAL ADVANCE PURCHASE AGREEMENT
This HISTORICAL ADVANCE PURCHASE AGREEMENT, dated as of February 24, 2000
(as amended, supplemented or otherwise modified and in effect from time to time,
this "AGREEMENT"), is made by and between STEAMBOAT FINANCIAL PARTNERSHIP I,
L.P., a Delaware limited partnership, as buyer (the "BUYER"), and AAMES CAPITAL
CORPORATION, a California corporation, as seller (the "SELLER").
R E C I T A L S:
WHEREAS, in the ordinary course of the Seller's business, the Seller
enters into servicing agreements, which include the Scheduled Pooling and
Servicing Agreements (as defined below), pursuant to which the Seller acts as
servicer of portfolios of mortgage loans;
WHEREAS, pursuant to the Scheduled Pooling and Servicing Agreements, the
Seller has made Historical Advances (as defined below) which, subject to the
terms and conditions of this Agreement, the Seller now wishes to sell to the
Buyer, and the Buyer wishes to purchase from the Seller, on the Closing Date;
and
WHEREAS, concurrently with the sale contemplated herein, each of the
Scheduled Pooling and Servicing Agreements are being supplemented to reflect the
conveyance of the Historical Advances to Buyer, as Limited Servicer, and to
provide for the direct payment by the trustee under each Scheduled Pooling and
Servicing Agreement to the Buyer with respect to such Historical Advances;
NOW, THEREFORE, in consideration of the premises and mutual covenants
contained herein, and for good and sufficient consideration, the parties hereto,
intending to be legally bound, do hereby agree as follows:
ARTICLE I
DEFINITIONS
SECTION 1.1 CERTAIN DEFINED TERMS. All capitalized terms used herein and
not otherwise defined herein shall have the meaning ascribed to them in the
Scheduled Pooling and Servicing Agreements, and, to the extent not inconsistent
therewith, in the Limited Partnership Agreement, and the following capitalized
terms shall have the following meanings:
"AFFILIATE" shall mean, with respect to a Person, any other Person which
directly or indirectly controls, is controlled by or is under common control
with, such Person. The term "control" means the possession, directly or
indirectly, of the power to direct or cause the direction of the management and
policies of a Person, whether through the ownership of voting securities, by
contract or otherwise.
2
"BUSINESS DAY" shall mean any day other than (i) a Saturday or Sunday or
(ii) any other day on which banking institutions are authorized or required by
law, executive order or governmental decree to be closed in the States of
Delaware, New York or California.
"BUYER" shall have the meaning set forth in the recitals hereto.
"CERTIFICATE INSURER" shall mean the "Financial Guaranty Insurer" or the
"Certificate Insurer" as the case may be, in each case as defined in each
Scheduled Pooling and Servicing Agreement.
"CHIEF EXECUTIVE OFFICE" shall mean, with respect to the Seller or the
Buyer, the place where the Seller or the Buyer, as the case may be, is located,
within the meaning of Section 9-103(3)(d), or any analogous provision, of the
UCC, in effect in the jurisdiction whose Law governs the perfection of the
Buyer's ownership of any of the Historical Advances.
"CLOSING DATE" shall mean February 24, 2000.
"COLLECTION POLICY" shall mean the Seller's policies regarding the
collection and remittance of monies due under Historical Advances as promptly as
is reasonably practical and in accordance with the provisions of the Scheduled
Pooling and Servicing Agreements.
"CUT-OFF DATE" shall mean January 31, 2000.
"GAAP" shall mean generally accepted accounting principles in the United
States of America, applied on a consistent basis and applied to both
classification of items and amounts, and shall include, without limitation, the
official interpretations thereof by the Financial Accounting Standards Board,
its predecessors and successors.
"HISTORICAL ADVANCEs" shall mean, with respect to the Scheduled Pooling
and Servicing Agreements, the Monthly Advances and Servicing Advances made by
the Servicer, including all rights to repayment and reimbursement with respect
thereto, which remain unreimbursed as of the Cut-off Date, having an aggregate
balance of $17,647,503.88 as of the Cut-off Date, and the proceeds thereof, as
defined in the Relevant UCC, listed on Schedule 1 hereto.
"INDEMNIFIED PARTIES" shall have the meaning specified in Section 7.1
hereof.
"LAW" shall mean any law (including common law), constitution, statute,
treaty, regulation, rule, ordinance, order, injunction, writ, decree or award of
any Official Body.
"LIEN", in respect of the property of any Person, shall mean any
ownership interest of any other Person, any mortgage, deed of trust,
hypothecation, pledge, lien, security interest, financing statement, or charge
or other encumbrance or security arrangement of any nature whatsoever,
including, without limitation, any conditional sale or title retention
arrangement, and any assignment, deposit arrangement, consignment or lease
intended as, or having the effect of, security.
3
"LIMITED PARTNER CAPITAL ACCOUNT ADJUSTMENT" shall mean the positive
adjustment to the Capital Account of the Limited Partner in the Buyer as of the
Closing Date, as set forth in Schedule A to the Limited Partnership Agreement.
"LIMITED PARTNERSHIP AGREEMENT" shall mean the Limited Partnership
Agreement of Steamboat Financial Partnership I, L.P., dated as of June 10, 1999,
as amended by that certain Amendment No. 1 To Limited Partnership Agreement
dated as of February 24, 2000, as further amended or modified from time to
time.
"OFFICIAL BODY" shall mean any government or political subdivision or any
agency, authority, bureau, central bank, commission, department or
instrumentality of either, or any court, tribunal, grand jury or arbitrator, in
each case whether foreign or domestic.
"OUTSTANDING BALANCE" of any Historical Advance shall mean, at any time,
the then outstanding amount thereof.
"PERSON" shall mean an individual, corporation, limited liability
company, partnership (general or limited), trust, business trust, unincorporated
association, joint venture, joint-stock company, Official Body or any other
entity of whatever nature.
"PURCHASE" shall mean the purchase by the Buyer from the Seller of an
undivided ownership interest in the Historical Advances pursuant to Sections 2.1
and 2.2 hereof.
"PURCHASE PRICE" shall have the meaning specified in Section 2.2(c)
hereof.
"RECORDS" shall mean correspondence, memoranda, computer programs, tapes,
discs, papers, books or other documents or transcribed information of any type
whether expressed in ordinary or machine readable language.
"RELEVANT UCC" shall mean the UCC as in effect in the State of California
and in the jurisdiction whose Law governs the perfection of the Buyer's
ownership interests in the Historical Advances.
