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EXHIBIT 10.2
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MORTGAGE LOAN CONTRIBUTION AGREEMENT
BETWEEN
AAMES CAPITAL ACCEPTANCE CORP.
AS TRANSFEROR
AND
AAMES CAPITAL OWNER TRUST 1997-1
AS TRANSFEREE
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Dated as of March 1, 1997
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Mortgage Loan Contribution Agreement
This Mortgage Loan Contribution Agreement (this "Agreement"), dated as
of March 1, 1997, is made and entered into by and between Aames Capital
Acceptance Corp., a Delaware corporation (the "Transferor") and Aames Capital
Owner Trust 1997-1 (the "Transferee"), a Delaware business trust formed pursuant
to a Trust Agreement, dated as of March 1, 1997 (the "Trust Agreement"), between
the Transferor, as Depositor and Wilmington Trust Company, as Owner Trustee.
Recitals
On the terms and conditions hereinafter provided, the Transferor
intends to contribute and convey, and the Transferee intends to accept and
acquire, certain Mortgage Loans (hereinafter defined) that the Transferor
acquired from Aames Capital Corporation ("ACC") pursuant to that certain Initial
Mortgage Loan Conveyance Agreement, dated as of March 1, 1997 (the "Initial
Mortgage Loan Conveyance Agreement"). The Transferee intends to pledge the
Mortgage Loans to Bankers Trust Company of California, N.A., as trustee (in such
capacity, the "Indenture Trustee"), under an Indenture, to be dated as of March
1, 1997 (the "Indenture"), by and between the Transferee and the Indenture
Trustee pursuant to which the Transferee's Adjustable Rate Asset-Backed Bonds,
Series ▇▇▇▇-▇ (▇▇▇ "▇▇▇▇▇") will be issued. The Bonds will be issued to the
order of the Transferor in partial consideration of the Mortgage Loans and the
related rights thereunder and the rights pursuant to the Initial Mortgage Loan
Conveyance Agreement, with the balance of such consideration being deemed a
contribution to the capital of the Transferee (collectively, the
"Consideration").
Now, therefore, in consideration of the premises and the mutual
agreements set forth herein, the parties agree as follows:
Section 1. Agreement to Contribute and Convey. As and for the
Transferor's Consideration and subject to the terms and conditions set forth
herein, the Transferor agrees to contribute and convey, and the Transferee
agrees to accept and acquire, all of the Transferor's right, title and interest
in and to the adjustable rate home equity mortgage loans identified on the
schedule (the "Mortgage Loan Schedule") annexed hereto as Exhibit A (such loans,
together with all related rights, interests and obligations, are collectively
referred to herein as the "Mortgage Loans"). The Mortgage Loan Schedule will set
forth as to each Mortgage Loan, among other things, (a) its identifying number
and the name of the related mortgagor; (b) the street address of the related
property securing such Mortgage Loan (the "Mortgaged Property"), including the
state, county and zip code; (c) its date of origination; (d) its original
principal amount; and (e) the date specified as the "Cut-off Date" with respect
to such Mortgage Loan.
The aggregate of the principal balances of the Mortgage Loans being
contributed and conveyed pursuant to this Agreement as of the close of business
on the applicable Cut-off Dates, after application of all payments of principal
received in respect of such Mortgage Loans before
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the applicable Cut-off Dates, is $335,635,754.48 (the "Initial Pool Balance").
Simultaneously with and in consideration of the Transferor's contribution and
conveyance of the Mortgage Loans to the Transferee, (i) the Transferee shall
cause the Bonds to be issued to the order of the Transferor and (ii) the
Transferor shall be deemed automatically and for all purposes to have made a
contribution to the capital of the Transferee (which contribution shall be
reflected in the value assigned to the certificates evidencing equity interests
in the Transferee) in an aggregate amount specified on Exhibit B annexed hereto.
