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EXHIBIT 10.1
SUBSEQUENT TRANSFER AGREEMENT
Pursuant to this Subsequent Transfer Agreement, dated as of January
14, 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 1996-D (the "TRUSTEE"), and pursuant to that certain Pooling and
Servicing Agreement dated as of December 1, 1996 (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") to be
included in Group I or Group II as listed on the Additional 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) Seller does hereby sell, transfer, assign, set over and convey
to Trustee:
(i) all right, title and interest of 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 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 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 Mortgaged Loan, Seller,
contemporaneously with the delivery of this Agreement, has delivered or caused
to be delivered to Trustee each item set forth in Section 2.01 of the Pooling
and Servicing Agreement. The transfer to Trustee by Seller of the Subsequent
Mortgage Loans identified on Schedule A hereto shall be absolute and is
intended by Seller, the Servicer, Trustee and the Certificateholders to
constitute and to be treated as a sale by 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 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
and will be specified in the Coverage Amount Identification Notice.
Section 2. Representations and Warranties; Conditions Precedent.
(a) Seller hereby affirms the representations and warrantees set
forth in Section 2.05 of the Pooling and Servicing Agreement that relate to the
Subsequent Mortgage Loans as of the date hereof. 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 Commitment Period) is 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 interest 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 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
Seller and Trustee and their respective successors and assigns.
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AAMES CAPITAL CORPORATION,
as Seller
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇▇▇▇
Title: Assistant Vice President and Controller
BANKERS TRUST COMPANY OF
CALIFORNIA, N.A., as
Trustee for Aames Mortgage Trust 1996-D
By: /s/ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Assistant Secretary
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State of California )
) ss:
County of Los Angeles )
On this 14 day of January, 1997, before me, a notary public in and for
said County and State, personally appeared ▇▇▇▇ ▇▇▇▇▇▇, 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/▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Notary Public
[Notarial Seal]
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State of California )
) ss:
County of Orange )
On this 15th day of January, 1997, before me, a notary public in and
for said County and State, personally appeared ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, 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/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Notary Public
[Notarial Seal]
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ATTACHMENT A
Subsequent Transfer Date: January 14, 1997
Subsequent Cut-off Date: January 1, 1997
Aggregate of the Principal Balances of
Group I Subsequent Mortgage Loans: $47,057,860.76
Aggregate of the Purchase Prices of Group I
Subsequent Mortgage Loans: $44,704,967.72
Number of Subsequent Mortgage Loans
in Group I: 748
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ATTACHMENT B
Subsequent Transfer Date: January 14, 1997
Subsequent Cut-off Date: January 1, 1997
Aggregate of the Principal Balances of
Group II Subsequent Mortgage Loans: $82,811,712.64
Aggregate of the Purchase Prices of Group II
Subsequent Mortgage Loans: $78,671,127.01
Number of Subsequent Mortgage Loans
in Group II: 794
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CERTIFICATE PURSUANT TO
SECTION 2.02 OF THE POOLING AND SERVICING AGREEMENT
The undersigned, ▇▇▇▇ ▇▇▇▇▇▇, Assistant Vice President and Controller
of Aames Capital Corporation, a California corporation (the "COMPANY"), does
certify that:
(i) this certificate is signed pursuant to Section 2.02 of the
Pooling and Servicing Agreement, dated as of December 1, 1996 (the "POOLING AND
SERVICING AGREEMENT"), by and between the Company and Bankers Trust Company of
California, N.A., as Trustee;
(ii) each condition precedent specified in Section 2.02 of the
Pooling and Servicing Agreement and the Subsequent Transfer Agreement dated as
of January 14, 1997 has been satisfied as of the date hereof;
(iii) each of the representations and warranties set forth in
Section A of Schedule II to the Pooling and Servicing Agreement is made at the
date hereof;
(iv) the Company was not insolvent nor was made insolvent by the
transfer of the related Subsequent Mortgage Loans nor is aware of any pending
insolvency at the date hereof; and
(v) the addition of the Subsequent Mortgage Loans will not result
in a material adverse tax consequence to the Trust or the Holders of Class A
Certificates.
Capitalized terms used herein and not defined herein shall have their
respective meanings as set forth in the Pooling and Servicing Agreement.
IN WITNESS WHEREOF, the undersigned has hereunto signed his name as of
this 14th day of January, 1997.
/s/ ▇▇▇▇ ▇▇▇▇▇▇
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▇▇▇▇ ▇▇▇▇▇▇ Assistant
Vice President and Controller