No Duty on Lender's Part 48
Section 10
. Miscellaneous 48
10.01 Waiver 48
10.02 Notices 48
10.03 Indemnification and Expenses 49
10.04 Amendments 49
10.05 Successors and Assigns 50
10.06 Survival 50
10.07 Captions 50
10.08 Counterparts 50
10.09 Warehouse Agreement Constitutes Security Agreement; Governing Law 50
10.10 SUBMISSION TO JURISDICTION; WAIVERS 50
10.11 WAIVER OF JURY TRIAL 51
10.12 Acknowledgments 51
10.13 Hypothecation or Pledge of Collateral 51
10.14 Assignments; Participations 51
10.15 Servicing 52
10.16 Periodic Due Diligence Review 53
10.17 Set-Off 54
10.18 Intent 54
10.19 Joint and Several Liability 54
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
WAREHOUSE LOAN AND SECURITY AGREEMENT
WAREHOUSE LOAN AND SECURITY AGREEMENT, dated as of February 10, 2000, as amended
and restated to and including March 21, 2002, between 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
January 12, 2001 (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 1.01 or in other
provisions of this Warehouse Agreement in the singular to have the same meanings
when used in the plural and vice versa):
"Aames Capital" shall mean Aames Capital Corporation