EXHIBIT 99.1
EXECUTION COPY
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ORIGEN RESIDENTIAL SECURITIES, INC.
as Purchaser,
ORIGEN SECURITIZATION COMPANY, LLC
as Seller,
and
ORIGEN FINANCIAL L.L.C.
as Originator
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ASSET PURCHASE AGREEMENT
Series 2004-B
Dated as of September 1, 2004
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TABLE OF CONTENTS
PAGE
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ARTICLE I
DEFINITIONS
Section 1.1 Definitions............................................................................ 1
ARTICLE II
SALE OF CONTRACTS AND RELATED PROVISIONS
Section 2.1 Sale of Contracts...................................................................... 2
Section 2.2 Obligations of the Seller Upon Sale.................................................... 2
Section 2.3 Payment of Purchase Price for the Contracts............................................ 4
ARTICLE III
REPRESENTATIONS AND WARRANTIES; REMEDIES FOR BREACH
Section 3.1 Seller Representations and Warranties.................................................. 4
Section 3.2 Originator Representations and Warranties.............................................. 5
Section 3.3 Representations and Warranties Regarding Each Contract................................. 6
Section 3.4 [Reserved]............................................................................. 10
Section 3.5 Representations and Warranties Regarding the Contracts in the Aggregate................ 10
Section 3.6 Representations and Warranties Regarding the Contract Files............................ 11
Section 3.7 Remedies for Breach.................................................................... 13
Section 3.8 [Reserved]............................................................................. 14
ARTICLE IV
SELLER'S COVENANTS
Section 4.1 Covenants of the Seller................................................................ 14
ARTICLE V
INDEMNIFICATION BY THE ORIGINATOR
Section 5.1 Indemnification........................................................................ 15
ARTICLE VI
TERMINATION
Section 6.1 Termination............................................................................ 15
ARTICLE VII
MISCELLANEOUS PROVISIONS
Section 7.1 Amendment.............................................................................. 15
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Section 7.2 Governing Law.......................................................................... 15
Section 7.3 Notices................................................................................ 15
Section 7.4 Severability of Provisions............................................................. 17
Section 7.5 Relationship of Parties................................................................ 17
Section 7.6 Counterparts........................................................................... 17
Section 7.7 Further Agreements..................................................................... 17
Section 7.8 Intention of the Parties............................................................... 18
Section 7.9 Successors and Assigns; Assignment of Agreement........................................ 18
Section 7.10 Survival............................................................................... 18
Section 7.11 Third Party Beneficiary................................................................ 18
SCHEDULE 1
LIST OF CONTRACTS ............................................................................. I-1
EXHIBIT A FORM OF CERTIFICATE REGARDING SUBSTITUTED CONTRACTS
EXHIBIT B STANDARD & POOR'S GLOSSARY FOR FILE FORMAT FOR LEVELS(R)
VERSION 5.6 REVISED
ii
This ASSET PURCHASE AGREEMENT (this "Agreement"), dated as of
September 1, 2004, is made among Origen Securitization Company, LLC (the
"Seller"), Origen Residential Securities, Inc. (the "Purchaser") and Origen
Financial L.L.C. (the "Originator").
W I T N E S S E T H:
WHEREAS, the Seller owns the manufactured housing installment sales
contracts and installment loan agreements listed on Schedule I-A hereto
(collectively, the "Contracts"); and
WHEREAS, the parties hereto desire that the Seller sell the
Contracts to the Purchaser, and that the Originator make certain representations
and warranties on the Closing Date and undertake certain obligations on the
Closing Date with respect to such Contracts, in each case pursuant to the terms
of this Agreement; and
WHEREAS, pursuant to the terms of a Trust Agreement dated as of
September 1, 2004 (the "Trust Agreement"), among the Purchaser, as depositor,
Wilmington Trust Company, as owner trustee (the "Owner Trustee") and JPMorgan
Chase Bank, as certificate registrar and certificate paying agent, the Purchaser
will convey the Contracts to the Issuer; and
WHEREAS, pursuant to the terms of a Servicing Agreement dated as of
September 1, 2004, (the "Servicing Agreement"), among Origen Financial LLC, as
servicer (the "Servicer"), Origen Servicing, Inc., as subservicer (the
"Subservicer"), Vanderbilt Mortgage and Finance, Inc. as backup servicer, Origen
Manufactured Housing Contract Trust 2004-B, a Delaware statutory trust (the
"Issuer") and JPMorgan Chase Bank ("JPMorgan"), as Indenture Trustee (the
"Indenture Trustee"), the Servicer will be responsible for servicing the
Contracts and will engage the Subservicer to perform the primary servicing of
the Contracts; and
WHEREAS, pursuant to the terms of an Indenture dated as of September
1, 2004 (the "Indenture"), between the Issuer and the Indenture Trustee, the
Issuer will pledge the Contracts and issue and transfer to, the Purchaser the
Origen Manufactured Housing Contract Trust Collateralized Notes, Series 2004-B,
Class A-1, Class ▇-▇, ▇▇▇▇▇ ▇-▇, Class A-4, Class M-1, Class M-2, Class B-1 and
Class B-2 Notes (collectively, the "Notes"), representing debt of the Issuer;
and
WHEREAS, the parties intend these transactions to be treated for
federal, state and local tax purposes as the retention by Origen REIT of
ownership of the Contracts and the financing of such Contracts through the
issuance of secured indebtedness evidenced by the Notes, and have mutually
covenanted to treat the transactions consistent with that intent for all
federal, state and local tax purposes;
NOW, THEREFORE, in consideration of the mutual covenants herein
contained, the parties hereto agree as follows:
ARTICLE I
DEFINITIONS
Section 1.1 Definitions. For all purposes of this Asset Purchase
Agreement, except as otherwise expressly provided herein or unless the context
otherwise requires, capitalized terms
not otherwise defined herein shall have the meanings assigned to such terms in
the definitions attached to the Indenture as Appendix A, which is incorporated
by reference herein. All other capitalized terms used herein shall have the
meanings specified herein.
ARTICLE II
SALE OF CONTRACTS AND RELATED PROVISIONS
Section 2.1 Sale of Contracts.
(a) The Seller, concurrently with the execution and delivery of this
Agreement, does hereby transfer, sell, assign, set over, and otherwise convey to
the Purchaser, without recourse, all of its right, title and interest in, to and
under the following, whether now existing or hereafter acquired and wherever
located: (i) the Contracts listed on the List of Contracts as amended from time
to time (including the security interests created thereby), including all
principal of and interest received on or with respect to such Contracts after
the Cut-off Date, (ii) all of the rights under all Hazard Insurance Policies
relating to the Manufactured Homes securing such Contracts for the benefit of
the creditors under such Contracts, (iii) all documents contained in the
Contract Files and in the Land-and-Home Contract Files with respect to the
related Contracts, and (iv) all proceeds of any of the foregoing.
(b) Other than for federal, state and local tax purposes, the
parties hereto intend that the transaction set forth herein be a sale by the
Seller to the Purchaser of all the Seller's right, title and interest in and to
the Contracts and other property described above. In the event the transaction
set forth herein is deemed not to be a sale, the Seller hereby grants to the
Purchaser a security interest in all of the Seller's right, title and interest
in, to and under the Contracts and other property described above, whether now
existing or hereafter created, to secure all of the Seller's obligations
hereunder; and this Agreement shall constitute a security agreement under
applicable law. The transactions described herein will be treated as set forth
in Section 7.8 hereof for federal, state and local tax purposes.