The Consideration is equal to the fair market value of the Mortgage Loans as of
the Closing Date. The transfer and conveyance of the Mortgage Loans shall take
place on March 26, 1997 or such other date as shall be mutually acceptable to
the parties hereto (the "Closing Date").
Section 2. Conveyance of Mortgage Loans.
(a) Effective as of the Closing Date, subject only to delivery of the
Mortgage File (as defined in the Initial Mortgage Loan Conveyance Agreement) for
each Mortgage Loan pursuant to subsection (c) below, the Transferor does hereby
contribute, assign, transfer and otherwise convey to Transferee, without
recourse, representation or warranty (other than as expressly set forth in
Section 3(a) hereof), and the Transferee does hereby accept, assume and acquire,
all of the Transferor's right, title and interest in and to the Mortgage Loans
identified on the Mortgage Loan Schedule, and the Transferee hereby assumes and
agrees to perform and be bound by each and all of the covenants, agreements,
duties and obligations of the Transferor arising under or relating to such
Mortgage Loans.
(b) The Transferee and its assignees shall be entitled to receive all
payments of principal and interest received or deemed to be received by the
Transferor on or with respect to the Mortgage Loans on or after the applicable
Cut-off Dates, and all other recoveries of principal and interest collected on
or after the applicable Cut-off Dates (other than in respect of interest that
accrued on such Mortgage Loan during periods prior to the applicable Cut-off
Dates), and each of the rights of the Transferor pursuant to representations,
warranties and indemnities in favor of the Transferor contained in the Initial
Mortgage Loan Conveyance Agreement. All payments of interest due before the
applicable Cut-off Dates but collected after the applicable Cut-off Dates, and
recoveries of principal and interest collected before the applicable Cut-off
Dates (other than amounts representing interest that accrued on the Mortgage
Loans during any period on or after the applicable Cut-off Dates), shall belong
to, and be promptly remitted to, the Transferor.
(c) In connection with its contribution and conveyance of the Mortgage
Loans pursuant to subsection (a) above, the Transferor shall deliver to and
deposit with, or cause to be delivered to and deposited with, the Transferee or
its designee, on or before the Closing Date, the Mortgage File for each Mortgage
Loan identified on the Mortgage Loan Schedule. In addition, the Transferor shall
bear all recording and/or filing costs related to the transfer and conveyance by
the Transferor of the Mortgage Loans to the Transferee or its designee. If any
document or instrument in the Mortgage File is indicated as being required to be
recorded or filed, as the case
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may be, is lost or returned unrecorded or unfiled, as the case may be, because
of a defect therein, the Transferor shall promptly prepare or cause to be
prepared a substitute therefor or cure such defect, as the case may be. If the
Transferor is unable to deliver the original Mortgage or any intervening
mortgage assignment with evidence of recording thereon because it has not
received same from ACC, the provisions of Section 3(c) of the Initial Mortgage
Loan Conveyance Agreement shall govern.
(d) All documents and records relating to the Mortgage Loans that are
held by or on behalf of the Transferor, but not required to be a part of a
Mortgage File, shall be delivered to the Transferee or its designee on or before
the Closing Date.
(e) In connection with its conveyance of the Mortgage Loans pursuant to
subsection (a) above, the Transferor shall deliver to the Transferee or its
designee in respect of such Mortgage Loans, on or before the Closing Date, all
amounts, if any, received on each Mortgage Loan on or after the applicable
Cut-off Date (other than amounts representing interest that accrued during any
period prior to the applicable Cut-off Date) held by or on behalf of the
Transferor.
(f) The Transferor confirms to the Transferee that it has caused its
computer records relating to the Mortgage Loans to indicate by a code that the
Mortgage Loans have been sold to the Transferee and that the Transferor will
treat the transaction contemplated by such conveyance as a sale in accordance
with generally accepted accounting principles and will reflect such sale on its
primary account records.
