EXHIBIT 10.1
EXECUTION
AAMES MORTGAGE TRUST 1998-C
SUPPLEMENT NO. 1
TO
POOLING AND SERVICING AGREEMENT
DATED AS OF JUNE 10, 1999
TABLE OF CONTENTS
PAGE
DEFINITIONS. ...........................................................2
ARTICLE 1. LIMITED SERVICER...........................................6
Section 1.01 Appointment of Limited Servicer............................6
Section 1.02 Obligations of Limited Servicer............................6
ARTICLE 2. SUPPLEMENTAL SERVICER......................................7
Section 2.01 Appointment of Supplemental Servicer; Term.................7
Section 2.02 Supplemental Advances......................................7
Section 2.03 Termination of Supplemental Servicer.......................8
ARTICLE 3. SUPPLEMENTAL SERVICER AND LIMITED SERVICER.................9
Section 3.01 Liability of the Supplemental Servicer and Limited
Servicer...................................................9
Section 3.02 Supplemental Servicer and Limited Servicer Not to
Resign.....................................................9
Section 3.03 Merger or Consolidation of, or Assumption of the
Obligations of, the Supplemental Servicer and Limited
Servicer...................................................9
ARTICLE 4. SERVICER OBLIGATIONS......................................10
ARTICLE 5. COLLECTIONS; VERIFICATION.................................10
Section 5.01 Collection Account........................................10
Section 5.02 Deposits into and Withdrawals from the Collection
Account...................................................10
Section 5.03 Reimbursement Account.....................................11
Section 5.04 Trustee Permitted to Withdraw to Cure Mistakes............11
Section 5.05 (a)Servicer Disbursement Advice...........................11
(b)Servicer Classification Advice.........................11
Section 5.06 Verification Agent........................................12
Section 5.07 Additional Servicer Reports...............................12
ARTICLE 6. ALLOCATIONS...............................................12
Section 6.01 FIFO Allocation...........................................12
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Section 6.02 Replacement and Reimbursement of Collection Account
Advances..................................................13
ARTICLE 7. APPLICATIONS OF UNRESTRICTED LATE COLLECTIONS.............13
Section 7.01 Historical Advances.......................................13
Section 7.02 Supplemental/Primary Advances.............................13
(a)Prior to the Termination Date..........................13
(b)Following the Termination Date.........................14
(c)Following Servicer Termination.........................14
Section 7.03 Successor Servicer Advances...............................15
ARTICLE 8. APPLICATIONS OF ADDITIONAL FUNDS..........................15
Section 8.01 Prior to the Termination Date.............................15
Section 8.02 Following the Termination Date............................15
Section 8.03 Following Servicer Termination............................16
ARTICLE 9. NO OWNERSHIP OF SUPPLEMENTAL ADVANCES OR ADDITIONAL
FUNDS.....................................................16
Section 9.01 No Ownership of Supplemental Advances or Additional
Funds.....................................................16
ARTICLE 10. MISCELLANEOUS PROVISIONS..................................16
Section 10.01 Other Provisions of Pooling Agreement.....................16
Section 10.02 Governing Law.............................................17
Section 10.03 Severability of Provisions................................17
Section 10.04 Rights of Trustee.........................................17
Section 10.05 Notices...................................................18
Section 10.06 Suspension of Certain Provisions; Appointment
of Sub-servicers..........................................18
Section 10.07 Assignment................................................19
Section 10.08 Counterparts..............................................19
Schedule A: Schedule of Excluded Monthly Advances and Servicing Advances...A-1
Schedule B: Schedule of Scheduled Trusts...................................B-1
Exhibit A: Form of Servicer Disbursement Advice...........................A-1
Exhibit B: Form of Servicer Classification Advice.........................B-1
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AAMES MORTGAGE TRUST 1998-C
SUPPLEMENT NO. 1
TO
POOLING AND SERVICING AGREEMENT
DATED AS OF JUNE 10, 1999
THIS SUPPLEMENT NO. 1 (this "Supplement") to that certain Pooling
and Servicing Agreement, dated as of September 1, 1998 in respect of the Aames
Mortgage Trust 1998-C (the "Pooling Agreement") is entered into as of the 10th
day of June, 1999, among Aames Capital Corporation ("ACC"), in its capacities as
seller and servicer under the Pooling Agreement and this Supplement, Bankers
Trust Company of California, N.A., in its capacity as Trustee (in such capacity,
the "Trustee") under the Pooling Agreement and this Supplement, Greenwich
Capital Financial Products, Inc. ("Greenwich"), as supplemental servicer with
respect to Supplemental Advances hereunder (in such capacity, the "Supplemental
Servicer") and Steamboat Financial Partnership I, L.P., a Delaware limited
partnership ("Steamboat LP") as supplemental servicer with respect to Historical
Advances hereunder (in such capacity, the "Limited Servicer"), in order to
amend, clarify and supplement certain provisions of said Pooling Agreement
relating to the making and reimbursement of Monthly Advances and Servicing
Advances effective as of the Deposit Date occurring on the date of this
Supplement. Capitalized terms used and not otherwise defined herein have the
meanings ascribed thereto in the Pooling Agreement.
WHEREAS, pursuant to Section 11.01 of the Pooling Agreement,
amendments may be made to the Pooling Agreement to add any provision with
respect to matters or questions arising under the Pooling Agreement without the
consent of the holders of the Certificates provided specified conditions are
satisfied (the "No-Consent Provision"); and
WHEREAS, the Trustee and the Certificate Insurer have each received
an Opinion of Counsel to the effect that the amendments to the Pooling Agreement
effected by this Supplement are permissible under the No-Consent Provision; and
WHEREAS, the parties hereto wish to amend and clarify certain
provisions of the Pooling Agreement concerning the Servicer's deposit of
Collections with respect to the Mortgage Loans and the making of and
reimbursement of Monthly Advances and Servicing Advances, and to amend or add
certain definitions and other provisions ancillary thereto; and
WHEREAS, the parties hereto wish to add Greenwich as Supplemental
Servicer of the Trust with respect to making and maintaining Supplemental
Advances and to add Steamboat LP as Limited Servicer of the Trust with respect
to carrying and maintaining the Historical Advances; and
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WHEREAS, concurrently herewith, ACC has conveyed (the "Conveyance")
to Steamboat LP its rights, as Servicer under the Pooling Agreement, to receive
payments from the Trust in reimbursement for Historical Advances, and, in
connection therewith, wishes to add certain provisions to the Pooling Agreement
to provide for proper allocations and disbursements with respect to such rights;
and
WHEREAS, ACC desires that the Trustee acknowledge the Conveyance and
recognize Steamboat LP as the entity entitled to reimbursement of Historical
Advances as and to the extent provided in the Pooling Agreement and this
Supplement to the same extent as if Steamboat LP had made the Historical
Advances directly to the Trust; and
WHEREAS, the Certificate Insurer has indicated its willingness to
consent to this Supplement; and
WHEREAS, each Rating Agency has confirmed in writing to the Trustee
that the amendments effected by this Supplement will not result in a
qualification, reduction or withdrawal of the rating assigned to any Class of
Certificates rated by such Rating Agency, and to the Certificate Insurer that
the "shadow rating" assigned to any Class of Certificates rated by such Rating
Agency will not be negatively effected by the amendments contained in this
Supplement.
