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EXHIBIT 10.1
SUBSEQUENT TRANSFER AGREEMENT
Pursuant to this Subsequent Transfer Agreement, dated as of June 25,
1997 by and between Aames Capital Corporation (the "Seller") and Bankers Trust
Company of California, N.A., in its capacity as trustee for Aames Mortgage Trust
1997-B (the "Trustee"), and pursuant to that certain Pooling and Servicing
Agreement, dated as of June 1, 1997 (the "Pooling and Servicing Agreement"), by
and between the Seller, as seller and servicer, and the Trustee, as trustee, the
Seller and the Trustee agree to the sale by the Seller and the purchase by the
Trustee of additional mortgage loans (the "Subsequent Mortgage Loans") to be
included in The Fixed Rate Group or The Adjustable Rate Group as listed on the
Mortgage Loan Schedule attached hereto as Schedule A.
Capitalized terms used and not defined herein shall have their
respective meanings as set forth in the Pooling and Servicing Agreement.
Section 1. Purchase and Conveyance of Subsequent Mortgage Loans.
(a) The Seller does hereby sell, transfer, assign, set over and
convey to the Trustee:
(i) all right, title and interest of such Seller in and
to the Subsequent Mortgage Loans owned by it and
listed on Schedule A hereto, including without
limitation, the related Mortgages, Mortgage Files and
Mortgage Notes, and all payments on, and proceeds
with respect to, such Subsequent Mortgage Loans
received on and after the Subsequent Cut-off Date
except such payments and proceeds as the Servicer is
entitled to retain pursuant to the express provisions
of the Pooling and Servicing Agreement;
(ii) all right, title and interest of such Seller in the
Mortgages on the properties securing the Subsequent
Mortgage Loans, including any related Mortgaged
Property acquired by or on behalf of the Trust by
foreclosure or deed in lieu of foreclosure or
otherwise;
(iii) all right, title and interest of such Seller in and
to any rights in or proceeds from any insurance
policies (including title insurance policies)
covering the Subsequent Mortgage Loans, the related
Mortgaged Properties or Mortgagors and any amounts
recovered from third parties in respect of any
Subsequent Mortgage Loans that became Liquidated
Mortgage Loans; and
(iv) the proceeds of all of the foregoing.
(b) With respect to each Subsequent Mortgage Loan, the Seller,
contemporaneously with the delivery of this Agreement, has delivered or caused
to be delivered to the Trustee, each item set forth in Section 2.01 of the
Pooling and Servicing Agreement. The transfer to the Trustee by the Seller of
the Subsequent Mortgage Loans identified on the Schedule A hereto shall be
absolute and
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is intended by the Seller, the Servicer, the Trustee and the Certificateholders
to constitute and to be treated as a sale by the Seller.
(c) The expenses and costs relating to the delivery of the
Subsequent Mortgage Loans, this Agreement and the Pooling and Servicing
Agreement shall be borne by the Seller.
(d) Additional terms of the sale, including the purchase price,
are set forth on Attachments A and B hereto separated by Mortgage Loan Group.
Section 2. Representations and Warranties; Conditions Precedent.
(a) The Seller hereby affirms the representations and warranties
set forth in Section 2.05 of the Pooling and Servicing Agreement that relate to
the Subsequent Mortgage Loans as of the date hereof. The Seller hereby confirms
that each of the conditions set forth in Section 2.02 of the Pooling and
Servicing Agreement (except such conditions that are required to be satisfied as
of the end of the Commitment Period) are satisfied as of the date hereof.
(b) All terms and conditions of the Pooling and Servicing
Agreement are hereby ratified and confirmed; provided however, that in the event
of any conflict the provisions of this Agreement shall control over the
conflicting provisions of the Pooling and Servicing Agreement.
Section 3. Recordation of Agreement.
This Agreement is subject to recordation in all appropriate public
offices for real property records in all the counties or other comparable
jurisdictions in which any or all of the Mortgaged Properties are situated, and
in any other appropriate public recording office or elsewhere, such recordation
to be effected by the Servicer and at its expense in the event such recordation
materially and beneficially affects the interests of Certificateholders.
For the purpose of facilitating the recordation of this Agreement as
herein provided and for other purposes, this Agreement may be executed
simultaneously in any number of counterparts, each of which counterparts shall
be deemed to be an original, and such counterparts shall constitute but one and
the same instrument.
Section 4. Governing Law.
This Agreement shall be construed in accordance with the laws of the
State of California (without regard to conflict of laws principles and the
application of the laws of any other jurisdiction), and the obligations, rights
and remedies of the parties hereunder shall be determined in accordance with
such laws.
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Section 5. Successors and Assigns.
This Agreement shall inure to the benefit of and be binding upon the
Seller and the Purchaser and their respective successors and assigns.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed by their respective officers, all as of the day and year first
above written.
AAMES CAPITAL CORPORATION,
as Seller
By: /s/ XXXXXXX XXXXXXXXXXX
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Name: Xxxxxxx Xxxxxxxxxxx
Title: Executive Vice President
BANKERS TRUST COMPANY
OF CALIFORNIA, N.A., as Trustee
for Aames Mortgage Trust 1997-B
By: /s/ XXXX XXXXXX
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Name: Xxxx Xxxxxx
Title: Assistant Vice President
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State of California )
) ss.:
County of Los Angeles )
On the 25th day of June 1997, before me, a notary public in and for
of the State of California, personally appeared Xxxxxxx Xxxxxxxxxxx, personally
known to me (or proved to me on the basis of satisfactory evidence) to be the
person whose name is subscribed to the within instrument and acknowledged to me
that he executed the same in the capacity or capacities indicated in the within
instrument, and that by his signature on the instrument the person, or the
entity upon behalf of which the person acted, executed the instrument.
WITNESS my hand and official seal.
Xxxxxxxxx X. Xxxxxx
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Notary Public
[Notary Seal]
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State of California )
) ss.:
County of Orange )
On the 25th day of June 1997, before me, a notary public in and for
of the State of California, personally appeared Xxxx Xxxxxx, personally known to
me (or proved to me on the basis of satisfactory evidence) to be the person
whose name is subscribed to the within instrument and acknowledged to me that
she executed the same in the capacity or capacities indicated in the within
instrument, and that by her signature on the instrument the person, or the
entity upon behalf of which the person acted, executed the instrument.
WITNESS my hand and official seal.
Xxxxxxx Xxxx
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Notary Public
[Notary Seal]
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SCHEDULE A
SUBSEQUENT MORTGAGE LOAN SCHEDULE
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ATTACHMENT A
Subsequent Transfer Date: June 25, 1997
Subsequent Cut-off Date: June 25, 0000
Xxxxxxxxx of the Principal Balances of
the Fixed Rate Group Subsequent Mortgage Loans: $21,835,416.69
Aggregate of the Purchase Prices of The Fixed Rate Group
Subsequent Mortgage Loans: $21,835,416.69
Number of Subsequent Mortgage Loans
in the Fixed Rate Group: 373
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ATTACHMENT B
Subsequent Transfer Date: June 25, 1997
Subsequent Cut-off Date: June 25, 0000
Xxxxxxxxx of the Principal Balances of
The Adjustable Rate Group Subsequent Mortgage Loans: $35,325,374.66
Aggregate of the Purchase Prices of The Adjustable Rate Group
Subsequent Mortgage Loans: $35,325,374.66
Number of Subsequent Mortgage Loans
in the Adjustable Rate Group: 356