Section 2.2 Obligations of the Seller Upon Sale.
(a) In connection with the transfer pursuant to Section 2.1 hereof,
the Seller further agrees, at its own expense, on or prior to the Closing Date
with respect to each Contract, (a) to indicate in its books and records that the
Contracts have been sold to the Purchaser or to the Issuer, as assignee of the
Purchaser, pursuant to this Agreement and (b) to deliver to the Purchaser an
electronic file containing a true and complete list of all such Contracts
specifying for each such Contract, as of the related Cut-off Date: (i) its
account number and (ii) the Cut-off Date Principal Balance and such other
information specified in the definition of "List of Contracts" in the Indenture.
Such electronic file, which forms a part of Exhibit B to the Indenture shall
also be marked as Schedule I to this Agreement and is hereby incorporated into
and made a part of this Agreement.
(b) In connection with the conveyance by the Seller, on or prior to
the Closing Date with respect to each Contract, the Seller shall deliver or
cause to be delivered to the Indenture Trustee, or the Custodian on its behalf,
the Contract File with respect to each Contract
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and the Land-and-Home Contract File with respect to each Land-and-Home Contract
transferred and assigned pursuant to this Agreement.
(c) The Seller further hereby confirms to the Purchaser that, as of
the Closing Date with respect to each Contract, it has caused the portions of
the Electronic Ledger relating to the Contracts maintained by the Seller to be
clearly and unambiguously marked to indicate that the Contracts have been sold
to the Purchaser or the Indenture Trustee as assignee of the Purchaser, as
applicable. The Electronic Ledger shall indicate that the Contracts are held by
the Custodian on behalf of the Indenture Trustee.
(d) For administrative convenience and facilitation of servicing and
to reduce closing costs, the Assignments of Mortgage related to Land-and-Home
Contracts shall not be required to be submitted for recording; provided,
however, that each Assignment of Mortgage for each Land-and-Home Contract shall
be submitted for recording by the Seller, at its expense and at the direction of
the Servicer, in the name of the Indenture Trustee, at no expense to the Issuer
or the Indenture Trustee, upon the occurrence of a bankruptcy or insolvency
proceeding instituted by the Servicer, or the continuance of such a proceeding
against the Servicer instituted by another party, unstayed, for 60 days. Upon
receipt of written notice that recording of the Assignments of Mortgage is
required pursuant to the condition set forth in the preceding sentence, the
Seller shall be required to deliver such Assignments of Mortgage within 60 days
following receipt of such notice.
The Seller promptly shall (within 60 Business Days following the
date it becomes required to submit Assignments of Mortgage related to
Land-and-Home Contracts for recording pursuant to this Section 2.2(d)) submit or
cause to be submitted for recording, at no expense to the Purchaser (or the
Trust Estate or the Indenture Trustee under the Indenture), in the appropriate
public office for real property records, each Assignment of Mortgage for each
Land-and-Home Contract and shall execute each original Assignment of Mortgage in
the following form: "JPMorgan Chase Bank, as Indenture Trustee under the
applicable agreement." In the event that any such Assignment of Mortgage is lost
or returned unrecorded because of a defect therein, the Seller promptly shall
prepare a substitute Assignment of Mortgage or cure such defect, as the case may
be, and thereafter cause each such Assignment of Mortgage to be duly recorded.
(e) If a material defect in any Asset File is discovered which may
materially and adversely affect the value of the related Contract, or the
interests of the Indenture Trustee (as pledgee of the Contracts), the
Noteholders or the Certificateholders in such Contract including if any document
required to be delivered to the Indenture Trustee has not been delivered, the
Seller shall cure such defect, repurchase the related Contract at the Repurchase
Price or substitute an Eligible Substitute Contract for the related Contract
upon the same terms and conditions set forth in Section 3.7 hereof for breaches
of representations and warranties as to the Contracts.
(f) The Seller agrees to prepare and execute UCC-1 financing
statements with the Secretary of State in the State of Delaware (which shall
have been filed within seven days of the Closing Date) describing the Contracts
and naming the Seller as debtor and the Purchaser (and indicating that such
Contracts have been assigned to the Issuer and pledged to the Indenture
Trustee), as secured party and all necessary continuation statements and any
amendments to the UCC-1 financing statements required to reflect a change in the
name or corporate structure of the
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Seller or the filing of any additional UCC-1 financing statements due to the
change in the location of the Seller, as are necessary to perfect and protect
the Indenture Trustee's interest in each Contract and the proceeds thereof.
Section 2.3 Payment of Purchase Price for the Contracts. In consideration
of the sale of the Contracts from the Seller to the Purchaser on the Closing
Date, the Purchaser agrees to pay to the Seller on the Closing Date by transfer
of immediately available funds, an amount equal to $168,206,061.85 (the
"Purchase Price"), and to transfer to, or upon order of, the Seller on the
Closing Date the Trust Certificates and the Class B-2 Notes.
ARTICLE III
REPRESENTATIONS AND WARRANTIES; REMEDIES FOR BREACH
Section 3.1 Seller Representations and Warranties. The Seller represents
and warrants to the Purchaser as of the Closing Date:
(a) Organization and Good Standing. The Seller is a limited
liability company duly formed, validly existing and in good standing under the
laws of the jurisdiction of its organization and has the power to own its assets
and to transact the business in which it is currently engaged. The Seller is
duly qualified to do business as a foreign limited liability company and is in
good standing in each jurisdiction in which the character of the business
transacted by it or properties owned or leased by it requires such qualification
and in which the failure so to qualify would have a material adverse effect on
the business, properties, assets, or condition (financial or other) of the
Seller.
(b) Authorization; Binding Obligations. The Seller has the power and
authority to make, execute, deliver and perform this Agreement and all of the
transactions contemplated under this Agreement and has taken all necessary
action to authorize the execution, delivery and performance of this Agreement.
When executed and delivered, this Agreement will constitute the legal, valid and
binding obligation of the Seller enforceable in accordance with its terms,
except as enforcement of such terms may be limited by bankruptcy, insolvency or
similar laws affecting the enforcement of creditors' rights generally and by the
availability of equitable remedies.
(c) No Consent Required. The Seller is not required to obtain the
consent of any other party or any consent, license, approval or authorization
from, or registration or declaration with, any governmental authority, bureau or
agency in connection with the execution, delivery, performance, validity or
enforceability of this Agreement.
(d) No Violations. The execution, delivery and performance of this
Agreement by the Seller will not violate any provision of any existing law or
regulation or any order or decree of any court or the organization documents of
the Seller, or constitute a material breach of any mortgage, indenture, contract
or other agreement to which the Seller is a party or by which the Seller may be
bound.
(e) Litigation. No litigation or administrative proceeding of or
before any court, tribunal or governmental body is currently pending, or to the
knowledge of the Seller threatened, against the Seller or any of its properties
or with respect to this Agreement or the
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Notes which, if adversely determined, would in the opinion of the Seller have a
material adverse effect on the transactions contemplated by this Agreement.
(f) Seller's Office. The Seller's chief executive office is in
Southfield, Michigan.
(g) Seller's Location. For purposes of the Uniform Commercial Code,
the Seller's location is Delaware.