NOW, THEREFORE, pursuant to the provisions of the Pooling Agreement
concerning clarification and amendment thereof, and in consideration of the
amendments, agreements and other provisions herein contained and of certain
other good and valuable consideration the receipt and sufficiency of which is
hereby acknowledged by the parties hereto, it is hereby agreed between ACC, the
Trustee, Greenwich and Steamboat LP as follows:
DEFINITIONS.
The following definitions are hereby added to Section 1.01 of the
Pooling Agreement:
"Advice": Shall have the meaning set forth in Section 5.06
hereof.
"Additional Funds": The Monthly Servicing Fee (less any amounts
applicable to Compensating Interest) and all other items of servicing
compensation specified in the Pooling Agreement, including, without limitation,
assumption fees, late payment charges, charges for checks returned for
insufficient funds, prepayment fees and extension and other administrative
charges actually received by the Servicer, plus investment earnings on Permitted
Investments in the Collection Account, Certificate Account and Reimbursement
Account.
"Additional Trustee Fee": Fees and expenses of the Trustee under
this Supplement, as set forth in a separate agreement between the Trustee and
ACC.
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"Available Funds": All amounts required to be deposited in the
Certificate Account on each Deposit Date pursuant to Section 3.02(e) of the
Pooling Agreement.
"BPO": Broker's price opinion.
"Collections": All collections on the Mortgage Loans received by the
Servicer, including, without limitation, Monthly Mortgage Payments, Trust
Insurance Proceeds, Liquidation Proceeds, Payments Ahead, assumption fees, late
payment charges, charges for checks returned for insufficient funds, prepayment
fees or extension and other administrative charges actually received by the
Servicer, but excluding Third-Party Payments.
"Collection Account Advances": The Current Period Advances made on
any Deposit Date out of amounts on deposit in the Collection Account on such
Deposit Date as and to the extent permitted by the second sentence of Section
5.02(a) of the Pooling Agreement.
"Corporate Advance": The Current Period Advances made by the
Servicer on any Deposit Date out of its own corporate funds.
"Current Period Advance": That portion of the Monthly Advance to be
made on any Deposit Date which would be eligible to be made out of amounts on
deposit in the Collection Account on such Deposit Date, such eligibility
determined for purposes of this definition without regard to whether funds
sufficient for such purpose are actually on deposit in the Collection Account on
such Deposit Date.
"FIFO": First-in-first-out.
"Global Maximum Advance Obligation": The maximum aggregate amount of
Supplemental Advances that may be outstanding at any time with respect to all of
the outstanding Scheduled Trusts, which initially shall be $40,000,000. The
Global Maximum Advance Obligation is subject to increase or decrease by mutual
written agreement of the Servicer and the Supplemental Servicer as evidenced by
the aggregate amount set forth on the Global Maximum Advance Obligation Schedule
and countersigned by the Servicer and the Supplemental Servicer.
"Global Maximum Advance Obligation Schedule": The schedule
setting forth for each Scheduled Trust the following information: (i) the
Maximum Advance Obligation with respect to each Scheduled Trust and (ii) the
Global Maximum Advance Obligation.
"Historical Advances": Those Monthly Advances and Servicing Advances
having been made by the Servicer and remaining unreimbursed as of May 31, 1999
and having an aggregate outstanding balance of $2,357,107.93 as of such date,
including all rights to repayment and reimbursement with respect thereto, but
exclusive of those Monthly Advances and Servicing Advances set forth on Schedule
A hereto. Historical Advances do not include Collection Account Advances.
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"Late Collections": All Collections received by the Servicer in
respect of a Mortgage Loan (including as late Monthly Mortgage Payments,
Liquidation Proceeds and Insurance Proceeds) to the extent comprising amounts in
respect of which Monthly Advances or Servicing Advances (including any
Supplemental Advance and Historical Advances) have been made with respect to
such Mortgage Loan.
"Limited Servicer": Steamboat Financial Partnership I, L.P.
"Limited Servicer Fee": With respect to any Distribution Date
(beginning in July 1999) and the related Collection Period during which
Historical Advances are outstanding, an amount equal to (a) one-twelfth of 0.17%
of the aggregate Principal Balances of the Mortgage Loans as of the close of
Servicer's business on the Determination Date occurring in the preceding month
multiplied by (b) a fraction the numerator of which is the aggregate Historical
Advances outstanding as of the close of Servicer's business on the Deposit Date
in the month preceding such Distribution Date and the denominator of which is
the aggregate Historical Advances outstanding on the date hereof.
"Maximum Advance Obligation": The maximum aggregate amount of
Supplemental Advances that may be outstanding at any time under this Supplement,
as set forth in the Global Maximum Advance Obligation Schedule, subject to
increase or decrease upon not less than five (5) Business Days' prior written
notice from the Servicer to the Supplemental Servicer and the Trustee as
evidenced by the amount set forth on the Global Maximum Advance Obligation
Schedule with respect to the Trust.
"Monthly Servicing Fee": Shall have the same meaning assigned
thereto in the Pooling Agreement, provided that the following clause shall be
deleted from the last sentence of such definition "to the Servicer as servicing
compensation hereunder pursuant to Section 3.08".
"Monthly Supplemental Servicing Fee": With respect to any
Distribution Date (beginning in July 1999) and the related Collection Period
during which Supplemental Advances are outstanding, one-twelfth of 10.0% of the
outstanding aggregate balance of Supplemental Advances as of the close of
Servicer's business on the Distribution Date occurring in the preceding month.
"Non-Participating Successor Servicer": A Successor Servicer which
in accordance with Section 2.01 (b) hereof, has assumed the obligations of the
Supplemental Servicer to make Supplemental Advances hereunder.
"Participating Successor Servicer": A Successor Servicer which, in
accordance with Section 2.01(b) hereof, has elected not to assume the
obligations of the Supplemental Servicer to make Supplemental Advances
hereunder.
"Pre-Residual Reimbursement Amounts": Amounts distributed in
reimbursement of unreimbursed Monthly Advances and Servicing Advances as
permitted by the last sentence of Section 5.02(a) of the Pooling Agreement as
that sentence relates to the Servicer's right to be
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repaid Monthly Advances from certain amounts specified in Section 5.01 of the
Pooling Agreement.
"Primary Advance": The portion of each Replacement Advance not
covered by a Supplemental Advance.
"Reimbursement Account": The Reimbursement Account established as a
trust account pursuant to Section 5.03 hereof and held by the Trustee in the
Trustee's name for the benefit of the Supplemental Servicer and Limited Servicer
(subject to withdrawal by the Trustee in accordance with the distribution
provisions set forth in this Supplement).
