1
EXHIBIT 10.3
SUBSEQUENT TRANSFER AGREEMENT
Pursuant to this Subsequent Transfer Agreement, dated as of June 30,
1998, by and between AAMES CAPITAL ACCEPTANCE CORP. (the "Transferor") and
BANKERS TRUST COMPANY OF CALIFORNIA, N.A., in its capacity as trustee for Aames
Mortgage Trust 1998-B (the "Trustee"), and pursuant to that certain Pooling and
Servicing Agreement dated as of June 1, 1998 (the "Pooling and Servicing
Agreement"), by and among Transferor, as seller, Aames Capital Corporation, as
servicer ("Servicer"), and Trustee, as trustee, Transferor and Trustee agree to
the sale by Transferor and the purchase by Trustee of additional mortgage loans
(the "Subsequent Mortgage Loans") 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 Transferor does hereby sell, transfer, assign, set over and
convey to Trustee, as of the Subsequent Transfer Date set forth in Attachment A
hereto (the "Subsequent Transfer Date"):
(i) all right, title and interest of such Transferor 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 Transferor 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 Transferor 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;
(iv) the rights of the Transferor, as purchaser, under that
certain subsequent Mortgage Loan Conveyance Agreement dated June
29, 1998 between the Transferor and Aames Capital Corporation,
as seller; and
(v) the proceeds of all of the foregoing.
2
(b) With respect to each Subsequent Mortgage Loan, the Transferor,
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 Transferor
of the Subsequent Mortgage Loans identified on Schedule A hereto shall be
absolute and is intended by the Transferor, the Servicer, the Trustee and the
Certificateholders to constitute and to be treated as a sale by the Transferor.
(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 Transferor.
(d) Additional terms of the sales, including the purchase prices, are
set forth on Attachment A hereto.
Section 2. Representations and Warranties; Conditions Precedent.
(a) The Transferor 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
Transferor 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.
2
3
Section 5. Successors and Assigns.
This Agreement shall inure to the benefit of and be binding upon the
Transferor and the Trustee 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 ACCEPTANCE CORP.,
as Transferor
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Senior Vice President-Finance
BANKERS TRUST COMPANY OF
CALIFORNIA, N.A., as
Trustee for Aames Mortgage Trust 1998-B
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
-------------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Assistant Vice President
3
4
State of California )
) ss:
County of Los Angeles )
On June 30, 1998, before me, ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, personally appeared ▇▇▇▇
▇. ▇▇▇▇▇▇, [X] personally known to me, or [ ] proved to me on the basis of
satisfactory evidence to be the person whose name is subscribed to the within
instrument and acknowledged to me that he executed same in his authorized
capacity, and that by his signature on the instrument the person, or the entity
upon behalf of which the person acted, executed the instrument.
WITNESS my hand and official seal.
/s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
-------------------------------
Notary Public
[Notarial Seal]
4
5
State of California )
) ss:
County of Orange )
On June 30, 1998, before me, ▇▇▇▇▇ ▇. ▇▇▇▇, personally appeared ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇, [X] personally known to me or [ ] proved to me on the basis of
satisfactory evidence, to be the person whose name is subscribed to the within
instrument and acknowledged to me that she executed same in her authorized
capacity, and that by her signature on the instrument the person, or the entity
upon behalf of which the person acted, executed the instrument.
WITNESS my hand and official seal.
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇
-------------------------------
Notary Public
[Notarial Seal]
5
6
ATTACHMENT A
Subsequent Transfer Date: June 30, 1998
Subsequent Cut-off Date: June 30, ▇▇▇▇
▇▇▇▇▇▇▇▇▇ of the Principal Balances of
Subsequent Mortgage Loans in the Adjustable Rate Group: $99,970,375.68
Aggregate of the Purchase Prices of
Subsequent Mortgage Loans in the Adjustable Rate Group: $99,970,375.68
Number of Subsequent Mortgage Loans in the Adjustable Rate Group: 1,088
