7.27.
Deposit of Collections
47
Section 8.
Events of Default.
47
8.01.
Events of Default
47
8.02.
Remedies Upon Default
49
Section 9.
No Duty on Lender's Part
50
Section 10.
Miscellaneous.
50
10.01.
Waiver
50
10.02.
Notices
51
10.03.
Indemnification and Expenses
51
10.04.
Amendments
52
10.05.
Successors and Assigns
52
iii
10.06.
Survival
52
10.07.
Captions
52
10.08.
Counterparts
52
10.09.
Warehouse Agreement Constitutes Security Agreement; Governing Law
52
10.10.
SUBMISSION TO JURISDICTION; WAIVERS
52
10.11.
WAIVER OF JURY TRIAL
53
10.12.
Acknowledgments
53
10.13.
Hypothecation or Pledge of Collateral
53
10.14.
Assignments; Participations
54
10.15.
Servicing
55
10.16.
Periodic Due Diligence Review
56
10.17.
Set-Off
56
10.18.
Intent
57
10.19.
Joint and Several Liability
57
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 February 4, 2005, among AAMES INVESTMENT
CORPORATION, a Maryland corporation, 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 March 21, 2002 (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