"REPURCHASE EVENT" shall mean, with respect to any Historical Advance
sold by the Seller to the Buyer pursuant to this Agreement, either (i) any
representation or warranty made by the Seller in Section 3.2 of this Agreement
with respect to such Historical Advance proves to have been false or misleading;
or (ii) the failure of the Buyer to have a perfected ownership interest in
such Historical Advance, free and clear of any Lien imposed by or in respect of
Seller.
"RESPONSIBLE OFFICER" shall mean, with respect to the Seller or the
Buyer, the chief executive officer, chief financial officer, or treasurer of
such Person and any other Person designated as a Responsible Officer by any such
officers, identified on the List of Responsible Officers attached as EXHIBIT D
hereto (as such list may be amended or supplemented from time to time) and
agreed to by the Seller and Buyer.
"SCHEDULED POOLING AND SERVICING AGREEMENTS" shall mean, collectively,
those pooling and servicing agreements described on SCHEDULE 2 attached hereto
to which the Seller is
4
a party, pursuant to which the Seller acts as the servicer of portfolios of
mortgage loans, or by which Seller's servicing obligations are governed. For
all purposes of this Agreement, the term "Scheduled Pooling and Servicing
Agreements" shall include the Scheduled Supplements thereto, and any and all
instruments, agreements, invoices or other writings, which gives rise to or
otherwise evidence any of the Historical Advances.
"SCHEDULED SUPPLEMENTS" shall mean, collectively, those supplements to
each Scheduled Pooling and Servicing Agreement, as restated and amended as of
June 10, 1999 and as further amended or modified from time to time.
"SCHEDULED TRUSTEE" shall mean each "Trustee" under each Scheduled
Pooling and Servicing Agreement.
"SELLER" shall have the meaning set forth in the recitals hereto.
"UCC" shall mean, with respect to any jurisdiction, the Uniform
Commercial Code, or any successor statute, or any comparable law, as the same
may from time to time be amended, supplemented or otherwise modified and in
effect in such jurisdiction.
SECTION 1.2 INTERPRETATION AND CONSTRUCTION. Unless the context of this
Agreement otherwise clearly requires, references to the plural include the
singular, the singular the plural and the part the whole. References in this
Agreement to "determination", "determine" and "determined" by the Buyer shall be
conclusive absent manifest error and include good faith estimates by the Buyer
(in the case of quantitative determinations), and the good faith belief of the
Buyer (in the case of qualitative determinations). The words "hereof",
"herein", "hereunder" and similar terms in this Agreement refer to this
Agreement as a whole and not to any particular provision of this Agreement.
Unless otherwise stated in this Agreement, in the computation of a period of
time from a specified date to a later specified date, the word "from" means
"from and including" and the words "to" and "until" each means "to but
excluding." The section and other headings contained in this Agreement are for
reference purposes only and shall not control or affect the construction of this
Agreement or the interpretation hereof in any respect. Section, subsection and
exhibit references are to this Agreement unless otherwise specified. As used in
this Agreement, the masculine, feminine or neuter gender shall each be deemed to
include the others whenever the context so indicates. All accounting terms not
specifically defined herein shall be construed in accordance with GAAP. Terms
not otherwise defined herein which are defined in the UCC as in effect in the
State of California on the date hereof shall have the respective meanings
ascribed to such terms therein unless the context otherwise clearly requires.
ARTICLE II
SALES AND TRANSFERS; SETTLEMENTS
SECTION 2.1 GENERAL TERMS. On the terms and conditions hereinafter set
forth, on the Closing Date, the Seller shall sell to the Buyer, and the Buyer
shall purchase from the Seller, without recourse, except as specifically set
forth herein, all right, title and interest of the Seller in, to and under the
Historical Advances.
5
SECTION 2.2 PURCHASE AND SALE.
(a) The Seller hereby irrevocably sells, sets over, assigns, transfers
and conveys to the Buyer and its successors and assigns, without recourse,
except as specifically set forth herein, and the Buyer hereby accepts, purchases
and receives from the Seller, all of the Seller's right, title, and interest in
and to the Historical Advances, together with all monies due or to become due in
respect thereof.
(b) The purchase price (the "PURCHASE PRICE") for the Historical
Advances shall be $15,000,378.30, plus the Limited Partner Capital Account
Adjustment. The Buyer shall pay and transfer to the Seller on the Closing Date
the cash portion of the Purchase Price, by wire transfer of immediately
available funds, and shall make the Limited Partner Capital Account Adjustment
in favor of Seller.
(c) The Purchase shall be made, and the Purchase Price paid as set forth
above, PROVIDED that all conditions precedent to the Purchase specified in
Section 4.1 shall have been satisfied.
SECTION 2.3 INTENDED AS SALE.
(a) It is the intention of the parties hereto that the Purchase shall
constitute a sale and assignment, which sale and assignment shall be absolute,
irrevocable and without recourse except as specifically provided herein and
shall provide the Buyer with the full benefits of ownership of the Historical
Advances. In the event that the Purchase is deemed by a court contrary to the
express intent of the parties to constitute a pledge rather than a sale and
assignment of the Historical Advances, the Buyer shall be treated as having a
first-priority, perfected security interest in and to, and lien on, the
Historical Advances. The possession by the Buyer or its agent of notes and such
other goods, money or documents related thereto, and the filing of Form UCC-1,
shall be deemed to be "possession by the secured party" and "perfection by
filing", respectively, for purposes of perfecting such security interest
pursuant to the Relevant UCC. The sale and conveyance hereunder of the
Historical Advances does not constitute an assumption by the Buyer or its
successors and assigns of any obligations of the Seller to any Person in
connection with the Historical Advances or under any Scheduled Pooling and
Servicing Agreement or any other agreement or instrument relating to the
Historical Advances.
(b) In connection with the Purchase, and to reflect the sale of the
Historical Advances by the Seller, the Seller agrees to record and file on or
prior to the Closing Date, at its own expense, financing statements with respect
to the Historical Advances, suitable to reflect the transfer of accounts and
general intangibles (each as defined in Article 9 of the Relevant UCC) and
meeting the requirements of applicable state Law in such manner and in such
jurisdictions as are necessary to perfect the sale, transfer and assignment of
the Historical Advances from the Seller to the Buyer, and to deliver
file-stamped copies of such financing statements or other evidence of such
filing satisfactory to the Buyer on the Closing Date or the day thereafter. In
addition to, and without limiting the foregoing, the Seller shall, upon the
request of the Buyer, in order to accurately reflect this transaction, execute
and file such financing or continuation
6
statements or amendments thereto or assignments thereof (as permitted
pursuant to Section 8.8 hereof) as may be reasonably requested by the Buyer.