(g) The Transferor shall, at any time upon the request of the
Transferee, without limiting the obligations of the Transferor under this
Agreement, execute, acknowledge and deliver all such additional documents and
instruments and all such further assurances and will do or cause to be done all
such further acts and things as may be proper or reasonably necessary to carry
out the intent of this Agreement.
Section 3. Representations, Warranties and Covenants of Transferor and
Transferee.
(a) The Transferor hereby represents and warrants to and covenants with
the Transferee, as of the date hereof, and shall be deemed to have represented
and warranted to and covenanted with the Transferee, as of the Closing Date,
that:
(i) the Transferor is a corporation duly organized,
validly existing and in good standing under the laws of the State of
Delaware;
(ii) the execution and delivery of this Agreement by the
Transferor, the consummation of the transactions contemplated in this
Agreement by the Transferor and the performance and compliance with the
terms of this Agreement by the Transferor will not violate the
Transferor's certificate of incorporation or bylaws or constitute a
default
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(or an event which, with notice or lapse of time, or both, would
constitute a default) under, or result in the breach of, any material
agreement or other instrument to which it is a party or which is
applicable to it or any of its assets, or result in the imposition of
any lien, charge or encumbrance upon any of its assets pursuant to any
such agreement, and all board resolutions and consents of shareholders
necessary for the Transferor to enter into and consummate all
transactions contemplated by this Agreement have been obtained;
(iii) the Transferor has the full corporate power and
authority to enter into and consummate all transactions contemplated by
this Agreement, has duly authorized the execution, delivery and
performance of this Agreement, and has duly executed and delivered this
Agreement;
(iv) this Agreement, assuming due authorization, execution and
delivery by the Transferee, constitutes a valid, legal and binding
obligation of the Transferor, enforceable against the Transferor in
accordance with the terms hereof, subject to (A) applicable bankruptcy,
insolvency, reorganization, moratorium and other similar laws affecting
the enforcement of creditors' rights generally and (B) general
principles of equity, regardless of whether such enforcement is
considered in a proceeding in equity or at law;
(v) the Transferor is not in violation of, and its execution
and delivery of this Agreement and its performance and compliance with
the terms of this Agreement will not constitute a violation of, any
law, any order or decree of any court or arbiter, or any order,
regulation or demand of any federal, state or local governmental or
regulatory authority, which violation is likely to affect materially
and adversely either the ability of the Transferor to perform its
obligations under this Agreement or the financial condition of the
Transferor;
(vi) the assignment of the Mortgage Loans to the
Transferee as contemplated herein is not subject to any bulk transfer
or similar law in effect in any applicable jurisdiction;
(vii) no litigation is pending or, to the best of the
Transferor's knowledge, threatened against the Transferor which, if
determined adversely to the Transferor, would prohibit the Transferor
from entering into this Agreement or is likely to materially and
adversely affect either the ability of the Transferor to perform its
obligations under this Agreement or the financial condition of the
Transferor;
(viii) the Transferor has no knowledge of any recent adverse
financial condition or event with respect to itself that is likely to
materially and adversely affect its ability to perform its obligations
under this Agreement;
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(ix) the Transferor has not failed to obtain any consent,
approval, authorization or order of, and has not failed to cause any
registration or qualification with, any court or regulatory authority
or other governmental body having jurisdiction over the Transferor,
which consent, approval, authorization, order, registration or
qualification is required for, and the absence of which would
materially and adversely affect, the legal and valid execution,
delivery and performance of this Agreement by the Transferor. No
consent or approval of any other person or entity is necessary for the
Transferor to transfer the Mortgage Loans to the Transferee as
contemplated herein, or, if any such consent or approval is necessary,
such consent or approval has previously been obtained;
(x) the Transferor possesses such certificates, authorizations
or permits issued by the appropriate state, federal or foreign
regulatory agencies or bodies necessary to conduct the business now
operated by it, and the Transferor has not received any notice of
proceedings relating to the revocation or modification of any such
certificate, authorization or permit which would materially and
adversely affect the conduct of the business, operations, financial
condition or income of the Transferor and its affiliates considered as
one enterprise; and
(xi) immediately prior to the sale, transfer and assignment
herein contemplated, the Transferor held good and indefeasible title
to, and was the sole owner of, each Mortgage Loan conveyed by the
Transferor subject to no liens, charges, mortgages, encumbrances or
rights of others, except with respect to liens that will be released
simultaneously with such transfer and assignment; and immediately upon
the transfer and assignment herein contemplated, the Transferee will
hold good and indefeasible title to, and be the sole owner of, each
Mortgage Loan subject to no liens, charges, mortgages, encumbrances or
rights of others.
