FISCAL YEAR OF AAMES INVESTMENT, THE CONSOLIDATED BALANCE SHEETS OF AAMES
INVESTMENT AND ITS CONSOLIDATED SUBSIDIARIES, AS AT THE END OF SUCH FISCAL YEAR
AND THE RELATED CONSOLIDATED STATEMENTS OF INCOME AND RETAINED EARNINGS AND OF
CASH FLOWS FOR AAMES INVESTMENT AND ITS CONSOLIDATED SUBSIDIARIES, FOR SUCH
YEAR, SETTING FORTH IN EACH CASE IN COMPARATIVE FORM THE FIGURES FOR THE
PREVIOUS YEAR, ACCOMPANIED BY AN OPINION THEREON OF INDEPENDENT CERTIFIED PUBLIC
ACCOUNTANTS OF RECOGNIZED NATIONAL STANDING, WHICH OPINION SHALL NOT BE
QUALIFIED AS TO SCOPE OF AUDIT OR GOING CONCERN AND SHALL STATE THAT SAID
CONSOLIDATED FINANCIAL STATEMENTS FAIRLY PRESENT THE CONSOLIDATED FINANCIAL
CONDITION AND RESULTS OF OPERATIONS OF AAMES INVESTMENT AND ITS CONSOLIDATED
SUBSIDIARIES, AS APPLICABLE, AS AT THE END OF, AND FOR, SUCH FISCAL YEAR IN
ACCORDANCE WITH GAAP, AND A CERTIFICATE
37
OF SUCH ACCOUNTANTS STATING THAT, IN MAKING THE EXAMINATION NECESSARY FOR THEIR
OPINION, THEY OBTAINED NO KNOWLEDGE, EXCEPT AS SPECIFICALLY STATED, OF ANY
DEFAULT OR EVENT OF DEFAULT;
(C)
FROM TIME TO TIME SUCH OTHER INFORMATION REGARDING THE FINANCIAL CONDITION,
OPERATIONS, OR BUSINESS OF THE SELLERS OR THE PARENT AS THE BUYER MAY REASONABLY
REQUEST; AND
(D)
AS SOON AS REASONABLY POSSIBLE, AND IN ANY EVENT WITHIN THIRTY (30) DAYS
AFTER A RESPONSIBLE OFFICER OF ANY SELLER OR THE PARENT KNOWS, OR WITH RESPECT
TO ANY PLAN OR MULTIEMPLOYER PLAN TO WHICH ANY SELLER OR ANY OF ITS SUBSIDIARIES
OR THE PARENT OR ANY OF ITS SUBSIDIARIES MAKES DIRECT CONTRIBUTIONS, HAS REASON
TO BELIEVE, THAT ANY OF THE EVENTS OR CONDITIONS SPECIFIED BELOW WITH RESPECT TO
ANY PLAN OR MULTIEMPLOYER PLAN HAS OCCURRED OR EXISTS, A STATEMENT SIGNED BY A
SENIOR FINANCIAL OFFICER OF THE SELLERS OR THE PARENT, AS APPLICABLE, SETTING
FORTH DETAILS RESPECTING SUCH EVENT OR CONDITION AND THE ACTION, IF ANY, THAT
THE SELLERS OR ANY ERISA AFFILIATE OR THE PARENT OR ITS ERISA AFFILIATE PROPOSES
TO TAKE WITH RESPECT THERETO (AND A COPY OF ANY REPORT OR NOTICE REQUIRED TO BE
FILED WITH OR GIVEN TO PBGC BY THE SELLERS OR AN ERISA AFFILIATE OR THE PARENT
OR AN ERISA AFFILIATE WITH RESPECT TO SUCH EVENT OR CONDITION):
(I)
ANY REPORTABLE EVENT, AS DEFINED IN
SECTION 4043(C) OF ERISA AND THE REGULATIONS ISSUED THEREUNDER, WITH RESPECT TO
A PLAN, AS TO WHICH PBGC HAS NOT BY REGULATION WAIVED THE REQUIREMENT OF
SECTION 4043(A) OF ERISA THAT IT BE NOTIFIED WITHIN THIRTY (30) CALENDAR DAYS
AFTER THE OCCURRENCE OF SUCH EVENT (PROVIDED THAT A FAILURE TO MEET THE MINIMUM
FUNDING STANDARD OF SECTION 412 OF THE CODE OR SECTION 302 OF ERISA, INCLUDING
WITHOUT LIMITATION THE FAILURE TO MAKE ON OR BEFORE ITS DUE DATE A REQUIRED
INSTALLMENT UNDER SECTION 412(M) OF THE CODE OR SECTION 302(E) OF ERISA, SHALL
BE A REPORTABLE EVENT REGARDLESS OF THE ISSUANCE OF ANY WAIVERS IN ACCORDANCE
WITH SECTION 412(D) OF THE CODE); AND ANY REQUEST FOR A WAIVER UNDER
SECTION 412(D) OF THE CODE FOR ANY PLAN;
(II)
THE DISTRIBUTION UNDER SECTION 4041(C) OF