(c) The Seller shall maintain its books and records, including but not
limited to any computer files and master data processing records, so that such
records that refer to Historical Advances sold hereunder shall indicate clearly
that the Seller's right, title and interest in such Historical Advances has been
sold to the Buyer. Indication of the Buyer's interest in Historical Advances
shall be deleted from or modified on the Seller's records when, and only when,
the Historical Advances shall have been paid in full or the Buyer's interest in
such Historical Advances shall have been repurchased or repaid by the Seller
hereunder.
SECTION 2.4 PROTECTION OF OWNERSHIP OF THE BUYER.
(a) The Seller agrees that from time to time, at its expense, it shall
promptly execute and deliver all additional instruments and documents and take
all additional action that the Buyer may reasonably request in order to perfect
the interests of the Buyer in, to and under, or to protect, the Historical
Advances, or to enable the Buyer to exercise or enforce any of its rights or
remedies hereunder. To the fullest extent permitted by applicable Law, the Buyer
and its successor and assigns shall be permitted to sign and file continuation
statements and amendments thereto without the Seller's signature if the Seller
shall have failed to sign such continuation statements, amendments or
assignments within five (5) Business Days after receipt of a request for such
execution from the Buyer. The Seller hereby irrevocably consents to Buyer's
execution in Seller's name of continuation statements, amendments or
assignments.
(b) At any reasonable time and from time to time at the Buyer's
reasonable request and upon seven days' prior notice to the Seller, for so long
as Seller is the Servicer under the Scheduled Pooling and Servicing Agreements,
the Seller shall permit such Person as the Buyer may designate to conduct audits
or visit and inspect the Chief Executive Office of the Seller to examine the
Records, internal controls and procedures maintained by the Seller with respect
to the Historical Advances and take copies and extracts therefrom, and to
discuss the Seller's affairs with its officers, employees and, upon notice to
the Seller, independent accountants. The Seller hereby authorizes such
officers, employees and independent accountants to discuss with the Buyer or its
designee the affairs of the Seller. Any audit provided for herein shall be
conducted in accordance with Seller's rules respecting safety and security on
its premises and without materially disrupting operations.
(c) If the Seller shall receive any payments with respect to Historical
Advances, the Seller shall hold such payments in trust and shall pay such
amounts to the applicable Scheduled Trustee in accordance with the terms of the
applicable Scheduled Pooling and Servicing Agreements.
(d) The Buyer shall have the right to do all such acts and things as it
may deem reasonably necessary to protect its interests hereunder, including,
without limitation, confirmation and verification of the existence, amount and
status of the Historical Advances.
7
SECTION 2.5 MANDATORY REPURCHASE UNDER CERTAIN CIRCUMSTANCES.
(a) The Seller shall promptly repurchase from the Buyer all of the
Historical Advances for a repurchase price equal to the aggregate Outstanding
Balance of all of the Historical Advances, if, at any time, the Buyer shall
cease to have a perfected ownership interest in all of the Historical Advances
purchased hereunder, free and clear of any Lien imposed by or in respect of
Seller, or if any of the representations or warranties made by the Seller in
Sections 3.1(b), (c), (f) and (i) prove to have been false or misleading in any
material respect as of the date on which they were made, except that, with
respect to the representations and warranties in Section 3.1(f), Seller shall be
obligated to repurchase the Historical Advances as provided herein only if the
failure of such representation and warranty results in any Form UCC-1 filed with
respect to the Historical Advances not having been filed in a location effective
to perfect a security interest (with respect to general intangibles) against the
Seller under the Relevant UCC.
(b) If a Repurchase Event occurs with respect to any particular
Historical Advance, the Seller shall promptly repurchase such Historical Advance
from the Buyer for a purchase price equal to the then Outstanding Balance of
such Historical Advance.
(c) Each of the Seller and the Buyer shall promptly notify the other if
it becomes aware of or receives notice of any fact or circumstance that could or
would cause the Seller to be obligated to repurchase any Historical Advance
pursuant to this Section 2.5 or any Historical Advance is not otherwise
recoverable. The repurchase price of any Historical Advances purchased
hereunder shall be deposited by Seller into an account designated by Buyer
within two (2) Business Days of Buyer notifying Seller that a Repurchase Event
has occurred, or of Seller becoming aware that such Repurchase Event has
occurred.
(d) Upon receipt by the Buyer of the Outstanding Balance of any
Historical Advance required to be repurchased by the Seller pursuant to this
Section 2.5, the Buyer shall automatically and without further action, be deemed
to sell, transfer, assign, set-over and otherwise convey to the Seller, without
recourse, representation or warranty, all the right, title and interest of the
Buyer in and to such Historical Advance and all monies due or to become due with
respect thereto; and such repurchased Historical Advance shall be treated by the
Buyer as collected in full as of the date on which it was transferred. The
Buyer shall execute such documents and instruments of transfer or assignment and
take such other actions as shall reasonably be requested by the Seller to effect
the conveyance of such Historical Advance and all monies due or to become due
with respect thereto, pursuant to this Section 2.5. Promptly following any such
repurchase, the Seller shall update Schedule 1 to remove therefrom such
repurchased Historical Advance, and deliver the same to the Buyer as so updated.
SECTION 2.6 TRANSFERS BY BUYER. The Seller acknowledges and agrees that
the Buyer may sell, assign, encumber or otherwise dispose of the Historical
Advances.
8
ARTICLE III
REPRESENTATIONS AND WARRANTIES
SECTION 3.1 REPRESENTATIONS AND WARRANTIES OF SELLER. The Seller hereby
represents and warrants to the Buyer on and as of the Closing Date that:
(a) ORGANIZATION AND QUALIFICATION. The Seller is a corporation duly
organized, validly existing and in good standing under the Laws of its
jurisdiction of incorporation. The Seller is duly qualified to do business as a
foreign corporation in good standing in each jurisdiction in which the ownership
of its properties or the nature of its activities (including transactions giving
rise to Historical Advances), or both, requires it to be so qualified or, if not
so qualified, the failure to so qualify would not have a material adverse effect
on its financial condition or results of operations.
(b) AUTHORITY. The Seller has the corporate power and authority to
execute and deliver this Agreement, to make the sales provided for herein and to
perform its obligations under this Agreement.
