Exhibit 10.11
MASTER REPURCHASE AGREEMENT
GOVERNING PURCHASES AND SALES OF MORTGAGE LOANS
Dated as of January 18, 2005
LEHMAN BROTHERS BANK, FSB
as Buyer
and
AAMES CAPITAL CORPORATION
and
AAMES INVESTMENT CORPORATION
Collectively, as Seller
Table of Contents
Page
1.
APPLICABILITY
1 2.
DEFINITIONS
1 3.
INITIATION; CONFIRMATION;
TERMINATION; MAXIMUM TRANSACTION AMOUNTS
15 4.
COLLATERAL AMOUNT
MAINTENANCE
19 5.
INCOME PAYMENTS
20 6.
SECURITY INTEREST
21 7.
PAYMENT, TRANSFER AND CUSTODY
22 8.
REHYPOTHECATION OR PLEDGE OF PURCHASED
MORTGAGE LOANS
24 9.
SUBSTITUTION
24 10.
REPRESENTATIONS AND
WARRANTIES
25 11.
NEGATIVE COVENANTS OF THE SELLER
29 12.
AFFIRMATIVE
COVENANTS OF THE SELLER
31 13.
EVENTS OF DEFAULT
35 14.
REMEDIES
37
15.
ADDITIONAL CONDITION
41 16.
SINGLE AGREEMENT
41 17.
NOTICES AND
OTHER COMMUNICATIONS
42 18.
ENTIRE AGREEMENT; SEVERABILITY
42 19.
NON-ASSIGNABILITY; PARTICIPATIONS
42 20.
TERMINABILITY
43 21.
INDEMNIFICATION
43 22.
GOVERNING LAW
44 23.
CONSENT TO JURISDICTION
AND ARBITRATION
44 24.
NO WAIVERS, ETC.
44 25.
INTENT
44 26.
SERVICING
44 27.
DISCLOSURE RELATING TO CERTAIN FEDERAL PROTECTIONS
46
28.
NETTING
46 29.
MISCELLANEOUS
47
i
EXHIBITS
EXHIBIT I
Confirmation EXHIBIT II
Form of Custodial Delivery EXHIBIT III
Form of Power of Attorney EXHIBIT IV
Opinion of Counsel to Seller EXHIBIT V
Representations and Warranties Regarding Mortgage Loans EXHIBIT VI
A-MI LOANS
EXHIBIT VII
Authorized Officers of Seller EXHIBIT VIII
Form of Monthly
Report EXHIBIT IX
Form of Request for Purchase EXHIBIT X
Underwriting
Guidelines
ii
MASTER REPURCHASE AGREEMENT
GOVERNING PURCHASES AND SALES OF MORTGAGE LOANS
Dated as of January 18, 2005
Between
LEHMAN BROTHERS BANK, FSB
as Buyer
and
AAMES CAPITAL CORPORATION
and
AAMES INVESTMENT CORPORATION
collectively, as Seller
1. APPLICABILITY
From time to time until the Final Repurchase Date, Lehman Brothers Bank, FSB
("Buyer") shall, subject to the terms hereof, enter into transactions upon the
request of Aames Capital Corporation and Aames Investment Corporation
(individually and collectively, "Seller") in which Seller agrees to transfer to
Buyer Mortgage Loans against the transfer of funds by Buyer, with a simultaneous
agreement by Buyer to transfer to Seller such Mortgage Loans at a date certain
not later than 30 days after the date of transfer or on demand, as specified in
the Confirmation, against the transfer of funds by Seller. Each such transaction
shall be referred to herein as a "Transaction" and shall be governed by this
Agreement and the related Confirmation, unless otherwise agreed in writing.
Notwithstanding anything in this Agreement to the contrary, Buyer shall have no
obligation to enter into any Transaction hereunder if there shall have occurred
any material adverse change, as determined by Buyer in its reasonable judgment,
in the financial condition of Seller, the financial markets generally or the
secondary market for Mortgage Loans. Buyer shall promptly notify Seller of any
determination by Buyer that any of the foregoing has occurred. All obligations
under the Transactions shall be recourse to Seller.
2. DEFINITIONS
"ACC" shall mean Aames Capital Corporation.
"Act of Insolvency" means, with respect