(b) The representations and warranties of ACC with respect to the
Mortgage Loans set forth in Section 4(b) of the Initial Mortgage Loan Conveyance
Agreement are hereby incorporated by reference in their entirety and are
assigned to the Transferee in lieu of any other representations and warranties
of the Transferor in respect of the Mortgage Loans. Nothing herein shall be
deemed to limit in any respect either the representations and warranties of ACC
or the rights and remedies assigned by the Transferor to the Transferee against
ACC on account of a breach thereof under the Initial Mortgage Loan Conveyance
Agreement.
(c) Except for the representations and warranties of the Transferor in
Section 3(a) hereof, the Transferor is contributing and conveying the Mortgage
Loans, without recourse to the Transferor and without representations or
warranties of any kind, express or implied, by the Transferor, whether statutory
or otherwise, including, without limitation, any warranties of transfer,
merchantability or fitness for a particular, or the Transferee's intended, use
or purposes.
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Section 4. Assignment of Related Rights and Remedies.
(a) Effective as of the Closing Date, subject only to delivery of the
Mortgage File for each Mortgage Loan pursuant to Section 2(c) hereof, the
Transferor does hereby assign, transfer and otherwise convey to Transferee,
without recourse, representation or warranty (other than as expressly set forth
in Section 3(a) hereof), and the Transferee does hereby accept, assume and
acquire, to be held jointly and severally with the Transferor, all of the
Transferor's rights and remedies under the Initial Mortgage Loan Conveyance
Agreement, including without limitation (i) on account of any defect in the
Mortgage File or breach by ACC of any other of the obligations set forth in
Section 3(c) or Section 3(g) thereof, (ii) on account of all representations,
warranties, indemnities and covenants of ACC set forth in Section 4(b) thereof
or any breach by ACC thereof and (iii) to cause the reacquisition or
substitution of such Mortgage Loans by ACC on the terms and conditions set forth
in Section 5 thereof, and the Transferee hereby assumes and agrees to perform
and be bound by each and all of the covenants and agreements of the Transferor
arising under the Initial Mortgage Loan Conveyance Agreement relating to such
rights and remedies and the exercise or enforcement thereof.
(b) Simultaneously with the exercise of any rights and remedies or any
notices given to ACC by the Transferee under the Initial Mortgage Loan
Conveyance Agreement, the Transferee shall give the Transferor notice thereof,
including, without limitation, copies of all notices given to ACC.
(c) This Section 4 provides the sole remedies available to the
Transferee, its successors and assignees, respecting any breach (i) of
representations and warranties with respect to the Mortgage Loans to which
reference is made in Section 3(c) or (ii) on the part of the Transferor under
Section 2(c) hereof.
Section 5. Closing. The closing of the conveyance of the Mortgage Loans
(the "Closing") shall be held at the offices of ▇▇▇▇▇▇▇ & ▇▇▇▇▇ L.L.P., ▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ at 10:00 a.m., California
time, on the Closing Date.
The Closing shall be subject to each of the following conditions:
(a) All of the obligations of the Transferor under Sections 3(c), 3(d)
and 3(e) of this Agreement shall have been satisfied or deemed waived by the
Transferee.