Section 3.2 Originator Representations and Warranties. The Originator
represents and warrants to the Purchaser as of the Closing Date:
(a) Organization and Good Standing. The Originator is a limited
liability company duly formed, validly existing and in good standing under the
laws of the jurisdiction of its organization and has the power to own its assets
and to transact the business in which it is currently engaged. The Originator is
duly qualified to do business as a foreign limited liability company and is in
good standing in each jurisdiction in which the character of the business
transacted by it or properties owned or leased by it requires such qualification
and in which the failure so to qualify would have a material adverse effect on
the business, properties, assets, or condition (financial or other) of the
Originator.
(b) Authorization; Binding Obligations. The Originator has the power
and authority to make, execute, deliver and perform this Agreement and all of
the transactions contemplated under this Agreement and has taken all necessary
action to authorize the execution, delivery and performance of this Agreement.
When executed and delivered, this Agreement will constitute the legal, valid and
binding obligation of the Originator enforceable in accordance with its terms,
except as enforcement of such terms may be limited by bankruptcy, insolvency or
similar laws affecting the enforcement of creditors' rights generally and by the
availability of equitable remedies.
(c) No Consent Required. The Originator is not required to obtain
the consent of any other party or any consent, license, approval or
authorization from, or registration or declaration with, any governmental
authority, bureau or agency in connection with the execution, delivery,
performance, validity or enforceability of this Agreement.
(d) No Violations. The execution, delivery and performance of this
Agreement by the Originator will not violate any provision of any existing law
or regulation or any order or decree of any court or the organization documents
of the Originator, or constitute a material breach of any mortgage, indenture,
contract or other agreement to which the Originator is a party or by which the
Originator may be bound.
(e) Litigation. No litigation or administrative proceeding of or
before any court, tribunal or governmental body is currently pending, or to the
knowledge of the Originator threatened, against the Originator or any of its
properties or with respect to this Agreement or the Notes which, if adversely
determined, would in the opinion of the Originator have a material adverse
effect on the transactions contemplated by this Agreement.
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(f) Licensing. The Originator is duly registered as a finance
company in each state in which Contracts were originated, to the extent such
registration is required by applicable law.
(g) Originator's Office. The Originator's chief executive office is
in Southfield, Michigan.
(h) Origen REIT is a REIT. Origen CMO Residual Holding Company, LLC
and any Affiliate of Origen REIT that holds a Trust Certificate is a "qualified
REIT subsidiary" as defined in Section 856(i) of the Code or is an entity that
is disregarded for federal income tax purposes and is wholly owned by a real
estate investment trust "as defined in Section 856(A) of the Code or a
"qualified REIT subsidiary" as defined in Section 856(i) of the Code.
Section 3.3 Representations and Warranties Regarding Each Contract.
The Seller and Originator each represents and warrants to the
Purchaser and its assignees as of the Closing Date with respect to each
Contract:
(a) List of Contracts. The information set forth in the applicable
List of Contracts is true and correct as of its date.
(b) Payments. As of the Cut-off Date, the most recent scheduled
payment was made by or on behalf of the Obligor (without any advance from the
Seller or any Person acting at the request of the Seller) or was not past due
for more than 30 days.
(c) No Waivers. The terms of the Contract have not been waived,
altered or modified in any respect, except by instruments or documents
identified in the Contract File or Land-and-Home Contract File, as applicable.
(d) Binding Obligation. The Contract is the legal, valid and binding
obligation of the Obligor thereunder and is enforceable in accordance with its
terms, except as such enforceability may be limited by laws affecting the
enforcement of creditors' rights generally.
(e) No Defenses. The Contract is not subject to any right of
rescission, setoff, counterclaim or defense, including the defense of usury, and
the operation of any of the terms of the Contract or the exercise of any right
thereunder will not render the Contract unenforceable in whole or in part or
subject to any right of rescission, setoff, counterclaim or defense, including
the defense of usury, and no such right of rescission, setoff, counterclaim or
defense has been asserted with respect thereto.
(f) Insurance Coverage. The Manufactured Home securing the Contract
is covered by a Hazard Insurance Policy in the amount required by Section 3.10
of the Servicing Agreement. With respect to any Contract, the Seller has
obtained: (i) a statement from the Obligor's insurance agent or other
information source that the Manufactured Home was, at the time of origination of
the Contract, not in a federally designated special flood hazard area; or (ii)
evidence that, at the time of origination, flood insurance was in effect, which
coverage is at least equal to that required by Section 3.10 of the Servicing
Agreement or such lesser coverage as may
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be available under the federal flood insurance program. All premiums due as of
the Closing Date on such insurance have been paid in full.
(g) Origination. The Contract was originated by a manufactured
housing dealer and purchased by the Originator, or originated by the Originator
directly, in the regular course of its business.
(h) Lawful Assignment. The Contract was not originated in and is not
subject to the laws of any jurisdiction whose laws would make the transfer of
the Contract pursuant to this Agreement or pursuant to transfers of Notes or
Certificates, or the ownership of the Contract by the Issuer, unlawful or render
the Contract unenforceable.
(i) Compliance with Law. At and since the date of origination of the
Contract, all requirements of any federal and state laws, rules and regulations
applicable to the Contract, including, without limitation, usury, truth in
lending, equal credit opportunity, predatory and abusive lending laws, have been
complied with, and the Originator shall for at least the period of this
Agreement, maintain in its possession, available for the Indenture Trustee's
inspection, and shall deliver to the Indenture Trustee upon demand, evidence of
compliance with all such requirements. Such compliance is not affected by the
Purchaser's or its assignee's ownership of the Contract.
(j) Contract in Force. The obligation set forth in the Contract has
not been satisfied or subordinated in whole or in part, nor has the Contract
been rescinded, and the Manufactured Home securing the Contract has not been
released from the lien of the Contract in whole or in part.
(k) Valid Security Interest. Each Contract (other than the
Land-and-Home Contracts) creates a valid and enforceable perfected first
priority security interest in favor of the Originator in the Manufactured Home
covered thereby as security for payment of the Cut-off Date Principal Balance of
such Contract. The Originator has assigned to the Seller and the Seller has
assigned all of its right, title and interest in such Contract, including the
security interest in the Manufactured Home covered thereby, to the Purchaser.
The Purchaser will own each Contract free of any lien and has and will have a
valid and enforceable first priority security interest in each Manufactured Home
covered thereby. Upon execution of the Indenture, the Indenture Trustee will
have a valid and perfected first priority security interest in the related
Manufactured Home securing each Contract included in the Trust Estate.
Each Mortgage related to a Land-and-Home Contract is a valid first
lien in favor of the Seller on real property securing the amount owed by the
Obligor under the related Land-and-Home Contract subject only to (i) the lien of
current real property taxes and assessments, (ii) covenants, conditions and
restrictions, rights of way, easements and other matters of public record as of
the date of recording of such Mortgage, such exceptions appearing of record
being acceptable to mortgage lending institutions generally in the area wherein
the property subject to the Mortgage is located or specifically reflected in the
appraisal obtained in connection with the origination of the related
Land-and-
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Home Contract obtained by the Seller and (iii) other matters to which like
properties are commonly subject which do not materially interfere with the
benefits of the security intended to be provided by such Mortgage. As of the
Closing Date, with respect to each Contract, the Seller will have assigned all
of its right, title and interest in such Land-and-Home Contract and related
Mortgage, including the security interest in the Manufactured Home covered
thereby, to the Purchaser who will assign it to the Issuer, who will pledge it
to the Indenture Trustee under the Indenture. The Purchaser will have a valid
and perfected and enforceable first priority security interest each Mortgaged
Property related to a Land-and-Home Contract, subject to the exceptions set
forth above.