"Replacement Advance": That portion of the Monthly Advance required
to be made on any Deposit Date pursuant to the second proviso of Section 5.02(a)
of the Pooling Agreement to replace the Collection Account Advance with respect
to the immediately preceding Deposit Date less the portion of such Collection
Account Advance deemed replaced (with Restricted Late Collections) pursuant to
Section 6.02 of this Supplement.
"Restricted Late Collections": With respect to any Mortgage Loans as
to which Collection Account Advances have been made on a Deposit Date,
subsequent Late Collections allocated to such Collection Account Advance
pursuant to the first-in-first-out provisions of Section 6.01 of this
Supplement.
"Scheduled Trust": Each of the trusts created by ACC or an
affiliate and listed on Schedule B hereto.
"Servicer Classification Advice": The report prepared by the
Servicer and verified by the Verification Agent as described by Section 5.05(b)
of this Supplement.
"Servicer Disbursement Advice": The report prepared by the Servicer
and verified by the Verification Agent as described in Section 5.05(a) of this
Supplement.
"Successor Servicer": A successor servicer appointed under the
Pooling Agreement to perform the duties of the "Servicer" thereunder and
hereunder.
"Successor Servicer Advances": Monthly Advances and Servicing
Advances made by (a) a Participating Successor Servicer on any date which
follows the Termination Date and on which no Supplemental Advances are
outstanding or (b) a Non-Participating Successor Servicer.
"Supplemental Advance": With respect to each Deposit Date, an amount
equal to 80% of the Replacement Advances required to be made on such date, as
such percentage may be increased or decreased from time to time by written
agreement between the Servicer and the Supplemental Servicer.
"Supplemental Advance Ratio": As of any Deposit Date occurring on or
after July 12, 1999, the percentage equivalent of a fraction, the numerator of
which is the aggregate
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outstanding amount of unreimbursed Supplemental Advances, and the denominator of
which is the sum of the aggregate outstanding amount of unreimbursed Replacement
Advances and Corporate Advances. (For clarification, Historical Advances are not
a part of or calculated in determining the Supplemental Advance Ratio.)
"Supplemental Servicer": Greenwich, or any permitted successor
or assign.
"Supplemental Servicing Term": Subject to the termination provisions
of Section 2.03 hereof, the period commencing on the Deposit Date in June 1999
through and including the Deposit Date in May 2000, as the same may be extended
pursuant to Section 2.01 hereof.
"Supplemental/Primary Advances": For purposes of Section 6.01 and
7.02 hereof, Monthly Advances and Servicing Advances outstanding on any date of
determination which are not Historical Advances or Successor Servicer Advances.
"Termination Date": The date on which the Supplemental Servicing
Term expires or is terminated pursuant to Section 2.01, 2.03 or 10.03 hereof.
"Third-Party Payments": Amounts received by the Servicer and paid or
payable to third parties with respect to any Mortgage Loan pursuant to the
provisions of such Mortgage Loan or of the Pooling Agreement, including amounts
received by the Servicer for the account of Mortgagors for application towards
the payment of taxes, insurance premiums, assessments and similar items or in
repair of the related Mortgaged Property (rather than in reduction of the
balance of the related Mortgage Loan).
"Unrestricted Late Collections": With respect to any Mortgage Loan
as to which a Replacement Advance, Corporate Advance or Servicing Advance
remains unreimbursed, subsequent Late Collections with respect to such Mortgage
Loan plus Pre-Residual Reimbursement Amounts allocated to such unreimbursed
Replacement Advances, Corporate Advances or Servicing Advances, as the case may
be, pursuant to the first-in-first-out allocation provisions of Section 6.01
hereof.
"Verification Agent": The firm of independent accountants appointed
pursuant to Section 5.06 hereof to perform the duties specified in Article 5
hereof.
"Verification Agent Fees": Fees and expenses of the Verification
Agent as set forth in a separate agreement between the Verification Agent and
ACC.
Capitalized terms used herein and not otherwise defined shall have the
respective meanings assigned thereto in the Pooling Agreement.
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ARTICLE 1. LIMITED SERVICER
SECTION 1.01 APPOINTMENT OF LIMITED SERVICER. Steamboat LP is hereby
appointed Limited Servicer for the period from the date hereof through and
including the later of (x) the Distribution Date on which all Historical
Advances have been reimbursed to the Limited Servicer or (y) the date on which
the last Mortgage Loan for which a Historical Advance is outstanding has been
liquidated, all proceeds related thereto have been distributed in accordance
with the Pooling Agreement and this Supplement and the Servicer has notified the
Trustee, the Certificate Insurer and the Limited Servicer in writing that in its
good faith judgment no additional proceeds are recoverable in respect of such
Mortgage Loan.
SECTION 1.02 OBLIGATIONS OF LIMITED SERVICER. Simultaneous with its
appointment pursuant to Section 1.01 hereof, the Limited Servicer will acquire
the Historical Advances from the Servicer and the Servicer shall thereafter have
no obligation to carry or maintain such Historical Advances on behalf of the
Trust. Following such acquisition, the Limited Servicer will for purposes of
reimbursement be deemed to have made such Historical Advances directly to the
Trust and will be substituted for the Servicer in all respects as regards such
Historical Advances.
ARTICLE 2. SUPPLEMENTAL SERVICER
SECTION 2.01 APPOINTMENT OF SUPPLEMENTAL SERVICER; TERM.
(A) Greenwich is hereby appointed the Supplemental Servicer for the
Supplemental Servicing Term. The Supplemental Servicing Term may be extended
upon (i) written request by the Trustee at the request of the Servicer to extend
the obligations of the Supplemental Servicer under this Supplement to and
including the Deposit Date that occurs in May of the next succeeding calendar
year, received by the Supplemental Servicer not more than 120 nor less than 90
days prior to the scheduled date of expiration, and (ii) written notice of
acceptance delivered by the Supplemental Servicer to the Trustee (with a copy to
the Servicer) not later than 60 days prior to the scheduled date of expiration.
Upon any such extension, the Trustee will provide written notice to each of the
Certificateholders, each Rating Agency and the Certificate Insurer.
(B) In the event ACC ceases to be Servicer under the Pooling
Agreement, the Supplemental Servicer's obligations hereunder will continue until
the Termination Date (as it may have been extended pursuant to Section 2.01(a)),
unless: (i) the Trustee, at the request of the Successor Servicer shall have
delivered written notice (with a copy of such notice delivered within one
Business Day thereof to the Certificate Insurer) to the Supplemental Servicer of
such Successor Servicer's election to assume the obligations of the Supplemental
Servicer to make Supplemental Advances hereunder (and thereby become a
Non-Participating Successor Servicer), received by the Supplemental Servicer and
the Certificate Insurer no later than the date that is one Business Day prior to
the Deposit Date immediately following the date ACC ceases to
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be Servicer under the Pooling Agreement or (ii) the Supplemental Servicer shall
have received written notice from the Certificate Insurer prior to 9:00 a.m. New
York City time one Business Day prior to the Deposit Date immediately following
the date ACC ceases to be the Servicer under the Pooling Agreement that the
Certificate Insurer objects to such continuation.