(c) EXECUTION AND BINDING EFFECT. This Agreement has been duly executed
and delivered by the Seller and, assuming the due and valid execution and
delivery hereof by the Buyer, constitutes the legal, valid and binding
obligation of the Seller, enforceable against the Seller in accordance with its
terms, except as the enforceability hereof may be limited by bankruptcy,
insolvency, reorganization or other similar Laws of general application relating
to or affecting the enforcement of creditors' rights generally or by general
principles of equity and will vest absolutely and unconditionally in the Buyer a
valid undivided ownership interest in the Historical Advances purported to be
assigned hereby, subject to no Liens whatsoever. Upon the filing of the
necessary financing statements under the UCC or under applicable Law as in
effect in the jurisdiction whose Law governs the perfection of the Buyer's
ownership interests in the Historical Advances, the Buyer's ownership interests
therein will be perfected under Article 9 of such UCC or under applicable Law,
prior to and enforceable against all creditors of and purchasers from the Seller
and all other Persons whatsoever (other than the Buyer and its successors and
assigns).
(d) AUTHORIZATIONS AND FILINGS. No authorization, consent, approval,
license, exemption or other action by, and no registration, qualification,
designation, declaration or filing with, any Official Body is or will be
necessary or, in the opinion of the Seller, advisable in connection with the
execution and delivery by the Seller of this Agreement, the consummation by the
Seller of the transactions herein contemplated or the performance by the Seller
of or the compliance by the Seller with the terms and conditions hereof, to
ensure the legality, validity or enforceability hereof, or to ensure that the
Buyer will have a valid undivided ownership interest in and to the Historical
Advances which is perfected and prior to all other Liens (including competing
ownership interests), other than the filing of financing statements under the
UCC in the jurisdiction of the Seller's Chief Executive Office.
9
(e) ABSENCE OF CONFLICTS. Neither the execution and delivery by the
Seller of this Agreement, nor the consummation by the Seller of the transactions
herein contemplated, nor the performance by the Seller of or the compliance by
the Seller with the terms and conditions hereof, will (i) violate any Law or
(ii) conflict with or result in a breach of or a (with due notice or lapse of
time or both) default under (A) the Certificate of Incorporation or By-laws of
the Seller or (B) any agreement or instrument, including, without limitation,
any and all indentures, debentures, loans, credit agreements or other agreements
to which the Seller is a party or by which it or any of its properties (now
owned or hereafter acquired) may be subject or bound (including, without
limitation, the Scheduled Pooling and Servicing Agreements). The Seller has not
entered into any agreement with any Person prohibiting, restricting or
conditioning the assignment of any portion of the Historical Advances.
(f) LOCATION OF CHIEF EXECUTIVE OFFICE, ETC. As of the date hereof:
(i) the Seller's Chief Executive Office is located at 000 Xxxxx Xxxxx Xxxxxx,
Xxx Xxxxxxx, Xxxxxxxxxx, 00000; (ii) the offices where the Seller keeps all of
its material Records are listed on EXHIBIT B hereto; and (iii) the Seller has,
within the last 5 years, operated only under the trade names identified in
EXHIBIT C hereto, and, within the last 5 years, has not changed its name, merged
or consolidated with any other corporation with assets over $1,000,000 or been
the subject of any proceeding under Xxxxx 00, Xxxxxx Xxxxxx Code (Bankruptcy),
except as disclosed in EXHIBIT C hereto.
(g) ACCURATE AND COMPLETE DISCLOSURE. No information furnished in
writing by the Seller to the Buyer pursuant to or in connection with this
Agreement is false or misleading in any material respect as of the date of which
such information was furnished (including by omission of material information
necessary to make such information not misleading).
(h) NO PROCEEDINGS. There are no proceedings or investigations pending,
or to the knowledge of the Seller threatened, before any Official Body (A)
asserting the invalidity of this Agreement, (B) seeking to prevent the
consummation of any of the transactions contemplated by this Agreement, or (C)
seeking any determination or ruling that might materially and adversely affect
(i) the performance by the Seller of its obligations under this Agreement or
(ii) the validity or enforceability of this Agreement, the Scheduled Pooling and
Servicing Agreements, or any of the Historical Advances.
(i) LITIGATION. No injunction, decree or other decision has been issued
or made by any Official Body that prevents, and to the knowledge of the Seller,
no threat by any Person has been made to attempt to obtain any such decision
that would have a material adverse impact on the value of the Historical
Advances or the performance of the Seller's obligations and the exercise of its
rights under the Scheduled Pooling and Servicing Agreements, or that would
materially adversely affect the collectibility of the Historical Advances as a
whole, except as set forth on EXHIBIT A hereto.
(j) TAXES. No Lien has been filed against the Seller on all or any
material portion of its property or assets in respect of any unpaid federal,
state or local taxes.
(k) BOOKS AND RECORDS The Seller has clearly indicated on its books and
records (including any computer files) that the Historical Advances have been
sold to the Buyer. For
10
accounting and tax purposes, the Seller shall treat the sale of the
Historical Advances hereunder as a sale. The Seller maintains at one or more
of the offices listed on EXHIBIT B hereto the complete records for the
Historical Advances.
(l) INVESTMENT COMPANY. The Seller is not an "investment company" or a
company "controlled" by an "investment company" within the meaning of the
Investment Company Act of 1940, as amended.
(m) NO FRAUDULENT CONVEYANCE. The transactions contemplated by this
Agreement are being consummated by the Seller in furtherance of the Seller's
ordinary business, with no contemplation of insolvency and with no intent to
hinder, delay or defraud any of its present or future creditors. By its receipt
of the Purchase Price hereunder, the Seller shall have received reasonably
equivalent value for the Historical Advances sold or otherwise conveyed to the
Buyer under this Agreement.
(n) SOLVENCY. The Seller is solvent and will not be rendered insolvent
by the transactions contemplated herein.
SECTION 3.2 REPRESENTATIONS AND WARRANTIES OF THE SELLER WITH RESPECT TO
THE SALE OF THE HISTORICAL ADVANCES. By selling Historical Advances to the
Buyer on the Closing Date, the Seller represents and warrants to the Buyer as of
the Closing Date (in addition to its other representations and warranties
contained herein or made pursuant hereto) that:
(a) SCHEDULED POOLING AND SERVICING AGREEMENTS. All of the Scheduled
Pooling and Servicing Agreements are in full force and effect and the Seller as
Servicer thereunder has not been terminated. Other than each Certificate
Insurer's right to terminate the applicable Scheduled Pooling and Servicing
Agreements based on Seller's failure to achieve certain delinquency and/or loss
targets, no event has occurred that would give any party to any Scheduled
Pooling and Servicing Agreement the right (including with notice or lapse of
time or both) to terminate the Seller for cause as the Servicer or Sub-Servicer
under any Scheduled Pooling and Servicing Agreement, and the Seller does not
have actual knowledge of any pending or threatened action to terminate the
Seller as Servicer or Sub-Servicer under any of the Scheduled Pooling and
Servicing Agreements.