(b) All other terms and conditions of this Agreement required to be
complied with on or before the Closing Date shall have been complied with and
the Transferor shall have the ability to comply with all terms and conditions
and perform all duties and obligations required to be complied with or performed
after the Closing Date.
(c) The Transferee shall have paid all costs and expenses payable by it
to the Transferor or otherwise pursuant to this Agreement.
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Both parties shall use their best efforts to perform their respective
obligations hereunder in a manner that will enable the Transferee to acquire the
Mortgage Loans on the Closing Date. Notwithstanding the foregoing, satisfaction
by the Transferor or Transferee of its respective obligations under the
foregoing provisions of this Section 5 shall not be conditions precedent to the
obligation of the Transferor or Transferee, respectively, to close the
transactions contemplated by this Agreement.
Section 6. Servicing. As of the applicable Cut-off Dates, the Mortgage
Loans will be serviced by Aames Capital Corporation (in such capacity, the
"Servicer") pursuant to the terms of a Servicing Agreement, to be dated as of
March 1, 1997 (the "Servicing Agreement"), by and among the Transferee, the
Servicer and the Indenture Trustee. If necessary, the Transferor shall make
arrangements to facilitate the orderly transfer of the servicing of the Mortgage
Loans to the Servicer.
Section 7. Grant of a Security Interest. It is the express intent of
the parties hereto that the conveyance of the Mortgage Loans by the Transferor
to the Transferee as provided in Section 2(a) hereof be, and be construed as, a
complete and absolute transfer by the Transferor to the Transferee of all of the
Transferor's right, title and interest in and to the Mortgage Loans and not as a
pledge of the Mortgage Loans by the Transferor to the Transferee to secure a
debt or other obligation of the Transferor. However, if, notwithstanding the
aforementioned intent of the parties, the Mortgage Loans are held to be property
of the Transferor, then (a) it is the express intent of the parties that such
conveyance be deemed a pledge of the Mortgage Loans by the Transferor to the
Transferee to secure a debt or other obligation of the Transferor, and (b) (i)
this Agreement shall also be deemed to be a security agreement within the
meaning of Article 9 of the California Uniform Commercial Code; (ii) the
conveyance provided for in Section 2(a) hereof shall be deemed to be a grant by
the Transferor to the Transferee of a security interest in all of the
Transferor's right, title and interest in and to the Mortgage Loans, and all
amounts payable to the holder of the Mortgage Loans in accordance with the terms
thereof, and all proceeds of the conversion, voluntary or involuntary, of the
foregoing into cash, instruments, securities or other property, including
without limitation all such amounts, other than investment earnings from time to
time held or invested pursuant to and in accordance with the provisions of the
Servicing Agreement or the Indenture, as applicable, whether in the form of
cash, instruments, securities or other property; (iii) the subsequent pledge of
the Mortgage Loans by the Transferee to the Indenture Trustee as contemplated by
the preamble hereto shall be deemed to be an assignment of any security interest
created hereunder; (iv) the possession by the Transferor or the Transferee or
any of their respective agents, including, without limitation, the Indenture
Trustee or its agent, of the notes or other instruments evidencing the
indebtedness of the mortgagors under the related Mortgage Loans (the "Mortgage
Notes") and such other items of property relating to the Mortgage Loans as
constitute instruments, money, negotiable documents or chattel paper shall be
deemed to be "possession by the secured party" for purposes of perfecting the
security interest pursuant to Section 9-305 of the California Uniform Commercial
Code; and (v) notifications to persons (other than the Indenture Trustee)
holding such property, and acknowledgments, receipts or confirmations from
persons holding such
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property, shall be deemed notifications to, or acknowledgments, receipts or
confirmations from, financial intermediaries, bailees or agents (as applicable)
of the secured party for the purpose of perfecting such security interest under
applicable law. The Transferor and the Transferee shall, to the extent
consistent with this Agreement, take such actions as may be necessary to ensure
that, if this Agreement were deemed to create a security interest in the
Mortgage Loans, such security interest would be deemed to be a perfected
security interest of first priority under applicable law and will be maintained
as such throughout the term of this Agreement and the Indenture.
