SUBSEQUENT TRANSFER AGREEMENT

 

                                                                    EXHIBIT 10.1
                         SUBSEQUENT TRANSFER AGREEMENT

                 Pursuant to this Subsequent Transfer Agreement, dated as of
June 27, 1996, by and between AAMES CAPITAL CORPORATION (the "SELLER") and
BANKERS TRUST COMPANY OF CALIFORNIA, N.A., in its capacity as trustee for Aames
Mortgage Trust 1996-B (the "TRUSTEE"), and pursuant to that certain Pooling and
Servicing Agreement dated as of June 1, 1996 (the "POOLING AND SERVICING
AGREEMENT"), by and between Seller, as seller and servicer, and Trustee, as
trustee, Seller and Trustee agree to the sale by Seller and the purchase by
Trustee of additional mortgage loans (the "SUBSEQUENT MORTGAGE LOANS") to be
included in Group I or Group II as listed on the Additional Loan Schedule
attached hereto as Schedule A.

                 Capitalized terms used and not defined herein shall have their
respective meanings as set forth in the Pooling and Servicing Agreement.

                 Section 1.       Purchase and Conveyance of Subsequent
Mortgage Loans.

                 (a)       Seller does hereby sell, transfer, assign, set over
and convey to Trustee:

                           (i)     all right, title and interest of Seller in
                           and to the Subsequent Mortgage Loans owned by it and
                           listed on Schedule A hereto, including, without
                           limitation, the related Mortgages, Mortgage Files
                           and Mortgage Notes, and all payments on, and
                           proceeds with respect to, such Subsequent Mortgage
                           Loans received on and after the Subsequent Cut-off
                           Date except such payments and proceeds as the
                           Servicer is entitled to retain pursuant to the
                           express provisions of the Pooling and Servicing
                           Agreement;

                           (ii)    all right, title and interest of Seller in
                           the Mortgages on the properties securing the
                           Subsequent Mortgage Loans, including any related
                           Mortgaged Property acquired by or on behalf of the
                           Trust by foreclosure or deed in lieu of foreclosure
                           or otherwise;

                           (iii)   all right, title and interest of Seller in
                           and to any rights in or proceeds from any insurance
                           policies (including title insurance policies)
                           covering the Subsequent Mortgage Loans, the related
                           Mortgaged Properties or Mortgagors and any amounts
                           recovered from third parties in respect of any
                           Subsequent Mortgage Loans that became Liquidated
                           Mortgage Loans; and

                           (iv)   the proceeds of all of the foregoing.

                 (b)       With respect to each Subsequent Mortgaged Loan,
Seller, contemporaneously with the delivery of this Agreement, has delivered or
caused to be delivered to Trustee each item set forth in Section 2.01 of the
Pooling and Servicing Agreement.  The transfer to Trustee by Seller of the
Subsequent Mortgage Loans identified on Schedule A hereto shall be absolute and
is intended by Seller, the Servicer, Trustee and the Certificateholders to
constitute and to be treated as a sale by Seller.

                 (c)       The expenses and costs related to the delivery of
the Subsequent Mortgage Loans, this Agreement and the Pooling and Servicing
Agreement shall be borne by Seller.

                 (d)       Additional terms of the sale, including the purchase
price, are set forth on Attachments A and B hereto separated by Mortgage Loan
Group and will be specified in the Coverage Amount Identification Notice.

                 Section 2.       Representations and Warranties; Conditions
Precedent.

                 (a)       Seller hereby affirms the representations and
warrantees set forth in Section 2.05 of the Pooling and Servicing Agreement
that relate to the Subsequent Mortgage Loans as of the date hereof.  Seller
hereby affirms that each of the conditions set forth in Section 2.02 of the
Pooling and Servicing Agreement (except such conditions which are required to
be satisfied as of the end of the Commitment Period) is satisfied as of the
date hereof.

                 (b)       All terms and conditions of the Pooling and
Servicing Agreement are hereby ratified and confirmed; provided, however, that
in the event of any conflict, the provisions of this Agreement shall control
over the conflicting provisions of the Pooling and Servicing Agreement.

                 Section 3.       Recordation of Agreement.

                 This Agreement is subject to recordation in all appropriate
public offices for real property records in all the counties or other
comparable jurisdictions in which any or all of the Mortgaged Properties are
situated, and in any other appropriate public recording office or elsewhere,
such recordation to be effected by the Servicer and at its expense, in the
event such recordation materially and beneficially affects the interest of
Certificateholders.

                 For the purpose of facilitating the recordation of this
Agreement as herein provided and for other purposes, this Agreement may be
executed simultaneously in any number of counterparts, each of which
counterparts shall be deemed to be an original, and all such counterparts shall
constitute but one and the same instrument.

                 Section 4.       Governing Law.

                 This Agreement shall be construed in accordance with the laws
of the State of  California and the obligations, rights and remedies of the
parties hereunder shall be determined in accordance with such laws.

                 Section 5.       Successors and Assigns.

                 This Agreement shall inure to the benefit of and be binding
upon Seller and Trustee and their respective successors and assigns.