(b) ASSIGNMENT. Subject to the execution and delivery by Greenwich
Capital Financial Products, Inc. ("Greenwich") of that certain Release of
Collateral dated as of February 24, 2000, releasing all assets conveyed pursuant
to that certain Historical Advance Purchase Agreement dated as of June 10, 1999
between Buyer and Seller, that certain Historical Advance Purchase Agreement
dated as of June 17, 1999 between Buyer and Seller and this Agreement (the
"Release"), and the execution, delivery and filing by Greenwich of the UCC-2
related to such Release, this Agreement vests in the Buyer all of the right,
title and interest in and to the Historical Advances, and constitutes a valid
sale of the Historical Advances, enforceable against, and creating an interest
prior in right to, all creditors of and purchasers from the Seller.
(c) NO LIENS. Subject to the execution and delivery by Greenwich of the
Release and the execution, delivery and filing by Greenwich of the UCC-2
related to such Release, each
11
Historical Advance is owned by the Seller free and clear of any Lien (except
any Lien of the Trust under the relevant Scheduled Pooling and Servicing
Agreement), except as provided herein, and is not subject to any dispute or
other adverse claim, except as provided herein. When the Buyer purchases the
Historical Advances, it shall acquire ownership of the Historical Advances,
free and clear of any Lien, except as provided herein.
(d) FILINGS. Subject to the execution and delivery by Greenwich of the
Release and the execution, delivery and filing by Greenwich of the UCC-2
related to such Release, on or prior to the Closing Date, all financing
statements and other documents required to be recorded or filed in order to
perfect and protect the Historical Advances against all creditors of, and
purchasers from, the Seller and all other Persons whatsoever have been duly
filed in each filing office necessary for such purpose and all filing fees and
taxes, if any, payable in connection with such filings have been paid in full
and all documents required to be filed to release any Liens on the Historical
Advances shall have been filed.
(e) COLLECTION POLICY. The Seller has complied in all material respects
with the Collection Policy in regard to each Historical Advance and the related
Scheduled Pooling and Servicing Agreement. The Seller has not extended or
modified the terms of any Historical Advance or the related Scheduled Pooling
and Servicing Agreement except in accordance with the Collection Policy.
(f) BONA FIDE HISTORICAL ADVANCE. Each Historical Advance is an
obligation arising out of the making of a Monthly Advance or Servicing Advance
by the Seller or a predecessor servicer, in its capacity as a servicer of a
portfolio of mortgage loans, pursuant to a Scheduled Pooling and Servicing
Agreement. Each Historical Advance relates to a Monthly Advance or Servicing
Advance that has been made in accordance with the terms of the related Scheduled
Pooling and Servicing Agreement. Subject to the execution and delivery by
Greenwich of the Release and the execution, delivery and filing by Greenwich of
the UCC-2 related to such Release, the Seller has no knowledge of any fact that
has led it to expect that such Historical Advance will not be fully recoverable
when the related mortgage loan is brought current or is liquidated and the
Seller had a good faith basis, at the time each Historical Advance was made, to
believe that such Historical Advance would be fully recoverable.
(g) ACCURACY OF SCHEDULE. The information set forth in SCHEDULE 1
(including ANNEX A to SCHEDULE 1) and in SCHEDULE 2 hereto with respect to the
Historical Advances and the Scheduled Pooling and Servicing Agreements is true
and correct in all material respects as of the date hereof.
(h) CREDITOR APPROVAL. Subject to the execution and delivery by
Greenwich of the Release and the execution, delivery and filing by Greenwich of
the UCC-2 related to such Release, the Seller has obtained from each Person that
may have an interest in the Historical Advances (i) all approvals that are
necessary to sell and assign the Historical Advances in the manner contemplated
by this Agreement and (ii) releases of any security interests in the Historical
Advances.
ARTICLE IV
12
CONDITIONS PRECEDENT
SECTION 4.1 CONDITIONS TO CLOSING. On the Closing Date, as a condition
precedent to the Buyer's obligations hereunder, all of the representations and
warranties of the Seller made herein shall be true and correct, the Seller shall
not be in breach of any of the agreements made herein, and the Seller shall
deliver to the Buyer the following documents and instruments, all of which shall
be in form and substance acceptable to the Buyer:
(a) A copy of the resolutions of the Board of Directors of the Seller,
certified as of the Closing Date by its secretary or assistant secretary
authorizing the execution, delivery and performance of this Agreement by the
Seller and approving the transactions contemplated hereby;
(b) The Certificate of Incorporation of the Seller, certified as of a
date reasonably near the Closing Date by the Secretary of State or other similar
official of the Seller's jurisdiction of incorporation;
(c) A good standing certificate for the Seller issued by the Secretary
of State or other similar official of the Seller's jurisdiction of
incorporation, certificates of qualification as a foreign corporation issued by
the Secretaries of State or other similar officials of each jurisdiction where
such qualification is material to the transactions contemplated by this
Agreement and certificates of the appropriate state official in each
jurisdiction specified by the Buyer as to the absence of any tax Liens against
the Seller under the Laws of such jurisdiction, each such certificate to be
dated a date reasonably near the Closing Date;
(d) A certificate of the secretary or an assistant secretary of the
Seller dated as of the Closing Date, certifying (i) the names and signatures of
the officers authorized on the Seller's behalf to execute, and the officers and
other employees authorized to perform, this Agreement by the Seller and (ii) a
copy of the Seller's By-laws;
(e) Executed copies of proper financing statements (Form UCC-l) naming
the Seller as seller/debtor in respect of the Historical Advances, and the
Buyer, as the purchaser/secured party, together with evidence of filing thereof
in the appropriate jurisdictions; or other similar instruments or documents as
may be necessary or, in the opinion of the Buyer, desirable under the UCC of all
appropriate jurisdictions to evidence or perfect the Buyer's ownership interests
in all of the Historical Advances;
(f) Executed copies of proper financing statements (Form UCC-3), if any,
necessary under the Laws of all appropriate jurisdictions to release all
security interests and other Liens or rights of any person in Historical
Advances previously granted by the Seller (except the Lien of a Trust under the
relevant Scheduled Pooling and Servicing Agreement);
(g) Certified copies of lien search reports dated a date reasonably near
the Closing Date listing all effective financing statements that name the Seller
(under its present name and any previous name or any trade names or "d.b.a."
