Exhibit 10.32(a)
AMENDED AND RESTATED
MASTER REPURCHASE AGREEMENT
GOVERNING PURCHASES AND SALES OF MORTGAGE LOANS
Dated as of July 30, 2003
LEHMAN BROTHERS BANK, FSB
as Buyer
and
AAMES CAPITAL CORPORATION
as Seller
Table of Contents
Page
1. APPLICABILITY 1 2. DEFINITIONS 1 3. INITIATION; CONFIRMATION;
TERMINATION; MAXIMUM TRANSACTION AMOUNTS 9 4. COLLATERAL AMOUNT MAINTENANCE 10
5. INCOME PAYMENTS 10 6. SECURITY INTEREST 11 7. PAYMENT, TRANSFER AND CUSTODY
12 8. REHYPOTHECATION OR PLEDGE OF PURCHASED MORTGAGE LOANS 13 9. SUBSTITUTION
14 10. REPRESENTATIONS AND WARRANTIES 14 11. NEGATIVE COVENANTS OF THE SELLER 16
12. AFFIRMATIVE COVENANTS OF THE SELLER 16 13. EVENTS OF DEFAULT 19 14. REMEDIES
21 15. ADDITIONAL CONDITION 24 16. SINGLE AGREEMENT 24 17. NOTICES AND OTHER
COMMUNICATIONS 24 18. ENTIRE AGREEMENT; SEVERABILITY 24 19. NON-ASSIGNABILITY 25
20. TERMINABILITY 25 21. GOVERNING LAW 25 22. CONSENT TO JURISDICTION AND
ARBITRATION 25 23. NO WAIVERS, ETC 26 24. INTENT 26 25. SERVICING 26 26.
DISCLOSURE RELATING TO CERTAIN FEDERAL PROTECTIONS 27 27. NETTING 27 28.
MISCELLANEOUS 27
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 Loan
EXHIBIT VI
A-MI LOANS
EXHIBIT VII
Authorized Officers of Seller
EXHIBIT VIII
Form of Monthly
Report
AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT
GOVERNING PURCHASES AND SALES OF MORTGAGE LOANS
Dated as of July 30, 2003
Between
LEHMAN BROTHERS BANK, FSB
as Buyer
and
AAMES CAPITAL CORPORATION,
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 ("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.
2.
DEFINITIONS
"Act of Insolvency" means, with respect to any party and its Affiliates,
(i) the filing of a petition, commencing, or authorizing the commencement of any
case or proceeding under any bankruptcy, insolvency, reorganization,
liquidation, dissolution or similar law relating to the protection of creditors,
or suffering any such petition or proceeding to be