EXHIBIT 10.65
AGREEMENT FOR PURCHASE AND SALE OF
MANUFACTURED HOME LOANS
This Agreement for Purchase and Sale of Manufactured Home Loans
("Agreement") is made and entered into as of June 17, 2003 by and between Sun
Home Services, Inc., a Michigan corporation ("Buyer") and Origen Financial,
L.L.C., a Delaware limited liability company ("Seller").
WITNESSETH:
WHEREAS, Seller desires to sell to Buyer and Buyer desires to purchase
from Seller, on the terms and subject to the conditions set forth herein,
certain residential Manufactured Home loans and Mortgage Loans on the terms and
conditions contained in this Agreement.
NOW, THEREFORE, in consideration for the mutual covenants contained
herein, and other good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, the parties hereto agree as follows:
1. Definitions. When used herein, the following words and
phrases shall have the meanings ascribed to them herein below:
A. "Accrued Interest" with respect to each Contract
means interest at the Contract rate accrued and unpaid from the date
last paid.
B. "Closing Date," with respect to each Contract Sale
hereunder means the closing date of such purchase and sale of
Contracts hereunder.
C. "Contract" or "Contracts" shall mean certain loans
originated or purchased by Seller or its affiliates which are evidenced
by Manufactured Home retail installment sales contracts, installment
loan agreements, or other security instruments covering the sale of
such Manufactured Home(s) or which constitute Mortgage Loans which
evidence an Obligor's obligation to pay the indebtedness provided for
therein and evidence the respective security interest in a Manufactured
Home which are further identified as Exhibit C to this Agreement.
D. "Contract Sale" means any purchase and sale of
Contracts hereunder.
E. "Cut-Off Date", shall be that date, at the close of
business on the business day immediately preceding each Closing Date,
as of which activity in all Contracts shall be deemed to have been cut
off and all balances shall be deemed to have been frozen, solely for
the purposes of determining the Purchase Price for any Contract Sale
hereunder, and Settlement.
F. "Escrow" shall mean any funds held in trust by
Seller for payment of insurance premiums, or taxes due on any Contract.
G. "Event of Default" shall mean the occurrence of any
of the following:
(1) Receipt by Buyer of a bankruptcy notice
filed by or with respect to one or more
Obligors.
(2) Manufactured Home is known by Buyer to be
vacant.
(3) Any Contract becomes 60 days past due.
(4) Receipt of any lawsuit filed against Buyer
due to actions of Seller prior to the
Cut-Off Date.
H. "Manufactured Home" shall mean a unit of
manufactured housing, including all accessions thereto, securing the
indebtedness of an Obligor under a Contract.
I. "Mortgage" means a security interest in a parcel of
real estate on which is located a residential structure.
J. "Mortgage Loan" means a promissory note secured by a
Mortgage.
K. "Mortgaged Property" shall mean the parcel of real
property including a residential structure which secures a Mortgage.
L. "Obligor" shall mean any person or persons who have
obligated themselves on the Contracts as evidenced by their signature
on the Contract, including co-makers, co-signors, and guarantors.
M. "Principal Balance" shall mean the amount of
principal on any of the Contracts that has not been paid, as reflected
on Seller's books and records.
N. "Purchase Price" means the aggregate book value of
the loans purchased in any Contract Sale, plus all Accrued Interest on
such Contracts, as reflected on Seller's books and records on the
relevant Cut-Off Date. The book value and Accrued Interest of each of
the loans purchased in each Contract Sale and the aggregate Purchase
Price for each Contract Sale shall be set forth on the relevant
Schedule of Contracts.
O. "Recourse" shall mean in the event of any Event of
Default on a Contract, as defined below, Seller agrees to repurchase
the Contract at the Repurchase Price within five days of receiving
written notice
P. "Repossession" shall mean any Manufactured Home
which is known to be unoccupied, and which Contract is delinquent.
Q. "Repurchased Contract" shall mean any Contract
repurchased by Seller in accordance with Section 10.
R. "Repurchase Price" with respect to each Repurchased
Contract shall mean (a) the book value of the Repurchased Contract as
set forth on the Schedule of Contracts, plus (b) all Accrued Interest
on the Repurchased Contract, as reflected on Buyer's books
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and records on the relevant repurchase date, minus (c) all payments of
principal on the Repurchased Contract that Seller receives between the
Cut-Off Date and relevant repurchase date.
S. "Schedule of Contracts" means the schedule listing
the Contracts to be purchased by Buyer in any Contract Sale, in the
form attached to this Agreement as Exhibit C, and delivered in
accordance with this Agreement.