Section 8. Notices. All communications provided for or permitted
hereunder shall be in writing and shall be deemed to have been duly given if (a)
personally delivered, (b) mailed by registered or certified mail, postage
prepaid and received by the addressee, (c) sent by express courier delivery
service and received by the addressee, or (d) transmitted by telex or facsimile
transmission (or any other type of electronic transmission agreed upon by the
parties) and confirmed by a writing delivered by any of the means described in
(a), (b) or (c), if to the Transferee, addressed to the Transferee in care of
Aames Capital Acceptance Corp. at ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention: Aames Capital Owner Trust 1997-1,
Adjustable Rate Asset-Backed Bonds, Series 1997-1, facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ (or
to such other address as may hereafter be furnished to the Transferor in writing
by the Transferee) and, if to the Transferor, addressed to the Transferor at
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention:
▇▇▇▇▇▇▇ ▇▇▇▇▇▇, facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ (or to such other address as may
hereafter be furnished to the Transferee in writing by the Transferor).
Section 9. Representations, Warranties, Indemnities and Agreements to
Survive Delivery. All representations, warranties, indemnities and agreements
contained in this Agreement, incorporated herein by reference or contained in
the certificates of officers of the Transferor submitted pursuant hereto, shall
remain operative and in full force and effect and shall survive delivery of the
Mortgage Loans by the Transferor to the Transferee.
Section 10. Severability of Provisions. Any part, provision,
representation, warranty or covenant of this Agreement that is prohibited or
which is held to be void or unenforceable shall be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof. Any part, provision, representation, warranty or covenant of
this Agreement that is prohibited or unenforceable or is held to be void or
unenforceable any particular 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 particular jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction. To the extent permitted
by applicable law, the parties hereto waive any provision of law which prohibits
or renders void or unenforceable any provision hereof.
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Section 11. Counterparts. This Agreement may be executed in any number
of counterparts, each of which shall be an original, but which together shall
constitute one and the same agreement.
SECTION 12. GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS,
DUTIES, OBLIGATIONS AND RESPONSIBILITIES OF THE PARTIES HERETO
SHALL BE GOVERNED IN ACCORDANCE WITH THE INTERNAL LAWS AND
DECISIONS OF THE STATE OF CALIFORNIA.
Section 13. Further Assurances. The Transferor and the Transferee shall
to execute and deliver such instruments and take such further actions as the
other party may, from time to time, reasonably request in order to effectuate
the purposes and to carry out the terms of this Agreement.
Section 14. Successors and Assigns. The rights and obligations of the
Transferor under this Agreement shall not be assigned by the Transferor without
the prior written consent of the Transferee, except as provided in Section 15.
The Transferee shall assign all of its right, title and interest herein to the
Indenture Trustee for the benefit of the Bondholders, to which the Transferor
hereby expressly consents. The Transferor agrees to perform its obligations
hereunder for the benefit of the Trust and that the Indenture Trustee may
enforce the provisions of this Agreement, exercise the rights of the Transferee
and enforce the obligations of the Transferor hereunder without the consent of
the Transferee.
Section 15. Merger, Consolidation, etc. The Transferor may be merged or
consolidated with or into any person or entity, or transfer all or substantially
all of its assets to any person or entity; provided that the person or entity
resulting from any merger or consolidation to which the Transferor shall be a
party, or the person or entity which is the transferee of all or substantially
all of the assets of the Transferor, shall be the successor to the Transferor
hereunder without the execution or filing of any paper or any further act on the
part of any of the parties hereto.
Section 16. Amendments.
