(other than Section 5.02(i) and (j)) have been satisfied (both as of the date of
such notice, request or confirmation and as of the date of such borrowing).
Section 6. Representations and Warranties.
Each Seller represents and warrants to the Buyer that throughout the term of
this Repurchase Agreement:
6.01
LEGAL NAME. ON THE EFFECTIVE DATE, THE EXACT
LEGAL NAME OF EACH SELLER IS AND DURING THE FOUR (4) MONTHS IMMEDIATELY
PRECEDING THE EFFECTIVE DATE, SUCH NAME HAS BEEN, RESPECTIVELY, AAMES CAPITAL
CORPORATION, AAMES FUNDING CORPORATION AND AAMES INVESTMENT CORPORATION AND NO
SELLER HAS USED ANY PREVIOUS NAMES, ASSUMED NAMES OR TRADE NAMES EXCEPT AS SET
FORTH ON SCHEDULE 5 ATTACHED HERETO.
6.02
EXISTENCE. EACH SELLER (A) IS A CORPORATION DULY
ORGANIZED, VALIDLY EXISTING AND IN GOOD STANDING UNDER THE LAWS OF THE
JURISDICTION OF ITS ORGANIZATION; (B) HAS ALL REQUISITE CORPORATE OR OTHER
POWER, AND HAS ALL GOVERNMENTAL LICENSES, AUTHORIZATIONS, CONSENTS AND APPROVALS
NECESSARY TO OWN ITS ASSETS AND CARRY ON ITS BUSINESS AS NOW BEING OR AS
PROPOSED TO BE CONDUCTED, EXCEPT WHERE THE LACK OF SUCH LICENSES,
AUTHORIZATIONS, CONSENTS AND APPROVALS WOULD NOT BE REASONABLY LIKELY TO HAVE A
MATERIAL ADVERSE EFFECT; AND (C) IS QUALIFIED TO DO BUSINESS AND IS IN GOOD
STANDING IN ALL OTHER JURISDICTIONS IN WHICH THE NATURE OF THE BUSINESS
CONDUCTED BY IT MAKES SUCH QUALIFICATION NECESSARY, EXCEPT WHERE FAILURE SO TO
QUALIFY WOULD NOT BE REASONABLY LIKELY (EITHER INDIVIDUALLY OR IN THE AGGREGATE)
TO HAVE A MATERIAL ADVERSE EFFECT.
6.03
FINANCIAL CONDITION. AAMES INVESTMENT HAS
HERETOFORE FURNISHED TO THE BUYER A COPY OF ITS CONSOLIDATED BALANCE SHEET AND
THE CONSOLIDATED BALANCE SHEETS OF ITS CONSOLIDATED SUBSIDIARIES FOR THE FISCAL
YEAR OF AAMES INVESTMENT ENDED DECEMBER 31, 2004 AND THE RELATED CONSOLIDATED
STATEMENTS OF INCOME AND RETAINED EARNINGS AND OF CASH FLOWS FOR AAMES CAPITAL
AND ITS CONSOLIDATED SUBSIDIARIES FOR SUCH FISCAL YEAR, WITH THE OPINION THEREON
OF ERNST & YOUNG, LLP.
32
ALL SUCH FINANCIAL STATEMENTS ARE COMPLETE AND CORRECT AND FAIRLY PRESENT, IN
ALL MATERIAL RESPECTS, THE CONSOLIDATED FINANCIAL CONDITION OF AAMES CAPITAL AND
ITS SUBSIDIARIES AND THE CONSOLIDATED RESULTS OF THEIR OPERATIONS AS AT SUCH
DATES AND FOR SUCH FISCAL PERIODS, ALL IN ACCORDANCE WITH GAAP APPLIED ON A
CONSISTENT BASIS. SINCE DECEMBER 31, 2004 THERE HAS BEEN NO MATERIAL ADVERSE
CHANGE IN THE CONSOLIDATED BUSINESS, OPERATIONS OR FINANCIAL CONDITION OF AAMES
CAPITAL AND ITS CONSOLIDATED SUBSIDIARIES TAKEN AS A WHOLE FROM THAT SET FORTH
IN SAID FINANCIAL STATEMENTS.
6.04
LITIGATION. THERE ARE NO ACTIONS, SUITS,
ARBITRATIONS, INVESTIGATIONS (INCLUDING, WITHOUT LIMITATION, ANY OF THE
FOREGOING WHICH ARE PENDING OR THREATENED) OR OTHER LEGAL OR ARBITRABLE
PROCEEDINGS AFFECTING ANY SELLER OR ANY OF ITS SUBSIDIARIES OR AFFECTING ANY OF
THE PROPERTY OF ANY OF THEM BEFORE ANY GOVERNMENTAL AUTHORITY THAT (I) QUESTIONS
OR CHALLENGES THE VALIDITY OR ENFORCEABILITY OF ANY OF THE REPURCHASE DOCUMENTS
OR ANY ACTION TO BE TAKEN IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED
HEREBY, OR (II) EXCEPT AS OTHERWISE DISCLOSED IN AAMES INVESTMENT'S FILINGS WITH
THE