T. "Security Interest" shall mean a manufacturer's
certificate or statement of origin, certificate of title, Uniform
Commercial Code financing statement, Mortgage, and/or security
agreement duly filed and/or recorded, as required, in state and/or
town/city/county offices, as appropriate, evidencing Seller's perfected
first priority security interest in a Manufactured Home or on a
Mortgaged Property and, as applicable, the real property on which a
Manufactured Home is or will be located.
U. "Servicing Agreement" shall mean that certain
Servicing Agreement dated June 17, 2003 between Buyer and Seller.
V. "Settlement" shall mean the transfer of the funds
from Buyer to Seller in an amount equal to the Purchase Price, less any
funds held in Escrow by Seller on any Contract and less any funds held
in Suspense by Seller on any Contract.
W. "Suspense" shall mean those funds received by Seller
from any Obligor or on behalf of any Contract which funds have not been
applied to reduce principal or interest owed by the Obligor and not
otherwise applied to the Contract.
2. Purchase and Sale of Contracts.
A. From time to time after the date of this Agreement,
in Buyer's sole discretion, Buyer and Seller may enter into one or more
Contract Sales in accordance with the terms and conditions set forth in
this Agreement. Notwithstanding anything to the contrary herein, Buyer
shall have no obligation to enter into any Contract Sale hereunder. The
aggregate Principal Balance of Contracts purchased hereunder and held
by Buyer at any given time shall not exceed $50,000,000.00. All
Contracts sold hereunder shall be of a nature and quality acceptable to
Buyer in its sole discretion.
B. Subject to the terms and conditions set forth in this
Agreement, on the Closing Date of any Contract Sale hereunder, Seller
agrees to convey, sell, assign, transfer and deliver to Buyer, with
Recourse, all of Seller's right, title and interest in the Contracts
described in the relevant Schedule of Contracts, in exchange for
payment by Buyer to Seller of the relevant Purchase Price in cash, or
immediately available funds. Buyer agrees to accept from Seller as of
each such Closing Date, all of Seller's right title, and interest in
such Contracts with Recourse to Seller. Seller and Buyer intend that
the sale of the Contracts will constitute a sale of each Contract.
C. On each Closing Date, Buyer agrees to pay Seller the
relevant Purchase Price. Buyer and Seller agree that the consideration
payable by Buyer to Seller for the Contracts in any Contract Sale shall
constitute reasonably equivalent value and fair
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consideration for the Contracts and such consideration shall be based
on terms consistent with an arms-length transaction.
D. Seller shall retain servicing on the Contracts for an
annual fee payable by Buyer of 125 basis points on the Principal
Balance of outstanding Contracts purchased hereunder, as set forth in
the Servicing Agreement.
E. All sales, transfer, documentary stamp, recording and
other similar taxes and/or fees which may be due or payable in
conjunction with this sale shall be borne by, Seller. Buyer will be
responsible for any expense related to change of lien holder.
3. Transfer Documentation and Notice.
A. Seller shall deliver to Buyer on or before each
Closing Date a power of attorney substantially in the form of Exhibit A
hereto, authorizing Buyer to, among other things, take such action as
may be necessary to more fully vest Buyer's right, title and interest
in the conveyed property.
B. With respect to each Contract, Seller, at Seller's
expense, shall take such actions and execute such documents as
necessary to reflect that Buyer is the new owner of each Contract.
C. At Seller's expense, upon Buyer's request, Seller
shall deliver notification to the Obligors as to the transfer of
lienholder and instructions as to where future payments and
correspondence are to be sent.
D. At Seller's expense, upon Buyer's request, Seller
shall deliver notification to the Obligors to change the loss payee on
the respective hazard insurance policy for each Contract, which
notification may accompany or be included in Seller's letters
contemplated in Section 3, Paragraph C hereof.
4. Seller Representations and Warranties. Seller hereby
represents and warrants to Buyer, as of the date hereof and each Closing Date as
follows:
A. Organization and Good Standing. Seller is a limited
liability company duly organized, validly existing and in good standing
under the laws of the jurisdiction of its organization and has the
corporate power to own its assets and to transact the business in which
it is currently engaged. 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
Seller.
B. Authorization; Binding Obligations. 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 corporate 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
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Buyer, enforceable in accordance with the terms, except as enforcement
of such terms may be limited by Bankruptcy, insolvency, or similar laws
affecting the enforcement of creditor's rights generally and by the
availability of equitable remedies.
C. Litigation. No litigation or administrative
proceeding of or before any court or governmental body is currently
pending, or to the knowledge of Seller threatened, against Seller or
any of its properties or with respect to this Agreement which, if
adversely determined, would have a material adverse effect on the
transactions contemplated by this Agreement or the Contracts.