This Agreement may be amended from time to time by the parties hereto
with the consent of the Bond Insurer, to cure any ambiguity, to correct or
supplement any provision herein which may be inconsistent with any other
provision herein, or to add any other provision with respect to matters or
questions arising under this Agreement which shall not be inconsistent with the
provisions of this Agreement or the Trust Agreement, the Indenture and the
Servicing Agreement; provided, however, that such action shall not, as evidenced
by an Opinion of Counsel to the Transferee delivered to the Indenture Trustee
and the Bond Insurer, adversely affect in any material respect the interests of
the Trust.
Section 17. Waivers. No failure or delay on the part of the Transferee
or its assignees in exercising any power, right or remedy under this Agreement
shall operate as a waiver thereof,
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nor shall any single or partial exercise of any such power, right or remedy
preclude any other or further exercise thereof or the exercise of any other
power, right or remedy.
Section 18. Third Party Beneficiaries. The parties hereby expressly
agree that each of the Indenture Trustee, for the benefit of the Bondholders,
and the Bond Insurer shall be third party beneficiaries with respect to this
Agreement, provided, however, that no third party other than the Indenture
Trustee or the Bond Insurer shall be deemed a third party beneficiary of this
Agreement.
*****
[SIGNATURES FOLLOW]
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IN WITNESS WHEREOF, the Transferor and the Transferee have caused their
names to be signed hereto by their respective duly authorized officers as of the
date first above written.
TRANSFEROR:
AAMES CAPITAL ACCEPTANCE CORP.,
a Delaware corporation
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
Title: Executive Vice President - Finance
TRANSFEREE:
AAMES CAPITAL OWNER TRUST 1997-1,
a Delaware business trust
By Wilmington Trust Company, not
in its individual capacity but solely as Owner
Trustee of the Transferee
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Authorized Signatory
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EXHIBIT A
MORTGAGE LOAN SCHEDULE
A-1
[on file with the Transferor]
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EXHIBIT B
CONSIDERATION FOR MORTGAGE LOANS
The Transferor is conveying the Mortgage Loans to the Transferee in
exchange for (i) the Transferee causing the Bonds to be issued to the order of
the Transferor and (ii) the Transferee crediting an amount equal to
approximately $21,396,779 as a contribution of capital to the Transferee (which
contribution shall be reflected in the value assigned to the certificates
evidencing equity interests in the Transferee owned by the Transferor).
B-1
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AAMES CAPITAL OWNER TRUST 1997-1
ADJUSTABLE RATE ASSET-BACKED BONDS, SERIES 1997-1
Cross Receipt Between Aames Capital Acceptance Corp. and
Aames Capital Owner Trust 1997-1 Acknowledging Receipt of Mortgage Notes
Reference is made to the Mortgage Loan Contribution Agreement, between
Aames Capital Acceptance Corp. (the "Transferor") and Aames Capital Owner Trust
1997-1 (the "Transferee"), dated as of March 1, 1997 (the "Mortgage Loan
Contribution Agreement"). Capitalized terms used but not otherwise defined
herein shall have the meanings ascribed to such terms in the Mortgage Loan
Contribution Agreement.
The Transferee hereby acknowledges receipt from the Transferor of the
Mortgage Notes relating to the Mortgage Loans identified on the Mortgage Loan
Schedule annexed as Exhibit A to the Mortgage Loan Contribution Agreement (the
"Mortgage Loans"). The Mortgage Loans have an Initial Pool Balance of
$335,635,754.48.
AAMES CAPITAL OWNER TRUST 1997-1
By: Wilmington Trust Company, not in its individual
capacity but solely as Owner Trustee of the
Transferee
By:
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Authorized Signatory
The Transferor hereby acknowledges receipt of the Consideration for the
contribution of the Mortgage Loans by the Transferor to the Transferee as
specified in the Mortgage Loan Contribution Agreement.
AAMES CAPITAL ACCEPTANCE CORP.
By:
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
Title: Executive Vice President - Finance
Dated: March 26, 1997