SECTION 2.02 SUPPLEMENTAL ADVANCES. On each Deposit Date on which a
Monthly Advance is to be made pursuant to the Pooling Agreement, the
Supplemental Servicer shall be responsible for making Supplemental Advances in
the amounts specified in the Servicer Disbursement Advice by making a wire
transfer of such amounts in immediately available funds to the Certificate
Account (or to an Eligible Account designated and held by the Trustee in trust
for the Trust for deposit by the Trustee to the Certificate Account); provided
that the Supplemental Servicer may but shall not be required to make a
Supplemental Advance (a) as to which the Servicer has failed to make the related
Primary Advance, (b) with respect to any Mortgage Loan if the Servicer or
Supplemental Servicer determines that the mortgage or deed of trust securing the
related Mortgage Loan does not constitute a first lien on the related Mortgaged
Property; (c) to the extent the making of such Supplemental Advance would (i)
cause the aggregate unreimbursed Supplemental Advances to exceed the Maximum
Advance Obligation or cause the aggregate of all Supplemental Advances for each
of the Scheduled Trusts (including the Trust) to exceed the Global Maximum
Advance Obligation or (ii) cause the Supplemental Advance Ratio to exceed 75%
after giving effect to any distribution in repayment of Supplement Advances to
be made on the immediately succeeding Distribution Date as set forth in the
related Servicer Disbursement Advice; (d) with respect to any Mortgage Loan to
the extent the making of such Supplemental Advance would cause the aggregate
unreimbursed Monthly Advances and Servicing Advances for such Mortgage Loans to
exceed 25% of the lesser of (i) the related Cut-off Date Principal Balance and
(ii) commencing with the Deposit Date occurring in July 1999, with respect to a
Mortgage Loan delinquent more than 90 days, the market value of the related
Mortgaged Property as reflected on the most recent BPO, if any, for such
property obtained by the Servicer or the Supplemental Servicer; (e) if the
Servicer Disbursement Advice setting out the Supplemental Advance to be made for
any Deposit Date has not been verified by the Verification Agent and delivered
to the Supplemental Servicer at least five (5) Business Days prior to the
related Deposit Date; (f) if the Supplemental Servicer determines in its sole
good faith discretion that such Supplemental Advance would not be ultimately
recoverable by the Servicer from Late Collections; (g) with respect to any
Mortgage Loan, if the Cut-off Date Principal Balance or most recent BPO for the
related property is less than $35,000; or (h) if a BPO is not made available by
the Servicer to the Supplemental Servicer at least 5 Business Days prior to the
related Deposit Date beginning in July 1999 for a Mortgage Loan as to which a
BPO is required to be obtained under the Servicer's "Foreclosure Loss Severity
Guidelines" (or substantially similar guidelines of a Participating Successor
Servicer, if applicable) which guidelines shall not be amended without the
Supplemental Servicer's consent. In the event any Supplemental Advance would
cause the Global Maximum Advance Obligation to be exceeded with respect to any
Distribution Date, the Servicer shall give the Supplemental Servicer notice by
12:00 p.m. (noon) New York City time on the Business Day preceding the related
Deposit Date of the Scheduled Trust or Trusts for which the Servicer will make
additional Primary Advances such that the Global Maximum Advance Obligation will
not be exceeded; provided that if such
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notice has not been given to the Supplemental Servicer by such time on such
date, the Supplemental Servicer shall reduce the amount of its Supplemental
Advances to each of the Scheduled Trusts requiring Monthly Advances on such
Deposit Date on a pro rata basis based on the amount of unreimbursed
Supplemental Advances to each of such Scheduled Trusts. In the event a
Participating Successor Servicer has replaced the Servicer, the term "Servicer"
as used in this Section 2.02 shall be deemed a reference to such Participating
Successor Servicer.
SECTION 2.03 TERMINATION OF SUPPLEMENTAL SERVICER. If the
Supplemental Servicer shall fail on any Deposit Date during the Supplemental
Servicing Term to make the Supplemental Advances required to be made on such
Deposit Date and such failure shall not be remedied within two Business Days of
delivery of written notice to the Supplemental Servicer by the Trustee or the
Servicer, the Supplemental Servicer shall be deemed to be terminated and the
Supplemental Servicing Term shall be deemed to terminate as of 5:00 p.m. (New
York time) on such Business Day, and thereafter the Monthly Supplemental
Servicing Fee otherwise payable hereunder shall be reduced by 66%.
ARTICLE 3. SUPPLEMENTAL SERVICER AND LIMITED SERVICER
SECTION 3.01 LIABILITY OF THE SUPPLEMENTAL SERVICER AND LIMITED
SERVICER. Each of the Supplemental Servicer and Limited Servicer shall be liable
in accordance herewith only to the extent of the obligations specifically
imposed upon and undertaken by the Supplemental Servicer and Limited Servicer,
as applicable, herein. None of the Supplemental Servicer, the Limited Servicer
nor any of their respective directors, officers, employees or agents shall be
under any liability to the Trustee, the Trust or the Certificateholders for any
action taken or for refraining from the taking of any action by them in
accordance with this Supplement or for errors in judgment; provided, however,
that this provision shall not protect the Supplemental Servicer or the Limited
Servicer or any such person against any liability that would otherwise be
imposed by reason of willful misfeasance, bad faith or negligence in the
performance of the duties of the Supplemental Servicer and Limited Servicer, as
applicable, or by reason of reckless disregard of the obligations and duties of
the Supplemental Servicer hereunder. Each of the Supplemental Servicer and
Limited Servicer may, at its own expense, consult with counsel and any written
advice or opinion obtained from legal counsel shall be full and complete
authorization and protection in respect of any action taken or suffered or
omitted by it hereunder in good faith and in accordance with such written advice
or opinion, so long as such counsel was selected with reasonable care. Each of
the Supplemental Servicer and Limited Servicer and any director, officer,
employee or agent thereof may rely in good faith on any document of any kind
prima facie properly executed and submitted by any Person respecting any matters
arising hereunder. The Supplemental Servicer and Limited Servicer shall not be
under any obligation to appear in, prosecute or defend any legal action
unrelated to any action taken or suffered or omitted by it hereunder.
SECTION 3.02 SUPPLEMENTAL SERVICER AND LIMITED SERVICER NOT TO
RESIGN. Subject to the provisions of Section 3.03 regarding the merger or
consolidation into or with
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another entity, the Supplemental Servicer and Limited Servicer shall not resign
from the obligations and duties hereby imposed on it except upon determination
that the performance of its duties or obligations hereunder is no longer
permissible under applicable law or regulation or is in material conflict by
reason of applicable law or regulation with any other activities carried on by
it at the date of this Supplement. Any such determination permitting the
resignation of the Supplemental Servicer or Limited Servicer pursuant to this
Section shall be evidenced by an Opinion of Counsel, obtained at its own
expense, to such effect delivered to the Servicer and the Trustee, so long as
such counsel was selected with reasonable care. The Trustee shall give prompt
written notice to each of the Rating Agencies and the Certificate Insurer of a
resignation pursuant to this Section.