D. Licensing. Seller or the qualified originator of
each Contract was and has continually been duly licensed, registered
and qualified to do business in each applicable state at the time each
Contract was written, to the extent such licensing, registration and
qualification was required by applicable law.
E. Deliveries. All Contract information, Contract
files, customer files, documents, correspondence, in all formats
(paper, computer or otherwise) and other items to be delivered by
Seller pursuant to this Agreement, shall be either hand delivered or
shipped Federal Express to Buyer by the Closing Date or on such date
the parties mutually agree, and in all instances in a timely manner in
accordance with the terms of this Agreement.
F. Bulk Sales Laws. No claim can be made by any party
against the Contracts or Buyer under provisions of bulk sales laws.
G. No Violations or Consent Required. The execution,
delivery and performance of this Agreement by the Seller will not
violate any provision of any existing law or regulation, or any other
decree of any court applicable to the Seller or the charter or bylaws
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.
H. Solvency. Seller is not insolvent, nor will Seller
be made insolvent by the transfer of the Contracts, nor does Seller
contemplate any pending insolvency.
5. Representations and Warranties with Respect to Contracts.
For each Contract purchased by Buyer, Seller hereby represents and warrants to
Buyer that, as of the relevant Closing Date:
A. Schedule of Contracts. The information set forth in
the relevant Schedule of Contracts is true and correct.
B. 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 bankruptcy, insolvency or similar
laws affecting the enforcement of creditor's rights generally and by
general principals of equity.
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C. Insurance Coverage. The Manufactured Home securing
the Contract is covered by a hazard insurance policy (naming Seller as
loss payee) for an amount equal to the unpaid Principal Balance of the
Contract or the cash value of the Manufactured Home, whichever is less.
D. Compliance with Law. At the date of origination of
the Contract, all requirements of any federal, state and local laws,
rules and regulations applicable to the Contract, including without
limitation, usury, truth-in-lending, equal credit opportunity laws,
consumer credit laws and lender licensing laws, were complied with.
E. Valid Security Interest. Each Contract (together
with any related certificate of title) creates a valid, subsisting and
enforceable perfected first priority security interest in favor of
Seller in the Manufactured Home or on the Mortgaged Property, covered
thereby as security for payment of the Principal Balance of such
Contract, including the security interest in the Manufactured Home
covered thereby, to Buyer, whereupon Buyer shall have a valid,
perfected and enforceable first priority security interest in the
Manufactured Home or on the Mortgaged Property, covered thereby.
F. Origination. The Contract was either (i) originated
by a manufactured housing dealer acting, to the best of Seller's
knowledge, in the regular course of its business and was purchased by
the Seller in the regular course of its business for fair value; or
(ii) originated or purchased by the Seller from a qualified originator
in the regular course of its business for fair value.
G. Good Title. Seller is the uncontested owner of the
Contracts with good and marketable title thereto and has the right and
power to sell the Contracts to Buyer. None of the Contracts are subject
to any claim, lien, judgment, security interest, or other encumbrances,
and the Principal Balance of each Contract is correct as of relevant
Cut-Off Date.
H. No Defenses. Each Contract is a valid and
enforceable obligation of Obligor to Seller and is not subject to any
dispute, set-off, claim, defense, counterclaim, or right of recision,
including the defense of usury.
I. No Waivers. The terms of the Contract have not been
waived, altered or modified, except by instruments or documents
identified in the Contract file or in the servicing records.
J. 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.
K. No Omissions. There have been no omissions or
misrepresentations in any document provided or statement made to Buyer
concerning the Contracts by or on behalf of Seller in connection with
the transactions contemplated by this Agreement.
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L. Computer Tape. With respect to each Contract, the
computer tape made available by the Seller is complete and accurate of
its date and includes a description of such Contract that is consistent
with the related Schedule of Contracts.
M. Contract File. With respect to each Contract, the
related Contract file contains the documents required to be contained
therein pursuant to this Agreement.
N. No Liens or Encumbrances. The Manufactured Home
described in each Contract is existing and without liens or
encumbrances other than Seller's first lien.
O. Enforceability. Each 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.
P. Repossession, Bankruptcy. As of the Closing Date,
no Contract is in Repossession or the subject of any legal or
bankruptcy proceedings.
Q. No Defaults. As of the date of this Agreement and the
Closing Date, there is 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 default, breach, violation or event permitting
acceleration under such Contract. Seller has not waived any such
default, breach, violation or event permitting acceleration under such
Contract. The related Manufactured Home or Mortgaged Property is, to
the best of Seller's knowledge, free of damage and in good repair and
no Manufactured Home or Mortgaged Property has suffered hurricane,
earthquake, tornado or flood damage that is not covered by a hazard
insurance policy.