(l) Capacity of Parties. The signature(s) of the Obligor(s) on the
Contract are genuine and all parties to the Contract had full legal capacity to
execute the Contract.
(m) Good Title. In the case of a Contract purchased from a
manufactured housing dealer, the Originator purchased the Contract for fair
value and took possession thereof in the ordinary course of its business,
without knowledge that the Contract was subject to a security interest.
Immediately prior to the transfer hereunder, the Seller has good and marketable
title thereto free and clear of any encumbrance, equity, loan, pledge, charge,
claim or security interest and is the sole owner thereof with full right to
transfer the Contract to the Purchaser. With respect to any Contract bearing a
stamp indicating that such Contract has been sold to another party, such other
party's interest in such Contract has been released.
(n) No Defaults. As of the Cut-off Date, there was no default,
breach, violation or event permitting acceleration existing under the Contract
and no event which, with notice and the expiration of any grace or cure period,
would constitute such a default, breach, violation or event permitting
acceleration under such Contract (except payment delinquencies permitted by
clause (b) above). The Seller has not waived any such default, breach, violation
or event permitting acceleration except payment delinquencies permitted by
clause (b) above. As of the Closing Date, the related Manufactured Home is, to
the best of the Seller's and the Originator's knowledge, free of damage and in
good repair. No Manufactured Home has suffered damage that is not covered by a
Hazard Insurance Policy, including, but not limited to, hurricanes, earthquakes,
floods, tornadoes, straight-line winds, sinkholes, mudslides, volcanic eruptions
and other natural disasters.
(o) No Liens. As of the Closing Date, there are no liens or claims
which have been filed for work, labor or materials affecting the Manufactured
Home or any related Mortgaged Property securing the Contract which are or may be
liens prior to, or equal or coordinate with, the lien of the Contract.
(p) Equal Installments. Each Contract with a fixed Contract Rate
provides for level monthly payments which, if paid on each Due Date, amortize
the loan over its term.
(q) Enforceability. The Contract contains customary and enforceable
provisions so as to render the rights and remedies of the holder thereof
adequate for the realization against the collateral of the benefits of the
security provided thereby.
(r) One Original. There is only one original executed Contract
(other than the original executed copy retained by the Obligor), which Contract
has been delivered to the Purchaser or its custodian on or before the Closing
Date.
(s) Loan-to-Value Ratio. At the time of their origination all of the
Contracts had Loan-to-Value Ratios not greater than 100%.
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(t) Primary Resident. At the time of origination of the Contract the
Obligor was the primary resident of the related Manufactured Home. In the case
of the "Buy For" program, the Obligor has purchased the Manufactured Home for
the primary resident. The "Buy For" program loans represent 300 Contracts and
4.28% of the Cut-off Date Principal Balance of the Contracts as of the Cut-off
Date.
(u) Not Real Estate. With respect to each Contract other than a
Land-and-Home Contract, the related Manufactured Home is not generally
considered or classified as part of the real estate on which it is located under
the laws of the jurisdiction in which it is located.
(v) Notation of Security Interest. With respect to each Contract
other than a Land-and-Home Contract, if the related Manufactured Home is located
in a state in which notation of a security interest on the title document is
required or permitted to perfect such security interest, the title document
shows, or if a new or replacement title document with respect to such
Manufactured Home is being applied for such title document will be issued within
180 days and will show, the Originator or its assignee as the holder of a first
priority security interest in such Manufactured Home; if the related
Manufactured Home is located in a state in which the filing of a financing
statement under the UCC is required to perfect a security interest in
manufactured housing, such filings or recordings have been duly made and show
the Originator or its assignee as secured party. If the related Manufactured
Home secures a Land-and-Home Contract, such Manufactured Home is subject to a
Mortgage properly filed in the appropriate public recording office or such
Mortgage will be properly filed in the appropriate public recording office
within 180 days, naming the Originator as mortgagee. In either case, the
Indenture Trustee has the same rights as the secured party of record would have
(if such secured party were still the owner of the Contract) against all Persons
(including the Seller and any trustee in bankruptcy of the Seller) claiming an
interest in such Manufactured Home.
(w) Secondary Mortgage Market Enhancement Act. The related
Manufactured Home is a "manufactured home" within the meaning of ▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ Code, Section 5402(6). Each manufactured housing dealer from whom the
Originator purchased such Contract, if any, was then approved by the Originator
in accordance with the requirements of the Secretary of Housing and Urban
Development set forth in 24 CFR Section 201.27. At the origination of each
Contract, the Originator was approved for insurance by the Secretary of Housing
and Urban Development pursuant to Section 2 of the National Housing Act.
(x) Simple Interest and Actuarial Contracts. As of the Cut-off Date,
no more than 4.68% of the Contracts are "simple interest" manufactured housing
installment loan agreements or manufactured housing installment sales contracts
and the remaining Contracts are actuarial manufactured housing installment loan
agreements or manufactured housing installment sales contracts.
(y) Land-and-Home Contracts. No Contract other than a Land-and-Home
Contract is secured, or intended to be secured, in whole or in part by the lien
of a mortgage or deed of trust creating a first lien on an estate in fee simple
in the real property.
(z) Financing of Real Property. No Contract other than a
Land-and-Home Contract has financed any amount in respect of real property.
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(aa) Manufactured Homes. The related manufactured home is a
"manufactured home" within the meaning of Section 5402(6) of Title 42 of the
United States Code.
(bb) No Prepayment Penalties. No Contract contains any provisions
providing for the payment of a prepayment fee or penalty upon the prepayment of
a portion or all of the outstanding principal balance of that Contract.
(cc) No Predatory Loans. No Contract is covered by the Home
Ownership and Equity Protection Act of 1994 ("HOEPA") and no Contract is in
violation of any comparable state law. No Contract in the Trust Estate is a
"high cost home," "covered," "high risk home" or "predatory" loan under HOEPA or
any other applicable state, federal or local law (or a similarly classified loan
using different terminology under a law imposing heightened regulatory scrutiny
or additional legal liability for residential mortgage loans having high
interest rates, points and/or fees), as applicable.
(dd) Georgia Loans. No Land-and-Home Contract was originated on or
after October 1, 2002 and before March 7, 2003, which is secured by property
located in the State of Georgia.
(ee) No Contract is a High Cost Loan or Covered Loan, as applicable
(as such terms are defined in Appendix E of the Standard & Poor's Glossary For
File Format For LEVELS(R) Version 5.6 Revised (attached hereto as Exhibit B).
Section 3.4 [Reserved]
Section 3.5 Representations and Warranties Regarding the Contracts in the
Aggregate. The Seller and the Originator each represents and warrants to the
Purchaser and its assignees as of the Closing Date, with respect to the
Contracts that:
(a) Amounts. The aggregate principal amounts payable by Obligors
under the Contracts as of the Cut-off Date equal the Cut-off Date Pool Principal
Balance. The aggregate principal amounts payable by Obligors under the Contracts
as of the Cut-off Date equal $200,066,397.93.