SECTION 3.03 MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE
OBLIGATIONS OF, THE SUPPLEMENTAL SERVICER AND LIMITED SERVICER. Any corporation
or other entity (i) into which the Supplemental Servicer or Limited Servicer may
be merged or consolidated, (ii) that may result from any merger, conversion or
consolidation to which the Supplemental Servicer or Limited Servicer shall be a
party, or (iii) that may succeed to all or substantially all of the business of
the Supplemental Servicer or Limited Servicer, as the case may be, which
corporation or other entity shall, in any case where an assumption shall not be
effected by operation of law, execute an agreement of assumption to perform
every obligation of the Supplemental Servicer or Limited Servicer, as the case
may be, under this Supplement, and shall be the successor thereto under this
Supplement without the execution or filing of any document or any further act by
any of the parties to this Supplement; except that if the Supplemental Servicer
or Limited Servicer, as the case may be, is not the surviving entity, then the
surviving entity shall execute and deliver to the Trustee an agreement of
assumption to perform every obligation thereof hereunder.
ARTICLE 4. SERVICER OBLIGATIONS
SECTION 4.01 The Servicer shall remain solely and exclusively
responsible for making each Primary Advance, Corporate Advance, and causing each
Collection Account Advance to be made on each Deposit Date. Notwithstanding
anything to the contrary contained in this Supplement, the Servicer shall
continue to be responsible for making each Monthly Advance pursuant to Section
5.02(a) of the Pooling Agreement on each Deposit Date in the event the
Supplemental Servicer fails to make any required Supplemental Advance on the
date required hereunder.
ARTICLE 5. COLLECTIONS; VERIFICATION
SECTION 5.01 COLLECTION ACCOUNT. Notwithstanding the provisions of
Section 3.02 of the Pooling Agreement and the related definitions, effective as
of the date hereof, the Collection Account and all amounts on deposit therein
will be transferred to a trust account maintained by the Trustee on behalf of
the Trust. The Collection Account will thereafter be maintained by the Trustee
as a segregated trust account that is an Eligible Account, and will be
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entitled "[Name of Trustee], in trust for the benefit of Aames Mortgage Trust
1998-C Trust, Series 1998-C, Collection Account." The provisions of Section 3.02
of the Pooling Agreement concerning investment of amounts held in the Collection
Account are not amended hereby, and investment income with respect thereto shall
be included in Additional Funds.
SECTION 5.02 DEPOSITS INTO AND WITHDRAWALS FROM THE COLLECTION
ACCOUNT.
(A) Notwithstanding the provisions of the Pooling Agreement, but
subject to the provisions of Section 10.06 hereof, from and after the date
hereof, the Servicer will no longer be permitted to make deposits in the
Collection Account on a net basis and shall be required to deposit into the
Collection Account all Collections, as soon as practicable, but in no event
later than the close of business on the second Business Day after the Servicer's
receipt thereof.
(B) Effective as of the date hereof, at or before 11:00 a.m. Los
Angeles time on each Deposit Date, the Trustee shall, based on the amounts
identified in the Servicer Remittance Report, withdraw from the Collection
Account all amounts on deposit therein that constitute any portion of Available
Funds for a Mortgage Loan Group and the related Distribution Date and deposit
such amounts in the Certificate Account; provided, however, that amounts in the
Collection Account and designated as Unrestricted Late Collections or Additional
Funds in the Servicer Disbursement Advice and/or Servicer Classification Advice
shall not be transferred from the Collection Account to the Certificate Account.
In the event the Servicer Disbursement Advice and/or Servicer Classification
Advice are not received by the dates required hereunder, the Trustee will
nonetheless be required to make the transfer of Available Funds from the
Collection Account to the Certificate Account on the Deposit Date.
(C) On each Deposit Date, the Trustee shall, based on the amounts
identified in the Servicer Disbursement Advice, withdraw from the Collection
Account all amounts on deposit therein that constitute Unrestricted Late
Collections or Additional Funds received during the immediately preceding
Collection Period, and transfer such amounts to the Reimbursement Account.
(D) On each Deposit Date to the extent the Servicer has delivered a
Servicer Classification Advice with respect to such Deposit Date that identifies
funds in the Collection Account as not consisting of Restricted Late
Collections, Unrestricted Late Collections or Additional Funds, the Servicer
(without double counting amounts to be deposited in the Certificate Account as a
Monthly Advance pursuant to Section 5.02(b) hereof) will be entitled to direct
the Trustee to withdraw such amounts from the Collection Account for deposit
into the Certificate Account as a Collection Account Advance to the extent of
the amount permitted to be so transferred pursuant to Section 5.02(a) of the
Pooling Agreement.
SECTION 5.03 REIMBURSEMENT ACCOUNT. The Trustee will establish and
maintain the Reimbursement Account as a segregated trust account that is an
Eligible Account entitled "[name of Trustee], as trustee under the Series 1998-C
Pooling and Servicing Agreement dated September 1, 1998, between Aames Capital
Corporation and Bankers Trust Company, as
Page 11
amended, Reimbursement Account." All amounts held in the Reimbursement Account
shall be invested by the depository institution or trust company then
maintaining the account at the written direction of the Servicer in Permitted
Investments that mature not later than the Distribution Date next succeeding the
date of investment. All net income and gain realized from any such investment
shall be considered Additional Funds. Any losses realized in connection with any
such investment shall be for the account of the Servicer and the Servicer shall
deposit or cause to be deposited the amount of such loss (to the extent not
offset by income from other investments) in the Reimbursement Account
immediately upon the realization of such loss.
SECTION 5.04 TRUSTEE PERMITTED TO WITHDRAW TO CURE Mistakes. In the
event deposits are mistakenly made in the Certificate Account, Collection
Account or Reimbursement Account, any amount not required to be so deposited (as
evidenced by a verified Servicer Disbursement Advice), may at any time be
withdrawn by the Trustee from the relevant account and deposited in the
appropriate account, any provision herein to the contrary notwithstanding.
SECTION 5.05 (A) SERVICER DISBURSEMENT ADVICE. From the date hereof,
the Servicer shall prepare and deliver to the Trustee, the Supplemental
Servicer, the Limited Servicer, the Rating Agencies and the Certificate Insurer
not later than the fifth Business Day following the end of each Collection
Period, the Servicer Disbursement Advice in the form of Exhibit A hereto,
verified in accordance with Section 5.06 hereof.
(B) SERVICER CLASSIFICATION ADVICE. From the date hereof, the
Servicer shall prepare and deliver to the Trustee, the Limited Servicer, the
Supplemental Servicer, the Rating Agencies and the Certificate Insurer not later
than one Business Day prior to each Deposit Date, the Servicer Classification
Advice in the form of Exhibit B hereto, verified in accordance with Section 5.06
hereof.