name) as debtor and which are filed in jurisdictions in which the filings were
made pursuant to paragraph (e) above, together with
13
copies of such financing statements (none of which shall cover any of the
Historical Advances, the Scheduled Pooling and Servicing Agreements or any
related rights);
(h) A favorable opinion or opinions of the Seller's in-house counsel,
dated the date hereof and addressed to the Buyer relating to corporate matters,
legality and validity of this Agreement, and a favorable opinion or opinions of
O'Melveny & Xxxxx LLP, counsel to the Seller, dated the date hereof and
addressed to Buyer relating to the characterization of the transfer of the
Historical Advances in a bankruptcy case as an absolute transfer, enforceability
of this Agreement and of the Scheduled Supplements, the perfection of the
Buyer's ownership interests in the Historical Advances and such other matters as
the Buyer may reasonably request;
(i) An officer's certificate dated as of the Closing Date in a form
reasonably acceptable to the Buyer executed by a Responsible Officer of the
Seller to the effect that (i) all representations and warranties are true and
correct as of the Closing Date and (ii) all terms, covenants agreements and
conditions required to be complied with or performed on or prior to the Closing
Date have been complied with or performed on or prior to the Closing Date;
(j) Executed copies of all of the Scheduled Pooling and Servicing
Agreements, certified as true, complete and correct by an incumbent officer of
the Seller, except as noted in a certificate of such officer;
(k) Copies of all Scheduled Supplements, executed by all parties
thereto; and
(l) A true, complete, and correct list (which shall be in paper form and
may also be in the form of a computer file or tape) of the Historical Advances,
each of which shall be identified by the related Scheduled Pooling and Servicing
Agreement, loan number and Outstanding Balance, in the form of SCHEDULE 1 to
this Agreement.
ARTICLE V
COVENANTS
SECTION 5.1 COVENANTS OF THE SELLER. At all times during the term of
this Agreement, unless the Buyer shall otherwise consent in writing:
(a) ENFORCEABILITY OF OBLIGATIONS; REIMBURSEMENTS. The Seller shall
take such actions as are reasonable and within its power to ensure that, with
respect to each Historical Advance, that Buyer will receive reimbursements with
respect to such Historical Advance as promptly as practicable; PROVIDED HOWEVER,
that this subsection shall not constitute a guarantee of payment or collection.
The Seller shall enforce the right to receive reimbursement for each Historical
Advance against any and all parties to a Scheduled Pooling and Servicing
Agreement, if its usual and customary procedures do not result in such
reimbursement.
(b) FULFILLMENT OF OBLIGATIONS. The Seller shall duly observe and
perform, or cause to be observed or performed, all material obligations and
undertakings on its part to be observed and performed under or in connection
with this Agreement, the Collection Policies and
14
the Scheduled Pooling and Servicing Agreements; shall do nothing to impair
the rights, title and interest of the Buyer in and to the Historical Advances
or the right or ability of the Seller or the Buyer to realize thereon.
(c) NOTICE OF RELOCATION. The Seller shall give the Buyer thirty (30)
days' prior written notice of any relocation of its Chief Executive Office if,
as a result of such relocation, the applicable provisions of the UCC of any
applicable jurisdiction or other applicable Laws would require the filing of any
amendment of any previously filed financing statement or continuation statement
or of any new financing statement. The Seller will at all times maintain its
Chief Executive Office within a jurisdiction in the United States in which
Article 9 of the UCC (1972 or later revision) is in effect as of the date hereof
or the date of any such relocation.
(d) FURTHER INFORMATION. The Seller shall furnish or cause to be
furnished to the Buyer such other information as promptly as practicable, and in
such form and detail, as the Buyer may reasonably request.
(e) FEES, TAXES AND EXPENSES. The Seller shall pay all filing fees,
stamp taxes, other taxes and expenses that are incurred or assessed on account
of or arise out of this Agreement and the documents and transactions entered
into pursuant to this Agreement.
SECTION 5.2 NEGATIVE COVENANTS OF THE SELLER. At all times during the
term of this Agreement, unless the Buyer shall otherwise consent in writing:
(a) NO CHANGES. The Seller shall not change its name, identity or
corporate structure in any manner which would make any financing statement or
continuation statement filed in connection with this Agreement or the
transactions contemplated hereby misleading within the meaning of Section
9-402(7) of the UCC of any applicable jurisdiction or other applicable Laws
unless it shall have given the Buyer at least thirty (30) days' prior written
notice thereof and unless prior thereto it shall have caused such financing
statement or continuation statement to be amended or a new financing statement
to be filed such that such financing statement or continuation statement would
not be misleading.
(b) COLLECTION POLICY. The Seller shall not make, allow or consent to
any material change in its Collection Policy without prior written notification
to the Buyer.
ARTICLE VI
TERMINATION
SECTION 6.1 TERMINATION. The Seller's obligations under this Agreement
shall continue in full force and effect until all Historical Advances have been
paid or liquidated; PROVIDED, HOWEVER, that the indemnification and payment
provisions set forth in Article VII hereof shall be continuing and shall survive
termination of this Agreement.
ARTICLE VII
INDEMNIFICATION
15
SECTION 7.1 INDEMNITY.
(a) The Seller agrees to indemnify, defend and save harmless the Buyer
and any of its successors or permitted assignees (each, an "INDEMNIFIED PARTY"
and collectively, the "INDEMNIFIED PARTIES"), other than for the Indemnified
Party's own gross negligence or willful misconduct, forthwith on demand, from
and against any and all losses, claims, damages, liabilities, costs and expenses
(including, without limitation, all reasonable attorneys' fees and expenses,
expenses incurred by an Indemnified Party (or any successors thereto) and
expenses of settlement, litigation or preparation therefor) which any
Indemnified Party may incur or which may be asserted against any Indemnified
Party by any Person (whether on its own behalf or derivatively on behalf of the
Seller) arising from or incurred in connection with (i) any breach of a
representation, warranty or covenant by the Seller made or deemed made hereunder
or in connection herewith or the transactions contemplated hereby or (ii) any
action taken or, if the Seller is otherwise obligated to take action, failed to
be taken, by the Seller with respect to the Historical Advances or any of its
obligations hereunder including, without limitation, the Seller's failure to
comply with an applicable Law or regulation
(b) Promptly upon receipt by any Indemnified Party under this Section
7.1 of notice of the commencement of any suit, action, claim, proceeding or
governmental investigation against such Indemnified Party, such Indemnified
Party shall, if a claim in respect thereof is to be made against the Seller
hereunder, notify the Seller in writing of the commencement thereof. The Seller
may participate in and assume the defense and settlement of any such suit,
action, claim, proceeding or investigation at its expense, and no settlement
thereof shall be made without the approval of the Seller and the Indemnified
Party. The approval of either party will not be unreasonably withheld or
delayed.