(b) Characteristics of Contracts. The Contracts have the following
characteristics as of the Cut-off Date:
(i) the Obligors on not more than 28.10% of the Contracts by
Cut-off Date Pool Principal Balance are located in any one state,
the Obligors on not more than 2.37% of the Contracts by Cut-off Date
Pool Principal Balance are located in an area with the same zip code
and the Obligors on not more than 8.43% of the Contracts by Cut-off
Date Pool Principal Balance are located in California in an area
with the same zip code;
(ii) no Contract has a remaining term to maturity of fewer
than 51 months or more than 360 months;
(iii) the final scheduled payment date on the Contract with
the latest maturity is in November 1, 2034;
10
(iv) 66.99% of the Contracts by Cut-off Date Pool Principal
Balance is attributable to loans for purchases of new Manufactured
Homes and approximately 33.01% is attributable to loans for
purchases of used Manufactured Homes;
(v) 2.62% of the Contracts by Cut-off Date Pool Principal
Balance are attributable to Land-and-Home Contracts;
(vi) the Weighted Average Net Contract Rate of the Contracts
as of the Cut-off Date is at least 9.658% per annum;
(vii) 84.72% of the Contracts by Cut-off Date Pool Principal
Balance is attributable to loans for the purchase of multi-section
Manufactured Homes;
(viii) the weighted average (by Cut-off Date Pool Principal
Balance) loan to value ratio of the Contracts is not more than
86.52%;
(ix) no Contract was originated before February 19, 1998;
(x) 22.67% of the Contracts by Cut-off Date Pool Principal
Balance are secured by Manufactured Homes located in a mobile home
park;
(xi) the weighted average FICO score of the obligors
determined in connection with the origination of the Contracts, and
weighted based on Cut-off Date Principal Balance, is not less than
719;
(xii) the number of refinancings relating to repossessions is
not greater than 3.33% and
(xiii) no more than 12.56% of the Contracts will be secured by
Manufactured Homes located in the State of Texas.
(c) Electronic File. The Electronic File made available by the
Seller was complete and accurate as of its date and includes a description of
the same Contracts that are described in the List of Contracts.
(d) Marking Records. By the Closing Date, the Seller has caused the
portions of the Electronic Ledger relating to the Contracts to be clearly and
unambiguously marked to indicate that such Contracts constitute part of the
Trust Estate and are held by the Custodian on behalf of the Indenture Trustee
for the benefit of the Noteholders and the Certificateholders in accordance with
the terms of the Indenture.
(e) No Adverse Selection. No adverse selection procedures have been
employed in selecting the Contracts.
Section 3.6 Representations and Warranties Regarding the Contract Files.
The Seller and the Originator each represents and warrants to the
Purchaser, as of the Closing Date with respect to the Contracts, that:
11
(a) Bulk Transfer Laws. The transfer, assignment and conveyance of
the Contracts and the Asset Files by the Seller pursuant to this Agreement is
not subject to the bulk transfer or any similar statutory provisions in effect
in any applicable jurisdiction.
With respect to the representations and warranties set forth in this
Section that are made to the best of the each of the Seller's and Originator's
knowledge or as to which the Seller and the Originator have no knowledge, if it
is discovered by the Purchaser, the Seller, the Originator, the Servicer, the
Issuer or the Indenture Trustee that the substance of any such representation or
warranty is inaccurate and such inaccuracy materially and adversely affects the
value of the related Contract or the interest of the Trust Estate therein,
notwithstanding the Seller's or Originator's lack of knowledge with respect to
the substance of such representation and warranty being inaccurate at the time
the representation or warranty was made, such inaccuracy shall be deemed a
breach of the applicable representation or warranty and either the Seller or the
Originator, as applicable, shall cure such breach, repurchase the related
Contract at the Repurchase Price or substitute an Eligible Substitute Contract
therefor pursuant to Section 3.6(b).
12
Section 3.7 Remedies for Breach. (a) Upon discovery by the Originator or
Seller, as applicable, or upon notice from the Purchaser, the Issuer, the Owner
Trustee, the Servicer, the Originator, the Seller or the Indenture Trustee, as
applicable, of any materially defective document in, or that a document was not
transferred by the Seller (as listed on the Custodian's preliminary exception
report) as part of any File, or of a breach of any representation or warranty
set forth in Sections 3.1, 3.2, 3.3, 3.5 or 3.6 of this Agreement which
materially and adversely affects the interests of the Noteholders or the
Certificateholders, as applicable, in any Contract, the Originator or Seller, as
applicable, shall, within 60 days of its discovery or its receipt of notice of
such breach, deliver such missing document or cure such defect or breach in all
material respects or, in the event the Originator or Seller, as applicable,
cannot deliver such missing document or cannot cure such defect or breach, the
Originator or Seller, as applicable, shall, within ninety (90) days of its
discovery or receipt of notice, either (i) repurchase the affected Contract at
the Repurchase Price or (ii) pursuant to the provisions of the Indenture, cause
the removal of such Contract from the Trust Estate and substitute one or more
Eligible Substitute Contracts. The Originator or Seller, as applicable, shall
amend the List of Contracts to reflect the withdrawal of such Contract from the
terms of this Agreement and the Indenture. Notwithstanding the foregoing, the
failure of a Contract File to include evidence of title to a Manufactured Home
described in the definition of "Contract File" on "Land and Home Contract File"
shall not constitute a breach until the passage of the 180-day period referred
to in Section 3.3(v), without the delivery of the required documents. The
Originator or Seller, as applicable, shall deliver to the Purchaser such amended
List of Contracts and shall deliver such other documents as are required by this
Agreement within five (5) days of any such amendment. Any repurchase pursuant to
this Section 3.7 shall be accomplished by transfer to an account designated by
the Purchaser of the amount of the Repurchase Price in accordance with the
Servicing Agreement. Any repurchase required by this Section 3.7 shall be made
in a manner consistent with Section 2.03 of the Servicing Agreement. The
Repurchase Price for any such Contract repurchased by the Originator or the
Seller, as applicable, shall be paid by the Originator or the Seller, as
applicable, to the Servicer for deposit in the Collection Account maintained by
it pursuant to Section 3.10 of the Servicing Agreement.
(b) The Originator, at its election, may substitute one or more
Eligible Substitute Contracts for any Contracts that it is obligated to
repurchase in accordance with this Section 3.6 (such Contracts being referred to
as the "Replaced Contracts") upon satisfaction of the following conditions:
(i) the Originator shall have conveyed to the Indenture
Trustee the Contracts to be substituted for the Replaced Contracts
and the Asset Files related to such Contracts and the Originator
shall have marked the Electronic Ledger indicating that such
Contracts constitute part of the Trust Estate;
(ii) the Contracts to be substituted for the Replaced
Contracts are Eligible Substitute Contracts and the Originator
delivers an Officers' Certificate, substantially in the form of
Exhibit A hereto, to the Indenture Trustee certifying that such
Contracts are Eligible Substitute Contracts;
(iii) the Seller shall have delivered to the Indenture Trustee
evidence of filing of a UCC-1 financing statement executed by the
Seller as debtor, naming the Indenture Trustee as secured party
filed in the State of Delaware, listing such
13
Contracts as collateral, or shall have delivered to the Depositor or
the Indenture Trustee, as the case may be, an amended List of
Contracts;
(iv) in respect of Eligible Substitute Contracts that are Land
and Home Contracts, the Seller shall have delivered to the
Depositor, the related Land and Home Contract Files; and
(v) if the aggregate Principal Balance of such Replaced
Contracts is greater than the aggregate Principal Balance of the
Contracts being substituted, the Originator shall have delivered to
the Servicer for deposit in the Collection Account the amount of
such excess and shall have included in the Officers' Certificate
required by clause (ii) above a certification that such deposit has
been made.