SECTION 5.06 VERIFICATION AGENT. The Servicer will appoint as
Verification Agent a nationally-recognized firm of independent accountants
reasonably acceptable to the Supplemental Servicer, Trustee and Certificate
Insurer. The Servicer hereby appoints KPMG LLP as the initial Verification
Agent. Not later than the third Business Day prior to each date on which a
Servicer Disbursement Advice is due as set forth in Section 5.05 hereof and not
later than one Business Day prior to each date on which a Servicer
Classification Advice (Servicer Disbursement Advice and Servicer Classification
Advice, collectively "Advice") is due as set forth in Section 5.05 hereof, the
Servicer will deliver to the Verification Agent and the Verification Agent will
review such Advice and the Verification Agent shall verify the calculations of
the amounts set forth therein. In the event the Verification Agent disagrees
with any amounts set forth in an Advice, it shall immediately (but in no event
more than 4 hours after receipt) notify the Servicer and the Certificate Insurer
of its findings. Any such disagreement must be resolved as between the Servicer
and the Verification Agent by 11:00 a.m. Los Angeles time on the day on which
such Advice is due pursuant to Section 5.05 hereof. In the event any such
disagreement cannot be resolved by such time on such date, the findings of the
Verification Agent shall be final and binding, and the Servicer shall submit as
final, such amended report (if
Page 12
applicable) to the Trustee, the Limited Servicer, the Supplemental Servicer, the
Rating Agencies and the Certificate Insurer. The findings of the Verification
Agent in any Advice shall be conclusive and shall be binding on all parties,
absent manifest error. The fees and expenses of the Verification Agent will be
payable by the Servicer, and will not be obligations of the Trust. In the event
the fees and expenses of the Verification Agent are not promptly paid by the
Servicer, the Verification Agent shall be permitted to be paid from Unrestricted
Late Collections as set forth in Article 7 hereof.
SECTION 5.07 ADDITIONAL SERVICER REPORTS. The Servicer will maintain
records of each Monthly Advance and each Servicing Advance and the reimbursement
of such advances on a loan-by-loan basis, which records shall be available upon
request during normal business hours on any Business Day to the Verification
Agent, the Trustee, the Supplemental Servicer, the Certificate Insurer, the
Rating Agencies and the Limited Servicer. All loan-level data and remittance
information will be made available to the Supplemental Servicer and the Limited
Servicer by magnetic tape monthly at the expense of the Servicer.
ARTICLE 6. ALLOCATIONS
SECTION 6.01 FIFO ALLOCATION. For purposes of determining whether a
Late Collection should be allocated to the repayment of a Historical Advance, a
Supplemental/Primary Advance or a Successor Servicer Advance hereunder, all
Unrestricted Late Collections consisting of collections of late Monthly Mortgage
Payments will be allocated, with respect to the Monthly Advances outstanding for
each Mortgage Loan, on a FIFO basis. For purposes of determining whether a Late
Collection should be allocated to the repayment of a Historical Advance, a
Supplemental/Primary Advance or a Successor Servicer Advance hereunder, all
Unrestricted Late Collections consisting of collections other than late Monthly
Mortgage Payments will be allocated, with respect to the Monthly Advances and
Servicing Advances outstanding for each Mortgage Loan, on a FIFO basis.
SECTION 6.02 REPLACEMENT AND REIMBURSEMENT OF COLLECTION ACCOUNT
ADVANCES. To the extent Restricted Late Collections are deposited in the
Collection Account prior to the Deposit Date immediately following the Deposit
Date on which the related Collection Account Advances were remitted from the
Collection Account to the Certificate Account and are identified as such on the
related Servicer Classification Advice, the Servicer shall be deemed to have
replaced the Collection Account Advance in an amount equal to the amount of the
Restricted Late Collection so deposited and shall be deemed to have thereby
satisfied the second proviso of Section 5.02(a) of the Pooling Agreement.
Accordingly, no such Restricted Late Collections shall be remitted from the
Collection Account to the Reimbursement Account or be deemed to be a Replacement
Advance. Collection Account Advances do not constitute a Monthly Advance for the
purpose of reimbursement of Monthly Advances and the Servicer has no right to be
reimbursed for any Collection Account Advance.
Page 13
ARTICLE 7. APPLICATIONS OF UNRESTRICTED LATE COLLECTIONS
SECTION 7.01 HISTORICAL ADVANCES. The Trustee shall, on each
Distribution Date, based on the Servicer Disbursement Advice, withdraw from the
Reimbursement Account amounts comprising Unrestricted Late Collections which are
allocable, in accordance with the FIFO allocation provisions of Section 6.01, to
reimbursement of Historical Advances and shall remit such amount to the Limited
Servicer.
SECTION 7.02 SUPPLEMENTAL/PRIMARY ADVANCES. The Trustee shall, on
each Distribution Date, based on the Servicer Disbursement Advice, withdraw from
the Reimbursement Account amounts comprising Unrestricted Late Collections which
are allocable, in accordance with the FIFO allocation provisions of Section
6.01, to reimbursement of Supplemental/Primary Advances and shall distribute
such amount in the following order of priority:
(A) PRIOR TO THE TERMINATION DATE. Prior to the Termination Date and
so long as ACC or a Participating Successor Servicer is the Servicer:
(i) to the Trustee in payment of any accrued and unpaid Additional
Trustee Fees, to the extent such amounts are not paid by ACC or the
Participating Successor Servicer, as applicable, as required by Section
10.04 hereof;
(ii) to the Verification Agent in payment of any accrued and unpaid
Verification Agent Fees, to the extent such amounts are not paid by ACC or
the Participating Successor Servicer, as applicable, as required by
Section 5.06 hereof;
(iii) to the Supplemental Servicer in reimbursement of the aggregate
amount of outstanding Supplemental Advances until the Supplemental Advance
Ratio is, after giving effect to such distribution, 75%; and
(iv) the remainder, if any, pro rata: (a) 75% to the Supplemental
Servicer in reimbursement of its portion of the aggregate amount of
outstanding Supplemental Advances, and (b) 25% FIRST to ACC or its
designee in reimbursement of its portion of the aggregate amount of
outstanding Supplemental/Primary Advances and SECOND to any such
Participating Successor Servicer in reimbursement of its portion of the
aggregate amount of outstanding Supplemental/Primary Advances; provided
that to the extent the application of the pro rata distribution provisions
of this subsection (iv) would result in a reduction of the aggregate
outstanding Supplemental/Primary Advances of ACC and such Participating
Successor Servicer to less than $1,000,000, the amount otherwise
distributable pursuant to this subsection (iv)(b) will instead be
distributed first to the Supplemental Servicer to the extent of
outstanding Supplemental Advances and then to
Page 14
ACC or its designee and such Participating Successor Servicer in
accordance with this subsection (iv)(b).