                             AAMES CAPITAL CORPORATION,
                             as Seller
                             
                             
                             By: /s/ Mark E. Elbaum                    
                                ------------------------------------------------
                             Name:   Mark E. Elbaum
                             Title:  Senior Vice President - Finance
                             
                             
                             
                             BANKERS TRUST COMPANY OF
                             CALIFORNIA, N.A., as
                             Trustee for Aames Mortgage Trust 1996-B
                             
                             
                             By: /s/ Nana Palmer                                
                                ------------------------------------------------
                             Name:   Nana Palmer
                             Title:  Vice President

State of California        )
                           )     ss:
County of Los Angeles      )

                 On the 26th day of June, 1996, before me, a notary public in
and for said County and State, personally appeared MARK E. ELBAUM, personally
known to me (or proved to me on the basis of satisfactory evidence) to be the
person whose name is subscribed to the within instrument and acknowledged to me
that he executed same in his authorized capacity, and that by his signature on
the instrument the person, or the entity upon behalf of which the person acted,
executed the instrument.

WITNESS my hand and official seal.

[Notorial Seal]                               /s/ Katherine L. Murray  
                                       ----------------------------------
                                                   Notary Public

State of California        )
                           )     ss:
County of Los Angeles      )

                 On the 27th day of June, 1996, before me, a notary public in
and for said County and State, personally appeared Nana Palmer, personally
known to me (or proved to me on the basis of satisfactory evidence) to be the
person whose name is subscribed to the within instrument and acknowledged to me
that she executed same in her authorized capacity, and that by her signature on
the instrument the person, or the entity upon behalf of which the person acted,
executed the instrument.

WITNESS my hand and official seal.

[Notorial Seal]                                      /s/ Whitney Knox          
                                            ------------------------------------
                                                         Notary Public

                                  ATTACHMENT A

                                                                                     
Subsequent Transfer Date:                                                                June 27, 1996
                                                                      
Subsequent Cut-off Date:                                                                 June 27, 1996
                                                                      
Aggregate of the Principal Balances of                                
  Group I Subsequent Mortgage Loans:                                                    $20,538,945.47
                                                                      
Aggregate of the Purchase Prices of Group I                           
  Subsequent Mortgage Loans:                                                            $19,511,998.19
                                                                      
Number of Subsequent Mortgage Loans                                   
  in Group 1:                                                                                      352
ATTACHMENT B Subsequent Transfer Date: June 27, 1996 Subsequent Cut-off Date: June 27, 1996 Aggregate of the Principal Balances of Group II Subsequent Mortgage Loans: $22,791,013.59 Aggregate of the Purchase Prices of Group II Subsequent Mortgage Loans: $21,651,462.91 Number of Subsequent Mortgage Loans in Group II: 261
CERTIFICATE PURSUANT TO SECTION 2.02 OF THE POOLING AND SERVICING AGREEMENT The undersigned, Mark E. Elbaum, Senior Vice President - Finance of Aames Capital Corporation, a California corporation (the "COMPANY"), does certify that: (i) this certificate is signed pursuant to Section 2.02 of the Pooling and Servicing Agreement, dated as of June 1, 1996 (the "POOLING AND SERVICING AGREEMENT"), by and between the Company and Bankers Trust Company of California, N.A., as Trustee; (ii) each condition precedent specified in Section 2.02 of the Pooling and Servicing Agreement and the Subsequent Transfer Agreement dated as of June 27, 1996 has been satisfied as of the date hereof; (iii) each of the representations and warranties set forth in Section A of Schedule II to the Pooling and Servicing Agreement is made at the date hereof; (iv) the Company was not insolvent nor was made insolvent by the transfer of the related Subsequent Mortgage Loans nor is aware of any pending insolvency at the date hereof; and (v) the addition of the Subsequent Mortgage Loans will not result in a material adverse tax consequence to the Trust or the Holders of Class A Certificates. Capitalized terms used herein and not defined herein shall have their respective meanings as set forth in the Pooling and Servicing Agreement. IN WITNESS WHEREOF, the undersigned has hereunto signed his name as of the 27th day of June, 1996. /s/ Mark E. Elbaum ----------------------------------- Mark E. Elbaum Senior Vice President - Finance

Basic Info X:

Name: SUBSEQUENT TRANSFER AGREEMENT
Type: Subsequent Transfer Agreement
Date: July 26, 1996
Company: AAMES CAPITAL CORP
State: California

Other info:

Date:

  • 26th day of June , 1996
  • June 1 , 1996
  • June 27 , 1996
  • 27th day of June , 1996

Organization:

  • Aames Mortgage Trust
  • Mortgage Loan Group
  • Coverage Amount Identification Notice
  • the State of California
  • Notary Public < PAGE > 5 State
  • County and State
  • Number of Subsequent Mortgage Loans in Group 1
  • Principal Balances of Group II
  • Number of Subsequent Mortgage Loans in Group II
  • Aames Capital Corporation
  • Company and Bankers Trust Company
  • Subsequent Transfer Agreement

Location:

  • Los Angeles
  • California
  • N.A.

Money:

  • $ 20,538,945.47
  • $ 19,511,998.19
  • $ 22,791,013.59
  • $ 21,651,462.91

Person:

  • Katherine L. Murray
  • Nana Palmer
  • Whitney Knox
  • Mark E. Elbaum