Such substitution shall be effected prior to the first Determination
Date that occurs more than 90 days after the Originator becomes aware, or
receives written notice from the Indenture Trustee, of the breach referred to in
this Section 3.7. Promptly after any substitution of a Contract, the Originator
shall give written notice of such substitution to each Rating Agency.
(c) It is understood and agreed that the obligations of the
Originator and the Seller set forth in this Section 3.7 to cure or repurchase a
defective Contract shall, except to the extent provided in last sentence of this
Section 3.7(c) and in Section 5.1 of this Agreement, constitute the sole
remedies of the Purchaser, the Issuer, the Certificateholders (or the Owner
Trustee on behalf of the Certificateholders) and the Noteholders (or the
Indenture Trustee, or the Servicer, acting pursuant to the Servicing Agreement,
on behalf of the Noteholders) against the Originator or the Seller, as
applicable, respecting a missing document or a breach of the representations and
warranties contained in Sections 3.1, 3.2, 3.3, 3.5 or 3.6 of this Agreement. It
is understood and agreed that the representations and warranties set forth in
Sections 3.1, 3.2, 3.3, 3.5 or 3.6 of this Agreement shall survive delivery of
the respective Asset Files to the Issuer. In addition, the Originator shall
defend and indemnify the Purchaser, the Issuer, the Owner Trustee, the Indenture
Trustee, its officers, directors, employees and agents, and the Noteholders and
the Certificateholders against all costs, expenses, losses, damages, claims and
liabilities, including reasonable fees and expenses of counsel, arising out of
any claims which may be asserted against or incurred by any of them as a result
of any third-party action arising out of the breach of the representations and
warranties set forth in Sections 3.3 (i), 3.3 (bb) and 3.3 (cc) of this
Agreement.
Section 3.8 [Reserved]
ARTICLE IV
SELLER'S COVENANTS
Section 4.1 Covenants of the Seller. The Seller hereby covenants that
except for the transfer hereunder, the Seller will not sell, pledge, assign or
transfer to any other Person, or grant, create, incur, assume or suffer to exist
any Lien on any Contract, or any interest therein; the Seller will notify the
Indenture Trustee, as assignee of the Purchaser, of the existence of any Lien on
any Contract immediately upon discovery thereof; and the Seller will defend the
right,
14
title and interest of the Issuer, as assignee of the Purchaser, in, to and under
the Contracts, against all claims of third parties claiming through or under the
Seller.
ARTICLE V
INDEMNIFICATION BY THE ORIGINATOR
Section 5.1 Indemnification. The Originator agrees to indemnify and to
hold the Purchaser harmless against any and all claims, losses, penalties,
fines, forfeitures, legal fees and related costs, judgments, and any other
costs, fees and expenses that the Purchaser may sustain in any way (i) related
to the failure of the Seller or the Originator to perform its duties in
compliance with the terms of this Agreement or (ii) arising from a breach by the
Seller or the Originator of its representations and warranties in Article III of
this Agreement. The Originator shall immediately notify the Purchaser if a claim
is made by a third party with respect to this Agreement, and the Originator
shall assume the defense of any such claim and pay all expenses in connection
therewith, including reasonable counsel fees, and promptly pay, discharge and
satisfy any judgment or decree which may be entered against the Purchaser in
respect of such claim.
ARTICLE VI
TERMINATION
Section 6.1 Termination. The respective obligations and responsibilities
of the Seller, the Originator and the Purchaser created hereby shall terminate,
except for the Originator's indemnity obligations as provided herein, upon the
termination of the Issuer pursuant to the terms of the Trust Agreement.
ARTICLE VII
MISCELLANEOUS PROVISIONS
Section 7.1 Amendment. This Agreement may be amended from time to time by
the Seller, the Originator and the Purchaser by written agreement signed by the
Seller, the Originator and the Purchaser, which consent shall not be
unreasonably withheld.
Section 7.2 Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of New York and the
obligations, rights and remedies of the parties hereunder shall be determined in
accordance with such laws, without regard to the conflicts of laws provisions
thereof (except Section 5-1401 of the New York General Obligations Law).
Section 7.3 Notices. All demands, notices and communications hereunder
shall be in writing and shall be deemed to have been duly given when delivered
addressed as follows:
15
(i) if to the Seller:
Origen Securitization Company, LLC
▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
with a copy to:
▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Hunton & ▇▇▇▇▇▇▇▇ LLP
▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
or, such other address as may hereafter be furnished to the Purchaser in writing
by the Seller.
(ii) if to the Purchaser:
Origen Residential Securities, Inc.
▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
with a copy to:
▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Hunton & ▇▇▇▇▇▇▇▇ LLP
▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
or such other address as may hereafter be furnished to the Seller in writing by
the Purchaser.
(iii) if to the Originator:
Origen Financial L.L.C.
▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
with a copy to:
▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Hunton & ▇▇▇▇▇▇▇▇ LLP
▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
or such other address as may hereafter be furnished to the Seller in writing by
the Purchaser.
16
(iv) if to the Owner Trustee:
Wilmington Trust Company
▇▇▇▇▇▇ Square North
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: Corporate Trust Administration
(v) if to the Issuer:
Origen Manufactured Housing Contract Trust Series 2004-B
c/o Origen Servicing, Inc.
▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
(vi) if to the Indenture Trustee:
JPMorgan Chase Bank
▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: Institutional Trust Services, Origen 2004-B
Section 7.4 Severability of Provisions. If any one or more of the
covenants, agreements, provisions or terms of this Agreement shall be held
invalid for any reason whatsoever, then such covenants, agreements, provisions
or terms shall be deemed severable from the remaining covenants, agreements,
provisions or terms of this Agreement and shall in no way affect the validity or
enforceability of the other provisions of this Agreement.
Section 7.5 Relationship of Parties. Nothing herein contained shall be
deemed or construed to create a partnership or joint venture between the parties
hereto, and the services of the Seller and the Originator shall be rendered as
independent contractors and not as agents for the Purchaser.
Section 7.6 Counterparts. This Agreement may be executed in two or more
counterparts and by the different parties hereto on separate counterparts, each
of which, when so executed, shall be deemed to be an original and such
counterparts together shall constitute one and the same agreement.
Section 7.7 Further Agreements. The Purchaser, the Originator and the
Seller each agrees to execute and deliver to the other such additional
documents, instruments or agreements as may be necessary or appropriate to
effectuate the purposes of this Agreement. Each of the Purchaser, the Originator
and the Seller agrees to use its best reasonable efforts to take all actions
necessary to be taken by it to cause (i) the Class A-1, Class A-2, Class A-3 and
Class A-4 Notes to be issued and rated "Aaa" by Moody's and "AAA" by Standard &
Poor's, (ii) the Class M-1 Notes to be issued and rated "Aa2" by Moody's and
"AA" by Standard & Poor's, (iii) the Class M-2 Notes to be issued and rated "A2"
by Moody's and "A" by Standard & Poor's, (iv) the Class B-1 Notes to be issued
and rated "Baa2" by Moody's and "BBB+" by Standard & Poor's,
17
and (v) the Class B-2 Notes to be issued and rated "BBB" by Standard & Poor's,
and each party will cooperate with the other in connection therewith and with
the offering of all the Notes (other than the Class B-2 Notes) through the
Purchaser's shelf registration statement.
