SUBSEQUENT TRANSFER AGREEMENT

 

                                                                    EXHIBIT 10.1

                          SUBSEQUENT TRANSFER AGREEMENT

         Pursuant to this Subsequent Transfer Agreement, dated as of April 4,
1997, 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
1997-A (the "Trustee"), and pursuant to that certain Pooling and Servicing
Agreement dated as of March 1, 1997 (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") as listed on the Mortgage 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)      The Seller does hereby sell, transfer, assign, set over and 
convey to Trustee:

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

         (d)   Additional terms of the sale, including the purchase price, are 
set forth on Attachment A hereto.

         Section 2.        Representations and Warranties; Conditions Precedent.

         (a)   The 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. The 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 Funding 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 interests 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 (without regard to conflict of laws principles and the
application of the laws of any other jurisdiction), 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 the
Seller and the Trustee and their respective successors and assigns. The
Certificate Insurer is a third party beneficiary hereto and shall be entitled to
enforce the provisions hereof as if a party hereto.

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed by their respective officers, all as of the day and year first
above written.

                                   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 1997-A

                                   
                                   By: /s/ Katherine M. Keller
                                      -------------------------------------
                                   Name:  Katherine M. Keller
                                   Title: Assistant Secretary

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

         On this 4th day of April, 1997, 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.

                                                   /s/ Yvette Heredia
                                                   ----------------------------
                                                      Notary Public
                                                
[Notarial Seal]

State of California         )
                            )     ss:
County of Orange            )

         On this 4th day of April, 1997, before me, a notary public in and for
said County and State, personally appeared Katherine Keller, 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.

                                                  /s/ Whitney Knox
                                                  -----------------------------
                                                        Notary Public

[Notarial Seal]

                                  ATTACHMENT A

Subsequent Transfer Date:                                     April 4, 1997

Subsequent Cut-off Date:                                      March 31, 1997

Aggregate of the Principal Balances of
   Subsequent Mortgage Loans:                                 $34,847,311.95

Aggregate of the Purchase Prices of
   Subsequent Mortgage Loans:                                 $33,104,946.35

Number of Subsequent Mortgage Loans:                                  651

                                       A-1 

Basic Info X:

Name: SUBSEQUENT TRANSFER AGREEMENT
Type: Subsequent Transfer Agreement
Date: April 29, 1997
Company: AAMES CAPITAL CORP
State: California

Other info:

Date:

  • March 1 , 1997
  • 4th day of April , 1997
  • April 4 , 1997
  • March 31 , 1997

Organization:

  • Subsequent Transfer Agreement
  • Aames Mortgage Trust
  • the State of California
  • County and State
  • Notary Public [ Notarial Seal

Location:

  • N.A.
  • Los Angeles
  • California

Money:

  • $ 34,847,311.95
  • $ 33,104,946.35

Person:

  • Katherine M. Keller
  • Mark E. Elbaum
  • Yvette Heredia
  • Katherine Keller
  • Whitney Knox