(B) FOLLOWING THE TERMINATION DATE. On any Distribution Date that
follows the Termination Date and so long as ACC or a Participating Successor
Servicer is the Servicer:
(i) to the Trustee in payment of any accrued and unpaid Additional
Trustee Fees, to the extent such amounts are not paid by ACC or the
Participating Successor Servicer, as applicable, as required by Section
10.04 hereof;
(ii) to the Verification Agent in payment of any accrued and unpaid
Verification Agent Fees, to the extent such amounts are not paid by ACC or
the Participating Successor Servicer, as applicable, as required by
Section 5.06 hereof;
(iii) to the Supplemental Servicer in reimbursement of the aggregate
amount of outstanding Supplemental Advances;
(iv) to ACC or its designee in reimbursement of the aggregate amount
of its outstanding Supplemental/Primary Advances; and
(v) the remainder, if any, to any such Participating Successor
Servicer in reimbursement of the aggregate amount of its outstanding
Supplemental/Primary Advances.
(C) FOLLOWING SERVICER TERMINATION. On any Distribution Date
following the Termination Date on which a Non-Participating Successor
Servicer is the Servicer:
(i) to the Trustee in payment of any accrued and unpaid Additional
Trustee Fees, to the extent such amounts are not paid by ACC as required
by Section 10.04 hereof;
(ii) to the Non-Participating Successor Servicer (if any), the
reasonable costs associated with preparation of the Advice (excluding the
costs of data capture and maintenance);
(iii) to the Verification Agent in payment of any accrued and unpaid
Verification Agent Fees, to the extent such amounts are not paid by ACC as
required by Section 5.06 hereof;
(iv) to the Supplemental Servicer in the amount of the Monthly
Supplemental Servicing Fee, including any portion unpaid from prior
months;
Page 15
(v) to the Supplemental Servicer in reimbursement of the aggregate
amount of outstanding Supplemental Advances; and
(vi) the remainder, if any, to ACC or its designee in reimbursement
of the aggregate amount of its outstanding Supplemental/Primary Advances.
SECTION 7.03 SUCCESSOR SERVICER ADVANCES. On each Distribution Date
following the date on which a Successor Servicer is appointed under the Pooling
Agreement, the Trustee shall, based on the Servicer Disbursement Advice,
withdraw from the Reimbursement Account amounts comprising Unrestricted Late
Collections allocated pursuant to the FIFO provisions of Section 6.01 hereof to
Successor Servicer Advances and shall remit such amounts to such Successor
Servicer.
ARTICLE 8. APPLICATIONS OF ADDITIONAL FUNDS
SECTION 8.01 PRIOR TO THE TERMINATION DATE. Prior to the Termination
Date, and so long as ACC or a Participating Successor Servicer is the Servicer,
the Trustee shall on each Distribution Date, based on the Servicer Disbursement
Advice, withdraw amounts comprising Additional Funds from the Reimbursement
Account and distribute such amounts in the following
order of priority:
(i) to the Limited Servicer, to pay accrued and unpaid Limited
Servicer Fees;
(ii) to the Supplemental Servicer, to pay accrued and unpaid Monthly
Supplemental Servicing Fees; and
(iii) the remainder, if any, to ACC or its designee or, if
applicable, the Participating Successor Servicer.
SECTION 8.02 FOLLOWING THE TERMINATION DATE. After the Termination
Date, and for so long as ACC or a Participating Successor Servicer is the
Servicer, the Trustee shall on each Distribution Date, based on the Servicer
Disbursement Advice, withdraw amounts comprising Additional Funds from the
Reimbursement Account and distribute such amounts in the following amounts and
order of priority:
(i) to the Limited Servicer, to pay accrued and unpaid Limited
Servicer Fees;
(ii) to the Supplemental Servicer, to pay accrued and unpaid Monthly
Supplemental Servicing Fees;
Page 16
(iii) to the Supplemental Servicer in reimbursement of the aggregate
amount of outstanding Supplemental Advances until the Supplemental Advance
Ratio is 50%; and
(iv) the remainder, if any, to ACC or its designee or, if
applicable, the Participating Successor Servicer.
SECTION 8.03 FOLLOWING SERVICER TERMINATION. On each Distribution
Date on which ACC has been replaced as Servicer by a Non-Participating Successor
Servicer, all Additional Funds (other than that portion of Additional Funds that
are Monthly Servicing Fees allocable to any period or portion thereof during
which the replaced Servicer was acting in such capacity) and that portion of
Additional Funds that are additional servicing compensation that are actually
collected during the period or portion thereof prior to the date of such
servicing transfer) will be allocated and be payable from the date of such
servicing transfer, to such Non-Participating Successor Servicer as servicing
compensation. Notwithstanding anything to the contrary contained above, a
Non-Participating Successor Servicer shall be entitled to the full amount of
Additional Funds beginning on the date of such servicing transfer.
ARTICLE 9. NO OWNERSHIP OF SUPPLEMENTAL
ADVANCES OR ADDITIONAL FUNDS
SECTION 9.01 NO OWNERSHIP OF SUPPLEMENTAL ADVANCES OR ADDITIONAL
FUNDS. The Servicer has no ownership or other interest in the Supplemental
Advances. None of the Limited Servicer, Supplemental Servicer or the Servicer
has any ownership or interest in the Additional Funds until any such amounts are
actually paid by the Trustee to the Limited Servicer, the Supplemental Servicer,
the Servicer, or a Successor Servicer as applicable, under the terms of this
Supplement and/or the Pooling Agreement.
ARTICLE 10. MISCELLANEOUS PROVISIONS.
SECTION 10.01 OTHER PROVISIONS OF POOLING AGREEMENT. Provisions of
the Pooling Agreement not expressly amended by this Supplement but inconsistent
with the terms of this Supplement are hereby amended only to the extent
necessary to facilitate the express provisions of this Supplement. Provisions of
the Pooling Agreement not expressly amended by this Supplement and not
inconsistent with the terms of this Supplement are not hereby amended, altered,
waived or modified in any respect, and it is the intention and agreement of each
party hereto that all such provisions remain in full force and effect
notwithstanding the execution of this Supplement. Provisions of the Pooling
Agreement amended or clarified by the provisions of this Supplement shall be
from the date of this Supplement forward governed by this Supplement.
SECTION 10.02 GOVERNING LAW. This Supplement shall be construed in
accordance with the laws of the State of California (without regard to conflict
of laws principles
Page 17
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 10.03 SEVERABILITY OF PROVISIONS. If any part of this
Supplement shall be for any reason whatsoever held invalid, then, unless each of
the parties hereto consent to the contrary (with the consent of the Certificate
Insurer), the date on which a court of competent jurisdiction enters an order as
to such invalidity (or makes a similar determination) shall become the
Termination Date.
SECTION 10.04 RIGHTS OF TRUSTEE.