(c) Each Indemnified Party shall use its good faith efforts to mitigate,
reduce or eliminate any losses, expenses or claims for indemnification.
ARTICLE VIII
MISCELLANEOUS
SECTION 8.1 SURVIVAL. The indemnification and payment provisions of
Article VII shall be continuing and shall survive any termination of this
Agreement, subject to applicable statutes of limitation; PROVIDED, HOWEVER, that
any such indemnification or payment claim must be presented to the Seller within
thirty (30) Business Days after the Person making such claim receives notice or
otherwise becomes aware of such claim, PROVIDED, FURTHER, however, that any
failure to give such notice shall not prejudice the rights of any Indemnified
Party except to the extent Seller is actually prejudiced by such failure to give
notice.
SECTION 8.2 AMENDMENTS. Any provision of this Agreement may be waived
or amended only in a writing signed by the parties hereto.
SECTION 8.3 NOTICES. Except as provided below, all communications and
notices provided for hereunder shall be in writing (including bank wire,
telecopy or electronic
16
facsimile transmission or similar writing) and shall be given to the other
party at its address or telecopy number set forth hereunder or at such other
address or telecopy number as such party may hereafter specify for the
purposes of notice to such party. Each such notice or other communication
shall be effective if given by facsimile, when such facsimile is transmitted
to the facsimile number specified in this Section 8.3 and the appropriate
written confirmation is received or, if given by any other means, when
received at the address specified in this Section 8.3. Each party further
agrees to deliver promptly to the other party a written confirmation of each
telephonic notice signed by an authorized officer of the Seller. However,
the absence of such confirmation shall not affect the validity of such notice.
If to the Buyer:
Steamboat Financial Partnership I, L.P.
c/o Random Properties Acquisition Corp. IV
000 Xxxxxxxxx Xxxx
Xxxxxxxxx, XX 00000
Attn: Xxxx Xxxxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
with a copy to:
Xxxxxxx Xxxxxxxx, Esq.
General Counsel
c/o Steamboat Financial, Inc.
000 Xxxxxxxxx Xxxx
Xxxxxxxxx, XX 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
If to the Seller:
Aames Capital Corporation
000 Xxxxx Xxxxx Xxxxxx
Xxx Xxxxxxx, XX 00000
Attention: Xxxxx Xxxxx, CFO
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
with a copy to:
Xxxx Xxxxxx, Esq.
Associate General Counsel
000 Xxxxx Xxxxx Xxxxxx
Xxx Xxxxxxx, XX 00000
17
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
SECTION 8.4 GOVERNING LAW; SUBMISSION TO JURISDICTION; WAIVER OF JURY
TRIAL; PROCESS AGENT. (a) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. The Seller and the Buyer
hereby submit to the nonexclusive jurisdiction of courts of the State of New
York located in the Borough of Manhattan and the United States District Court
for the Southern District of New York for purposes of adjudicating any claim or
controversy arising in connection with this Agreement or any of the transactions
contemplated hereby. The Seller and the Buyer hereby irrevocably waive, to the
fullest extent they may lawfully do so, any objection which they may now or
hereafter have to the laying of the venue of any such proceeding brought in such
a court and any claim that any such proceeding brought in such a court has been
brought in an inconvenient forum. Nothing in this Section 8.4 shall affect the
right of any Person to bring any action or proceeding against the Seller or the
Buyer or their respective properties in the courts of other jurisdictions. EACH
PARTY HERETO HEREBY WAIVES ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY
DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT, OR OTHERWISE ARISING OUT OF,
CONNECTED WITH, RELATED TO OR INCIDENTAL TO ANY RELATIONSHIP ESTABLISHED IN
CONNECTION WITH THIS AGREEMENT. INSTEAD, ANY DISPUTES RESOLVED IN COURT WILL BE
RESOLVED IN A BENCH TRIAL WITHOUT A JURY.
(b) THE SELLER HEREBY IRREVOCABLY DESIGNATES CT CORPORATION AS ITS
DESIGNEE, APPOINTEE AND AGENT TO RECEIVE, FOR AND ON BEHALF OF IT, SERVICE OF
PROCESS IN ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT. THE
SELLER FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OF ANY OF THE
AFOREMENTIONED COURTS IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES
THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO CT CORPORATION,
0000 XXXXXXXX, XXX XXXX, XXX XXXX, XX TO ITS ADDRESS FOR NOTICES IN SECTION 8.3,
WHICH SERVICE SHALL BECOME EFFECTIVE THREE (3) BUSINESS DAYS AFTER DEPOSIT IN
THE MAIL AND SHALL CONSTITUTE GOOD AND SUFFICIENT SERVICE. NOTHING HEREIN SHALL
AFFECT THE RIGHT OF THE BUYER TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY
LAW OR TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST THE SELLER IN
ANY OTHER JURISDICTION.
SECTION 8.5 NO IMPLIED WAIVER; CUMULATIVE REMEDIES. No course of
dealing and no delay or failure of the Buyer in exercising any right, power or
privilege under this Agreement shall affect any other or future exercise thereof
or the exercise of any other right, power or privilege; nor shall any single or
partial exercise of any such right, power or privilege or any abandonment or
discontinuance of steps to enforce such a right, power or privilege preclude any
further exercise thereof or of any other right, power or privilege. The rights
and remedies of the Buyer under this Agreement are cumulative and not exclusive
of any rights or remedies which the Buyer would otherwise have.
18
SECTION 8.6 NO DISCHARGE. The obligations of the Seller under this
Agreement shall be absolute and unconditional and shall remain in full force and
effect without regard to, and shall not be released, discharged or in any way
affected by (a) any exercise or nonexercise of any right, remedy, power or
privilege under or in respect of this Agreement or applicable Law, including,
without limitation, any failure to set-off or release in whole or in part by the
Buyer of any balance of any deposit account or credit on its books in favor of
the Buyer or any waiver, consent, extension, indulgence or other action or
inaction in respect of any thereof, or (b) any other act or thing or omission or
delay to do any other act or thing which would operate as a discharge of the
Buyer as a matter of law.