Section 7.8 Intention of the Parties. The Seller and the Purchaser agree
that it is their intention that the sale of the Contracts to the Purchaser, and
the Purchaser's sale of the Contracts to the Issuer pursuant to the Trust
Agreement shall be treated for federal, state and local tax purposes as the
retention by Origen REIT of the ownership of the Contracts (with the issuance of
the Notes treated for federal, state and local tax purposes as the financing of
the Contracts by the Seller's consolidated group of companies by the issuance of
indebtedness secured by the Contracts) and mutually covenant to report this and
all related transactions for all federal, stated and local tax reporting
purposes in a manner consistent with that intent.
Section 7.9 Successors and Assigns; Assignment of Agreement. This
Agreement shall bind and inure to the benefit of and be enforceable by the
Seller, the Originator, the Purchaser and their respective successors and
assigns. The obligations of the Seller and the Originator under this Agreement
cannot be assigned or delegated to a third party without the consent of the
Purchaser, which consent shall be at the Purchaser's sole discretion. The
parties hereto acknowledge that the Purchaser is acquiring the Contracts for the
purpose of selling them to the Issuer who will in turn pledge the Contracts to
the Indenture Trustee for the benefit of the Noteholders and the
Certificateholders. As an inducement to the Purchaser to purchase the Contracts,
the Seller and the Originator acknowledge and consent to (i) the assignment by
the Purchaser to the Issuer of all of the Purchaser's rights against the Seller
and the Originator pursuant to this Agreement and to the enforcement or exercise
of any right or remedy against the Seller and the Originator pursuant to this
Agreement as assigned by the Purchaser and (ii) the assignment by the Issuer to
the Indenture Trustee of such rights and to the enforcement or exercise of any
right or remedy by the Indenture Trustee, or the Servicer acting pursuant to the
Servicing Agreement, against the Seller and the Originator pursuant to this
Agreement as assigned by the Issuer. Such enforcement of a right or remedy by
the Issuer, the Owner Trustee, the Servicer or the Indenture Trustee, as
applicable, shall have the same force and effect as if the right or remedy had
been enforced or exercised by the Purchaser directly.
Section 7.10 Survival. The representations and warranties made herein by
the Seller and the Originator and the provisions of Article V hereof shall
survive the purchase of the Contracts hereunder.
Section 7.11 Third Party Beneficiary. The Indenture Trustee shall be
deemed a third-party beneficiary of this Agreement to the same extent as if it
were a party hereto, and shall have the right to enforce the provisions of this
Agreement.
18
IN WITNESS WHEREOF, the Seller, the Originator and the Purchaser
have caused their names to be signed to this Asset Purchase Agreement by their
respective officers thereunto duly authorized as of the day and year first above
written.
ORIGEN RESIDENTIAL SECURITIES, INC.
as Purchaser
By: /s/ ▇. ▇▇▇▇▇
-----------------------------------------
Name: ▇. ▇▇▇▇▇
Title: CEO
ORIGEN SECURITIZATION COMPANY, LLC
as Seller
By: /s/ ▇. ▇▇▇▇▇
-----------------------------------------
Name: ▇. ▇▇▇▇▇
Title: CEO
ORIGEN FINANCIAL L.L.C.
as Originator
By: /s/ ▇. ▇▇▇▇▇
-----------------------------------------
Name: ▇. ▇▇▇▇▇
Title: CEO
[Signature Page to Origen 2004-B Asset Purchase Agreement]
SCHEDULE I
LIST OF CONTRACTS
[ON FILE WITH THE ORIGINATOR AND AVAILABLE UPON REQUEST]
I-1
EXHIBIT A
FORM OF CERTIFICATE REGARDING SUBSTITUTED CONTRACTS
ORIGEN FINANCIAL L.L.C.
CERTIFICATE REGARDING SUBSTITUTED CONTRACTS
The undersigned certify that they are [title] and [title], of Origen Financial
L.L.C., a limited liability company formed under the laws of Delaware ("the
Company"), and that as such they are duly authorized to execute and deliver this
certificate on behalf of the Company pursuant to Section 3.7(b) of the Asset
Purchase Agreement, dated September 1, 2004 (the "Agreement"), among Origen
Securitization Company, LLC] (the "Seller"), Origen Financial L.L.C. (the
"Originator") and Origen Residential Securities, Inc. (all capitalized terms
used herein without definition having the respective meanings specified in the
Indenture, dated as of September 1, 2004, between Origen Manufactured Housing
Contract Trust 2004-B, as issuer, and JPMorgan Chase Bank, as indenture trustee
(the "Indenture Trustee")), and further certify that:
1. The Contract and Contract File or Land and Home Contract File as
applicable for each such Eligible Substitute Contract [are being held by
the Subservicer] have been delivered to the Indenture Trustee or its
Custodian.
2. The Contracts on the attached schedule are to be substituted on the
date hereof pursuant to Section 3.7(b) of the Agreement and each such
Contract is an Eligible Substitute Contract.
3. The UCC-1 financing statements in respect of the Contracts to be
substituted, in the form required by Section 3.7(b)(iii) of the Agreement,
have been filed with the appropriate offices.
4. The Company shall have delivered to the Indenture Trustee, or its
Custodian, the related Contract Files and Land-and-Home Contract Files.
5. There has been deposited in the Collection Account the amounts listed
on the schedule attached hereto as the amount by which the Principal
Balance of each Replaced Contract exceeds the Principal Balance of each
Contract being substituted therefor.
IN WITNESS WHEREOF, we have affixed hereunto our signatures this___
day of ______.
ORIGEN FINANCIAL L.L.C.
By_____________________________________
[Name]
[Title]
A-1
EXHIBIT B
APPENDIX E OF THE STANDARD & POOR'S GLOSSARY FOR
FILE FORMAT FOR LEVELS(R) VERSION 5.6 REVISED
REVISED July 7, ▇▇▇▇
▇▇▇▇▇▇▇▇ ▇ - STANDARD & POOR'S ANTI-PREDATORY LENDING CATEGORIZATION
Standard & Poor's has categorized loans governed by anti-predatory lending laws
in the Jurisdictions listed below into three categories based upon a combination
of factors that include (a) the risk exposure associated with the assignee
liability and (b) the tests and thresholds set forth in those laws. Note that
certain loans classified by the relevant statute as Covered are included in
Standard & Poor's High Cost Loan Category because they included thresholds and
tests that are typical of what is generally considered High Cost by the
industry.
STANDARD & POOR'S HIGH COST LOAN CATEGORIZATION
Category under
Name of Anti-Predatory Lending Applicable Anti-
State/Jurisdiction Law/Effective Date Predatory Lending Law
------------------ ------------------ ---------------------
Arkansas Arkansas Home Loan Protection Act, Ark. Code High Cost Home Loan
▇▇▇. Sections ▇▇-▇▇-▇▇▇ et seq.
