DESCRIBING THE COLLATERAL AS THE "COLLATERAL" IN
THE JURISDICTIONS AND RECORDING OFFICES LISTED ON SCHEDULE 2 ATTACHED HERETO,
THE SECURITY INTERESTS GRANTED HEREUNDER IN THE COLLATERAL WILL CONSTITUTE A
FULLY PERFECTED FIRST PRIORITY SECURITY INTERESTS UNDER THE UNIFORM COMMERCIAL
CODE IN ALL RIGHT, TITLE AND INTEREST OF EACH SELLER IN, TO AND UNDER SUCH
COLLATERAL WHICH CAN BE PERFECTED BY FILING UNDER THE UNIFORM COMMERCIAL CODE.
6.12
CHIEF EXECUTIVE OFFICE/JURISDICTION OF
ORGANIZATION. ON THE EFFECTIVE DATE, AND AT ALL TIMES DURING THE FOUR (4) MONTHS
PRECEDING THE EFFECTIVE DATE, EACH SELLER'S CHIEF EXECUTIVE OFFICE IS LOCATED AT
350 SOUTH GRAND AVENUE, 43RD FLOOR, LOS ANGELES, CALIFORNIA 90071. ON THE
EFFECTIVE DATE, EACH SELLER'S JURISDICTION OF ORGANIZATION IS CALIFORNIA.
6.13
LOCATION OF BOOKS AND RECORDS. THE LOCATION WHERE
EACH SELLER KEEPS ITS BOOKS AND RECORDS, INCLUDING ALL COMPUTER FILES AND
RECORDS RELATING TO THE PURCHASED ITEMS AND THE COLLATERAL IS ITS CHIEF
EXECUTIVE OFFICE.
6.14
TRUE AND COMPLETE DISCLOSURE. THE INFORMATION,
REPORTS, FINANCIAL STATEMENTS, EXHIBITS AND SCHEDULES FURNISHED IN WRITING BY OR
ON BEHALF OF THE SELLERS TO THE BUYER IN CONNECTION WITH THE NEGOTIATION,
PREPARATION OR DELIVERY OF THIS REPURCHASE AGREEMENT AND THE OTHER REPURCHASE
DOCUMENTS OR INCLUDED HEREIN OR THEREIN OR DELIVERED PURSUANT HERETO OR THERETO,
WHEN TAKEN AS A WHOLE, DO NOT CONTAIN ANY UNTRUE STATEMENT OF MATERIAL FACT OR
OMIT TO STATE ANY MATERIAL FACT NECESSARY TO MAKE THE STATEMENTS HEREIN OR
THEREIN, IN LIGHT OF THE CIRCUMSTANCES UNDER WHICH THEY WERE MADE, NOT
MISLEADING. ALL WRITTEN INFORMATION FURNISHED AFTER THE DATE HEREOF BY OR ON
BEHALF OF THE SELLERS TO THE BUYER IN CONNECTION WITH THIS REPURCHASE AGREEMENT
AND THE OTHER REPURCHASE DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED HEREBY AND
THEREBY WILL BE TRUE, COMPLETE AND ACCURATE IN EVERY MATERIAL RESPECT, OR (IN
THE CASE OF PROJECTIONS) BASED ON REASONABLE ESTIMATES, ON THE DATE AS OF WHICH
SUCH INFORMATION IS STATED OR CERTIFIED. THERE IS NO FACT KNOWN TO A RESPONSIBLE
OFFICER OF ANY SELLER, AFTER DUE INQUIRY, THAT COULD REASONABLY BE EXPECTED TO
HAVE A MATERIAL ADVERSE EFFECT THAT HAS NOT BEEN DISCLOSED HEREIN, IN THE OTHER
REPURCHASE DOCUMENTS OR IN A REPORT, FINANCIAL STATEMENT, EXHIBIT, SCHEDULE,
DISCLOSURE LETTER OR OTHER WRITING FURNISHED TO THE BUYER FOR USE IN CONNECTION
WITH THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.
6.15
TANGIBLE NET WORTH. ON THE EFFECTIVE DATE, AAMES
INVESTMENT'S TANGIBLE NET WORTH IS NOT LESS THAN $250,000,000.
6.16
ERISA. EACH PLAN TO WHICH ANY SELLER OR ITS
SUBSIDIARIES MAKE DIRECT CONTRIBUTIONS, AND, TO THE KNOWLEDGE OF SUCH SELLER,
EACH OTHER PLAN AND EACH MULTIEMPLOYER PLAN, IS IN COMPLIANCE IN ALL MATERIAL
RESPECTS WITH, AND HAS BEEN ADMINISTERED IN ALL MATERIAL RESPECTS IN COMPLIANCE
WITH, THE APPLICABLE PROVISIONS OF ERISA, THE CODE AND ANY OTHER FEDERAL
35
OR STATE LAW. NO EVENT OR CONDITION HAS OCCURRED AND IS CONTINUING AS TO WHICH
ANY SELLER WOULD BE UNDER AN OBLIGATION TO FURNISH A REPORT TO THE BUYER UNDER
SECTION 7.01(D) HEREOF.
6.17
CAPITALIZATION. SCHEDULE 3 HERETO CONTAINS A
TRUE,