SECTION 8.7 PRIOR UNDERSTANDINGS. This Agreement sets forth the entire
understanding of the parties relating to the subject matter hereof and thereof,
and supersede all prior understandings and agreements, whether written or oral
with respect to the subject matter hereof and thereof.
SECTION 8.8 SUCCESSORS AND ASSIGNS. This Agreement shall be binding on
the parties hereto and their respective successors and assigns; provided,
however, that the Seller may not assign any of its rights or delegate any of its
duties hereunder without the prior written consent of the Buyer. No provision
of this Agreement shall in any manner restrict the ability of the Buyer to
assign, participate, grant security interests in, or otherwise transfer any
portion of the Historical Advances owned by the Buyer. The Seller further
agrees that notwithstanding any claim, counterclaim, right of setoff or defense
which it may have against the Buyer due to a breach by the Buyer of this
Agreement or for any other reason, and notwithstanding the bankruptcy of the
Buyer or any other event whatsoever, the Seller's sole remedy shall be a claim
against the Buyer for money damages, and in no event shall the Seller assert any
claim on or any interest in the Historical Advances or take any action which
would reduce or delay receipt of collections with respect to the Historical
Advances.
SECTION 8.09 SEVERABILITY; COUNTERPARTS. This Agreement may be executed
in any number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed shall be deemed to be an original
and all of which when taken together shall constitute one and the same
Agreement. Any provisions of this Agreement which are prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the
remaining provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable any other provision in
such jurisdiction or such provision in any other jurisdiction.
SECTION 8.10 EXPENSES. Seller shall pay Buyer's costs and expenses
reasonably incurred in connection with Buyer's negotiation, preparation,
execution and delivery of this Agreement, including the fees and out-of-pocket
expenses of Buyer's counsel, and Buyer's costs and expenses incurred in seeking
enforcement of any of Seller's obligations hereunder.
19
[Signature Page Follows]
20
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed and delivered by their duly authorized officers as of the date first
above set forth.
AAMES CAPITAL CORPORATION,
as Seller
By: ___________________________
Name:
Title:
STEAMBOAT FINANCIAL PARTNERSHIP I, L.P.
as Buyer
By: RANDOM PROPERTIES ACQUISITION
CORP. IV
its general partner
By: ___________________________
Name: Xxxxx Xxxxxxxx
Title: Senior Vice President
HISTORICAL ADVANCE PURCHASE AGREEMENT
21
EXHIBIT A
SCHEDULE OF LITIGATION
None
A-1
EXHIBIT B
SCHEDULE OF LOCATION OF RECORDS
Seller: 000 Xxxxx Xxxxx Xxxxxx
Xxx Xxxxxxx, XX 00000
B-1
EXHIBIT C
SCHEDULE OF CORPORATE NAMES,
TRADE NAMES OR ASSUMED NAMES AND SUBSIDIARIES
Corporate Name: Aames Capital Corp.
Trade Names: Aames Home Loan
Assumed Names: None
Subsidiaries: None
C-1
EXHIBIT D
LIST OF RESPONSIBLE OFFICERS
Responsible Officers of Seller: A. Xxx Xxxxxxxx
Xxxxx X. Xxxxx
Xxx X. Van Deuren
Xxxxxx Xxxxxxxxx
Xxxx Xxxxxxxxxxx
Xxxx Xxxxxx
Responsible Officers of Buyer: Xxxxxx X. XxXxxxxx
Xxxxxx Xxxxx III
Xxxxx Xxxxxxx
Xxxxxxx Xxxxxx
Xxxxx Xxxxxxx
D-1
SCHEDULE 1
SCHEDULE OF HISTORICAL ADVANCES
(As of the Cut-off Date)
S1-1
SCHEDULE 2
SCHEDULED POOLING AND SERVICING AGREEMENTS
Series Effective Date Parties
--------------------------------------------------------------------------
Series 1992-2 12/10/92 Aames Home Loan as Seller &
Servicer
Bankers Trust Company of
California, N.A. as Trustee
--------------------------------------------------------------------------
Series 1993-A 12/1/93 Aames Capital Corporation as
Seller & Servicer
Bankers Trust Company of
California, N.A. as Trustee
--------------------------------------------------------------------------
Series 1994-A 3/1/94 same as above
--------------------------------------------------------------------------
Series 1994-B 6/1/94 same as above
--------------------------------------------------------------------------
Series 1994-C 9/1/94 same as above
--------------------------------------------------------------------------
Series 1994-D 12/1/94 same as above
--------------------------------------------------------------------------
Series 1995-A 3/1/95 same as above
--------------------------------------------------------------------------
Series 1995-B 5/12/95 same as above
--------------------------------------------------------------------------
Series 1995-C 9/1/95 same as above
--------------------------------------------------------------------------
Series 1995-D 12/1/95 same as above
--------------------------------------------------------------------------
Series 1996-A 3/1/96 same as above
--------------------------------------------------------------------------
Series 1996-B 6/1/96 same as above
--------------------------------------------------------------------------
Series 1996-C 9/1/96 same as above
--------------------------------------------------------------------------
Series 1997-A 3/1/97 same as above
--------------------------------------------------------------------------
Series 1997-B 6/1/97 same as above
Amendment #1 11/1/98 same as above
--------------------------------------------------------------------------
Series 1997-C 9/1/97 same as above
Amendment #1 11/1/98 same as above
--------------------------------------------------------------------------
Series 1997-D 12/1/97 same as above
Amendment #1 12/1/97 same as above
--------------------------------------------------------------------------
Series 1998-A 3/1/98 same as above
Amendment #1 11/1/98 same as above
--------------------------------------------------------------------------
S2-1
--------------------------------------------------------------------------
Series 1998-B 6/1/98 Aames Capital Acceptance Corp.
as Transferor
Xxxx Capital Corporation as
Servicer
Bankers Trust Company of
California, N.A. as Trustee
Amendment #1 11/1/98 same as above
--------------------------------------------------------------------------
Series 1998-C 9/1/98 Aames Capital Corporation as
Seller & Servicer
Bankers Trust Company of
California, N.A. as Trustee
--------------------------------------------------------------------------
--------------------------------------------------------------------------
S2-2
