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EXHIBIT 10.2
SUBSEQUENT TRANSFER AGREEMENT
Pursuant to this Subsequent Transfer Agreement, dated as of April 11,
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-A (the "Trustee"), and pursuant to that certain Pooling and Servicing
Agreement dated as of March 1, 1997 (the "Pooling and Servicing Agreement"), by
and between Seller, as seller and servicer, and Trustee, as trustee, Seller and
Trustee agree to the sale by Seller and the purchase by Trustee of additional
mortgage loans (the "Subsequent Mortgage Loans") as listed on the Mortgage Loan
Schedules attached hereto as Schedule A and Schedule B.
Capitalized terms used and not defined herein shall have their
respective meanings as set forth in the Pooling and Servicing Agreement.
Section 1. Purchase and Conveyance of Subsequent Mortgage Loans.
(a) The Seller does hereby sell, transfer, assign, set over and
convey to Trustee, as of the respective Subsequent Transfer Dates set forth in
Attachment A and Attachment B hereto (the "Subsequent Transfer Dates)":
(i) all right, title and interest of such Seller in and to
the Subsequent Mortgage Loans owned by it and listed on
Schedule A and Schedule B hereto, including, without
limitation, the related Mortgages, Mortgage Files and Mortgage
Notes, and all payments on, and proceeds with respect to, such
Subsequent Mortgage Loans received on and after the Subsequent
Cut-off Date except such payments and proceeds as the Servicer
is entitled to retain pursuant to the express provisions of
the Pooling and Servicing Agreement;
(ii) all right, title and interest of such Seller in the
Mortgages on the properties securing the Subsequent Mortgage
Loans, including any related Mortgaged Property acquired by or
on behalf of the Trust by foreclosure or deed in lieu of
foreclosure or otherwise;
(iii) all right, title and interest of such Seller in and to
any rights in or proceeds from any insurance policies
(including title insurance policies) covering the Subsequent
Mortgage Loans, the related Mortgaged Properties or Mortgagors
and any amounts recovered from third parties in respect of any
Subsequent Mortgage Loans that became Liquidated Mortgage
Loans; and
(iv) the proceeds of all of the foregoing.
(b) With respect to each Subsequent Mortgage Loan, the Seller,
contemporaneously with the delivery of this Agreement, has delivered or caused
to be delivered to the Trustee each item set forth in Section 2.01 of the
Pooling and Servicing Agreement. The transfer to the Trustee by the Seller of
the Subsequent Mortgage Loans identified on Schedule A and Schedule B hereto
shall be absolute and is intended by the Seller, the Servicer, the Trustee and
the Certificateholders to constitute and to be treated as a sale by the Seller.
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(c) The expenses and costs related to the delivery of the
Subsequent Mortgage Loans, this Agreement and the Pooling and Servicing
Agreement shall be borne by the Seller.
(d) Additional terms of the sales, including the purchase prices,
are set forth on Attachment A and Attachment B hereto.
Section 2. Representations and Warranties; Conditions Precedent.
(a) The Seller hereby affirms the representations and warranties
set forth in Section 2.05 of the Pooling and Servicing Agreement that relate to
the Subsequent Mortgage Loans as of the respective Subsequent Transfer Dates.
The Seller hereby affirms that each of the conditions set forth in Section 2.02
of the Pooling and Servicing Agreement (except such conditions which are
required to be satisfied as of the end of the Funding Period) is satisfied as of
the respective Subsequent Transfer Dates.
(b) All terms and conditions of the Pooling and Servicing
Agreement are hereby ratified and confirmed; provided, however, that in the
event of any conflict, the provisions of this Agreement shall control over the
conflicting provisions of the Pooling and Servicing Agreement.
Section 3. Recordation of Agreement.
This Agreement is subject to recordation in all appropriate public
offices for real property records in all the counties or other comparable
jurisdictions in which any or all of the Mortgaged Properties are situated, and
in any other appropriate public recording office or elsewhere, such recordation
to be effected by the Servicer and at its expense, in the event such recordation
materially and beneficially affects the interests of Certificateholders.
For the purpose of facilitating the recordation of this Agreement as
herein provided and for other purposes, this Agreement may be executed
simultaneously in any number of counterparts, each of which counterparts shall
be deemed to be an original, and all such counterparts shall constitute but one
and the same instrument.
Section 4. Governing Law.
This Agreement shall be construed in accordance with the laws of the
State of California (without regard to conflict of laws principles and the
application of the laws of any other jurisdiction), and the obligations, rights
and remedies of the parties hereunder shall be determined in accordance with
such laws.
Section 5. Successors and Assigns.
This Agreement shall inure to the benefit of and be binding upon the
Seller and the Trustee and their respective successors and assigns. The
Certificate Insurer is a third party beneficiary hereto and shall be entitled to
enforce the provisions hereof as if a party hereto.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed by their respective officers, all as of the day and year first
above written.
AAMES CAPITAL CORPORATION,
as Seller
By: /s/ XXXX X. XXXXXX
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Name: Xxxx X. Xxxxxx
Title: Senior Vice President - Finance
BANKERS TRUST COMPANY OF
CALIFORNIA, N.A., as
Trustee for Aames Mortgage Trust 1997-A
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 this 11th day of April, 1997, before me, a notary public in and for
said County and State, personally appeared Xxxx X. 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 he
executed same in his authorized capacity, and that by his signature on the
instrument the person, or the entity upon behalf of which the person acted,
executed the instrument.
WITNESS my hand and official seal.
/s/ Xxxxxx Xxxxxxx
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Notary Public
[Notarial Seal]
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State of California )
) ss:
County of Orange )
On this 11th day of April, 1997, before me, a notary public in and for
said County and State, 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 same in her authorized capacity, and that by her signature on the
instrument the person, or the entity upon behalf of which the person acted,
executed the instrument.
WITNESS my hand and official seal.
/s/ Xxxxxxx Xxxx
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Notary Public
[Notarial Seal]
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ATTACHMENT A
Subsequent Transfer Date: April 9, 1997
Subsequent Cut-off Date: Xxxxx 00, 0000
Xxxxxxxxx of the Principal Balances of
Subsequent Mortgage Loans: $13,610,567.19
Aggregate of the Purchase Prices of
Subsequent Mortgage Loans: $12,930,038.83
Number of Subsequent Mortgage Loans: 226
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ATTACHMENT B
Subsequent Transfer Date: April 11, 1997
Subsequent Cut-off Date: Xxxxx 00, 0000
Xxxxxxxxx of the Principal Balances of
Subsequent Mortgage Loans: $2,914,508.03
Aggregate of the Purchase Prices of
Subsequent Mortgage Loans: $2,768,782.63
Number of Subsequent Mortgage Loans: 61
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