Duty on Lender's Part
41
Section 10.
Miscellaneous
41
10.01
Waiver
41
10.02
Notices
41
10.03
Indemnification
and Expenses
41
10.04
Amendments
42
10.05
Successors and Assigns
42
ii
10.06
Survival
42
10.07
Captions
42
10.08
Counterparts
42
10.09
Warehouse Agreement Constitutes Security Agreement; Governing Law
42
10.10
SUBMISSION TO JURISDICTION; WAIVERS
43
10.11
WAIVER OF
JURY TRIAL
43
10.12
Acknowledgments
43
10.13
Hypothecation or
Pledge of Collateral
43
10.14
Assignments; Participations
43
10.15
Servicing
44
10.16
Periodic Due Diligence Review
45
10.17
Set-Off
46
10.18
Intent
46
10.19
Joint and Several Liability
46
iii
SCHEDULES
SCHEDULE 1
Representations and Warranties re: Mortgage Loans
SCHEDULE
2
[Intentionally Omitted]
SCHEDULE 3
Filing Jurisdictions and Offices
SCHEDULE 4
Relevant States
SCHEDULE 5
Subsidiaries
EXHIBITS
EXHIBIT A
Form of Promissory Note
EXHIBIT B
[Intentionally Omitted]
EXHIBIT C
Form of Opinion of Counsel to the Borrowers
EXHIBIT D
Form
of Notice of Borrowing and Pledge
EXHIBIT E
Underwriting Guidelines
EXHIBIT F
Required Fields for Servicing Transmission
EXHIBIT G
Required
Fields for Mortgage Loan Data Transmission
EXHIBIT H
Form of Borrowing
Base Certificate
EXHIBIT I
Form of Confidentiality Agreement
EXHIBIT J
Form of Subservicer Instruction Letter
EXHIBIT K
Form of Power of
Attorney
EXHIBIT L
Form of Escrow Letter
EXHIBIT M
List of
Settlement Agents
iv
WAREHOUSE LOAN AND SECURITY AGREEMENT
WAREHOUSE LOAN AND SECURITY AGREEMENT, dated as of February 10, 2000, as
amended and restated to and including March 21, 2002, between AAMES CAPITAL
CORPORATION, a California corporation, as a Borrower, AAMES FUNDING CORPORATION,
a California corporation, as a Borrower (each a "Borrower", collectively, the
"Borrowers") and GREENWICH CAPITAL FINANCIAL PRODUCTS, INC., a Delaware
corporation (the "Lender").
RECITALS
The Borrowers and the Lender have entered into a Warehouse Loan and
Security Agreement dated as of February 10, 2000 as amended and restated to and
including January 12, 2001 (the "Existing Agreement"), which the Borrowers and
the Lender have agreed to amend and restate pursuant to this amended and
restated Warehouse Agreement (as defined herein) to include all previously
executed amendments to the Existing Agreement and certain additional changes
reflected herein. Such amendment and restatement is desired by the parties
hereto, in lieu of a further amendment hereto, to enhance the clarity and
readability of this Warehouse Agreement.
The Borrowers wish to obtain financing from time to time to provide
interim funding for the origination and acquisition of certain Mortgage Loans
(as defined herein).
The Lender has agreed, subject to the terms and conditions of this
Warehouse Agreement, to provide such financing to the Borrowers.
Accordingly, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:
Section 1.
Definitions and Accounting Matters.
1.01
Certain Defined Terms.
As used herein, the following terms
shall have the following meanings (all terms defined in this Section 1.01 or in
other provisions of this Warehouse Agreement in the singular to have the same
meanings when used in the plural and vice versa):
"Aames Capital" shall