(A) On or before each Distribution Date occurring in January,
beginning with the January 2000 Distribution Date, ACC (or the Participating
Successor Servicer) shall pay to the Trustee without any right of reimbursement
from the Trust or otherwise, an amount equal to the Additional Trustee Fee, any
reasonable expenses as agreed to by the Servicer and Trustee. The Additional
Trustee Fee and such expenses are an obligation solely of the Servicer and
neither the Trustee nor any co-trustee or separate trustee appointed hereunder
has or will have any lien on the Trust for payment of any such fees or expenses.
(B) Upon the request of the Trustee, amounts otherwise distributable
under Sections 7.01, 7.02, 8.01 or 8.02 hereof shall be payable first to the
Trustee in reimbursement for all reasonable expenses, disbursements and advances
incurred or made by the Trustee in accordance with any of the provisions of this
Supplement (including the reasonable compensation and the expenses and
disbursements of its counsel and of all persons not regularly in its employ)
except any such expense, disbursement or advance as may arise from its
negligence or bad faith or that is otherwise reimbursable to the Trustee by the
Servicer pursuant to clause (a) above; PROVIDED, HOWEVER, that the Trustee shall
not refuse to perform any of its duties hereunder solely as a result of the
failure to be paid or reimbursed for any such expenses, disbursements or
advances.
(C) Each of the Servicer, the Supplemental Servicer and the Limited
Servicer agrees to indemnify the Trustee and its employees, officers, directors
and agents from, and hold it harmless against, any and all losses and
liabilities, damages, claims or expenses (including reasonable attorneys' fees)
arising in respect of its acts or omissions in connection with this Supplement
except to the extent the negligence, bad faith or intentional misconduct of the
Trustee contributes to the loss, liability, damage, claim or expense.
(D) Any loss, liability, damage, claim or expense suffered by the
Trustee in respect of its duties under this Supplement shall be recoverable by
the Trustee solely as set forth in this Section, and any loss, liability,
damage, claim or expense suffered by the Trustee in respect of its duties under
the Pooling Agreement shall be recoverable by the Trustee solely as set forth in
the Pooling Agreement. The rights of the Trustee under this Section to recover
such amounts shall not effect or expand the rights of the Trustee under the
Pooling Agreement to
Page 18
recover any amounts, and the rights of the Trustee under the Pooling Agreement
to recover any amounts shall not effect or expand the rights of the Trustee
hereunder.
(E) This Section shall survive the termination of this Supplement or
the resignation or removal of the Trustee as regards rights accrued prior to
such resignation or removal.
(F) The Trustee may rely and shall be protected in acting or
refraining from acting upon any resolution, Officer's Certificate, certificate
of Verification Agent, Servicer Disbursement Advice, Servicer Classification
Advice or any other certificate, statement, instrument, opinion, report, notice,
request, consent, order, appraisal, bond or other paper or document reasonably
believed by it to be genuine and to have been signed or presented by the proper
party or parties.
SECTION 10.05 NOTICES. All demands, notices and communication
hereunder shall be delivered in accordance with Section 11.05 of the Pooling
Agreement, with the following additional addresses:
Greenwich Capital Financial Products, Inc., as Supplemental Servicer
000 Xxxxxxxxx Xxxx
Xxxxxxxxx, XX 00000
ATTN: Xxxx Xxxxxxxx
Steamboat Financial Partnership I, L.P., as Limited Servicer
000 Xxxxxxxxx Xxxx
Xxxxxxxxx, XX 00000
ATTN: Xxxx Xxxxxxxx
SECTION 10.06 SUSPENSION OF CERTAIN PROVISIONS; APPOINTMENT OF
SUB-SERVICERS. (a) On any date that follows the Termination Date and on which
there are no Historical Advances or Supplemental Advances outstanding, the
obligations of the Servicer contained in Sections 5.02, 5.03, 5.05, 5.06 and
5.07 and Articles 7 and 8 of this Supplement and the requirement to engage and
maintain a Verification Agent hereunder shall be suspended, and the applicable
provisions of the Pooling Agreement shall govern the Servicer's obligations on
and after such date unless and until a new Supplemental Servicer or Limited
Servicer is appointed.
(B) In the event a Non-Participating Successor Servicer is or has
been appointed pursuant to the Pooling Agreement, notwithstanding Article 5
hereof, such Non-Participating Successor Servicer shall be permitted to make
deposits to the Collection Account net of servicing compensation to which it is
entitled pursuant to the Pooling Agreement (without regard to this Supplement)
and net of amounts applicable to reimburse any Successor Servicer Advances made
by it, on the FIFO basis described herein.
Page 19
(C) In the event a Sub-servicer is or has been appointed in respect
of the Pooling Agreement, notwithstanding Article 5 hereof, such Sub-servicer
shall be permitted to make deposits to the Collection Account on a net basis as
contemplated by the Pooling Agreement, provided that, so long as any
Supplemental Advances or Historical Advances are outstanding, the Servicer and
such Sub-servicer have received the prior written consent of the Supplemental
Servicer and the Limited Servicer (as applicable), such consent to be in the
sole discretion of the Supplemental Servicer and the Limited Servicer (as
applicable).
SECTION 10.07 ASSIGNMENT. This Supplement may not be assigned
by the Supplemental Servicer to any other party, except to a successor by
operation of law or with the written consent of the Servicer.
SECTION 10.08 COUNTERPARTS. This Supplement may be executed in any
number of counterparts, each of which counterparts shall be deemed to be an
original, and such counterparts shall constitute but one and the same
instrument.
Page 20
IN WITNESS WHEREOF, the parties hereto have caused this Supplement
to the Pooling Agreement to be duly executed by their respective officers, all
as of the day and year first above written.
AAMES CAPITAL CORPORATION
as Seller and Servicer
By: /S/ XXXXX X. XXXXX
-------------------------------
Name: Xxxxx X. Xxxxx
Title: Executive Vice President and
Chief Financial Officer
BANKERS TRUST COMPANY OF CALIFORNIA, N.A.
as Trustee and not in its individual capacity
By: /S/ XXXXX X. XXXX
-------------------------------
Name: Xxxxx X. Xxxx
Title: Assistant Secretary
GREENWICH CAPITAL FINANCIAL PRODUCTS, INC.
as Supplemental Servicer
By: /S/ XXXX X. XXXXXXXX
-------------------------------
Name: Xxxx X. Xxxxxxxx
Title: Senior Vice President
STEAMBOAT FINANCIAL PARTNERSHIP I, L.P.
a Delaware limited partnership, as Limited Servicer
By: Random Properties Acquisition Corp. IV
its General Partner
By: /S/ XXXX X. XXXXXXXX
-------------------------------
Name: Xxxx X. Xxxxxxxx
Title: Senior Vice President
Page S-1
Schedule A
SCHEDULE OF EXCLUDED MONTHLY ADVANCES AND SERVICING ADVANCES
[To come]
Page A-1
Schedule B
SCHEDULE OF SCHEDULED TRUSTS
[To come]
Page B-1
Exhibit A
Servicer Disbursement Advice
[See attached Excel files.]
Page A-1
Exhibit B
Servicer Classification Advice
[See attached Excel files.]
Page B-1
Page 5