Effective July 16, ▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ Ordinance No. 72-2003 (PSH), Mun. Code Sections Covered Loan
757.01 et seq.
Effective June 2, 2003
Colorado Consumer Equity Protection, Colo. Stat. ▇▇▇. Sections Covered Loan
5-3.5-101 et seq.
Effective for covered loans offered or
entered into on or after January 1, 2003.
Other provisions of the Act took effect on
June 7, ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ Abusive Home Loan Lending Practices High Cost Home Loan
Act, Conn. Gen. Stat. Sections 36a-746 et seq.
Effective October 1, ▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇ Home Loan Protection Act, D.C. Code Sections Covered Loan
26-1151.01 et seq.
B-1
STANDARD & POOR'S HIGH COST LOAN CATEGORIZATION
Category under
Name of Anti-Predatory Lending Applicable Anti-
State/Jurisdiction Law/Effective Date Predatory Lending Law
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Effective for loans closed on or after January
28, 2003
Florida Fair Lending Act, Fla. Stat. ▇▇▇. Sections 494.0078 High Cost Home Loan
et seq.
Effective October 2, 2002
Georgia (Oct. 1, 2002 - Mar. ▇, ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇, ▇▇. Code ▇▇▇. Sections High Cost Home Loan
2003) 7-6A-1 et seq.
Effective October 1, 2002 - March 6, 2003
Georgia as amended (Mar. 7, ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇, ▇▇. Code ▇▇▇. Sections High Cost Home Loan
- current) 7-6A-1 et seq.
Effective for loans closed on or after ▇▇▇▇▇ ▇,
▇▇▇▇
▇▇▇▇▇ Section 32 Home Ownership and Equity Protection Act of High Cost Loan
1994, 15 U.S.C. Section 1639, 12 C.F.R. Sections
226.32 and 226.34
Effective October 1, 1995, amendments October
1, 2002
Illinois High Risk Home Loan Act, Ill. Comp. Stat. tit. High Risk Home Loan
815, Sections 137/5 et seq.
Effective January 1, 2004 (prior to this
date, regulations under Residential Mortgage
License Act effective from May 14, 2001)
Kansas Consumer Credit Code, Kan. Stat. ▇▇▇. Sections High Loan to Value Consumer
16a-1-101 et seq. Loan (id. Section 16a-3-207) and;
Sections 16a-1-301 and 16a-3-207 became High APR Consumer Loan (id. Section
effective April 14, 1999; Section 16a-3-308a 16a-3-308a)
became effective July 1, 1999
Kentucky 2003 KY H.B. ▇▇▇ - ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇, ▇▇. High Cost Home Loan
Rev. Stat. Sections 360.100 et seq.
Effective June 24, 2003
Maine Truth in Lending, Me. Rev. Stat. tit. 9- High Rate High Fee
B-2
STANDARD & POOR'S HIGH COST LOAN CATEGORIZATION
Category under
Name of Anti-Predatory Lending Applicable Anti-
State/Jurisdiction Law/Effective Date Predatory Lending Law
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A, Sections 8-101 et seq. Mortgage
Effective September 29, 1995 and as amended
from time to time
Massachusetts Part 40 and Part 32, 209 C.M.R. Sections 32.00 et High Cost Home Loan
seq. and 209 C.M.R. Sections 40.01 et seq.
Effective March 22, 2001 and amended from
time to time
Nevada Assembly ▇▇▇▇ No. 284, Nev. Rev. Stat. Sections Home Loan
598D.010 et seq.
Effective October 1, 2003
New Jersey New Jersey Home Ownership Security Act of 2002, High Cost Home Loan
N.J. Rev. Stat. Sections 46:10B-22 et seq.
Effective for loans closed on or after November
27, 2003
New Mexico Home Loan Protection Act, N.M. Rev. Stat. Sections High Cost Home Loan
58-21A-1 et seq.
Effective as of January 1, 2004; Revised as of
February 26, 2004
New York N.Y. Banking Law Article 6-1 High Cost Home Loan
Effective for applications made on or after
April 1, 2003
North Carolina Restrictions and Limitations on High Cost Home High Cost Home Loan
Loans, N.C. Gen. Stat. Sections 24-1.1E et seq.
Effective July 1, 2000; amended October 1,
2003 (adding open-end lines of credit)
Ohio H.B. 386 (codified in various sections of the Covered Loan
Ohio Code), Ohio Rev. Code ▇▇▇. Sections 1349.25 et
seq.
Effective May 24, 2002
Oklahoma Consumer Credit Code (codified in various Subsection 10 Mortgage
sections of Title 14A)
B-3
STANDARD & POOR'S HIGH COST LOAN CATEGORIZATION
Category under
Name of Anti-Predatory Lending Applicable Anti-
State/Jurisdiction Law/Effective Date Predatory Lending Law
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Effective July 1, 2000; amended effective
January 1, 2004
South Carolina South Carolina High Cost and Consumer Home High Cost Home Loan
Loans Act, S.C. Code ▇▇▇. Sections 37-23-10 et seq.
Effective for loans taken on or after January
1, ▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ Residential Mortgage Lender, West Virginia Mortgage Loan
Broker and Servicer Act, W. Va. Code ▇▇▇. Sections Act Loan
31-17-1 et seq.
Effective June 5, 2002
STANDARD & POOR'S COVERED LOAN CATEGORIZATION
Category under
Name of Anti-Predatory Lending Applicable Anti-
State/Jurisdiction Law/Effective Date Predatory Lending Law
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Georgia (Oct. 1, 2002 - Mar. ▇, ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇, ▇▇. Code ▇▇▇. Sections Covered Loan
2003) 7-6A-1 et seq.
Effective October 1, 2002 - March 6, ▇▇▇▇
▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ Home Ownership Security Act of 2002, Covered Home Loan
N.J. Rev. Stat. Sections 46:10B-22 et seq.
Effective November 27, 2003 - July 5, 2004
STANDARD & POOR'S COVERED LOAN CATEGORIZATION
Category under
Name of Anti-Predatory Lending Applicable Anti-
State/Jurisdiction Law/Effective Date Predatory Lending Law
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B-4
STANDARD & POOR'S HOME LOAN CATEGORIZATION
Category under
Name of Anti-Predatory Lending Applicable Anti-
State/Jurisdiction Law/Effective Date Predatory Lending Law
------------------ ------------------ ---------------------
Georgia (Oct. 1, 2002 - Mar. ▇, ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇, ▇▇. Code ▇▇▇. Sections Home Loan
2003) 7-6A-1 et seq.
Effective October 1, 2002 - March 6, ▇▇▇▇
▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ Home Ownership Security Act of 2002, Home Loan
N.J. Rev. Stat. Sections 46:10B-22 et seq.
Effective for loans closed on or after November
27, 2003
New Mexico Home Loan Protection Act, N.M. Rev. Stat. Sections Home Loan
58-21A-1 et seq.
Effective as of January 1, 2004; Revised as of
February 26, 2004
North Carolina Restrictions and Limitations on High Cost Home Consumer Home Loan
Loans, N.C. Gen. Stat. Sections 24-1.1E et seq.
Effective July 1, 2000; amended October 1,
2003 (adding open-end lines of credit)
South Carolina South Carolina High Cost and Consumer Home Consumer Home Loan
Loans Act, S.C. Code ▇▇▇. Sections 37-23-10 et seq.
Effective for loans taken on or after January
1, 2004
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