R. No Litigation. No litigation or administrative
proceeding of or before any court, tribunal or governmental body is
currently pending or, to Seller's knowledge, threatened against Seller
with respect to any of the Contracts.
S. Acceptability of Investment. Seller is unaware of
any fact or omission that would make any Contract unacceptable as an
investment by a prudent secondary market investor.
6. Buyers Representations and Warranties. Buyer hereby
represents and warrants to Seller, as of the date hereof and each Closing Date
as follows:
A. Organization and Good Standing. Buyer is a limited
liability company duly organized, validly existing and in good standing
under the laws of the State of Michigan and has the power to own its
assets and to transact the business with which it is currently engaged.
B. Authorization; Binding Obligation. Buyer has the
power and authority to make, execute, deliver and perform this
Agreement and perform all of the transactions contemplated to be
performed by it under this Agreement, and has taken all necessary
corporate action to authorize the execution, delivery and performance
of this Agreement. When executed, and delivered, this Agreement will
constitute the legal, valid and binding
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obligation of the Buyer, enforceable in accordance with the terms,
except as enforcement of such terms may be limited by Bankruptcy,
insolvency, or similar laws affecting the enforcement of creditor's
rights generally and by the availability of equitable remedies.
C. No Violations. The execution, delivery and
performance of this Agreement by Buyer will not violate any provision
of any existing law or regulation, or any other decree of any court
applicable to the Buyer or the certificate or partnership agreement of
Buyer, or constitute a material breach of any mortgage, indenture,
contract or other agreement to which Buyer is a party, or by which
Buyer may be bound.
7. Assignments.
A. At the Closing of each Contract Sale, Seller will
execute Exhibit A and B and any and all other documentation necessary
to transfer Seller's right, title, and interest in the Contracts to
Buyer, including Certificates of Title, UCC-1's, UCC-3's, assignments
of mortgage, insurance policies, and other documentation that may be
required to protect Buyer's right, title, and interest in the Contracts
and proceeds therefrom.
B. At the Closing of each Contract Sale, Seller will
execute a Power of Attorney, substantially in the form of Exhibit A
attached, and an Assignment of Notes and Liens, substantially in the
form of Exhibit B attached, to facilitate the assignment or perfection
of the security interest in favor of Buyer.
8. Documentation.
A. On each Closing Date, Seller will provide to Buyer an
original Certificate of Title, or recorded application for title in non
title holding states and/or filed UCC, where applicable and an original
contract, note, or other debt instrument on each Contract. As to
Mortgage Loans, Seller shall execute and deliver an assignment of
mortgage for each Mortgage. Buyer, at its option, may accept blanket
assignments on a county-by-county basis.
B. Within ten days after each Closing Date, Seller will
remit to Buyer or Buyer's designee all remaining documentation which
Seller has in its possession no matter the form, (i.e. computer
documentation, computer tape, microfilm, paper) on all of the
Contracts, including, but not limited to, records of account history,
insurance policies, credit applications, credit reports, landlord
waivers, bills of sale, powers of attorney, and any correspondence or
other documentation pertaining to the Contracts.
9. Additional Covenants.
A. Seller certifies that no legal action or complaint
is existing or threatened by any Obligor.
B. Buyer shall have no obligation to buy any Contract
that is involved in any litigation or bankruptcy, is 30 days or more
past due at closing, or has ever had a payment extension.
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C. Seller will pay all expenses for legal fees,
repossession storage fees, repossession and collection fees
incurred by Seller prior to the Closing Date.
D. On each Closing Date, Seller will execute a Power of
Attorney in form and content acceptable to Seller, to enable Buyer
to negotiate checks, drafts, money orders or other payment
instruments that are made payable to Seller and received after the
Closing Date.
E. Seller will assist Buyer in reconciling payment or
other disputes with Obligors involving due dates, Principal
Balances, or the application of funds to the Contracts by Seller.
F. Seller will record the transaction on its books and
records consistent with generally accepted accounting principles.
10. Remedies. If any Contract or related document is in violation
of a covenant, representation or warranty of Seller, then Seller shall
repurchase the affected Contract or Contracts at the Repurchase Price, provided
Buyer has not released any collateral, or contract security, unless required to
do so by law or judicial order. At the time of repurchase, Buyer will redeliver
to Seller, with respect to each such Repurchased Contract, all documents
delivered to Buyer, including, but not limited to, the note, deed of trust,
titles, other security instruments, and insurance documents, endorsed and
reassigned to Seller. Concurrent with such redelivery, reassignment and
endorsement, Seller shall pay the Repurchase Price to the Buyer. In the event of
a dispute as to a violation of a covenant or representation, the parties hereby
agree to submit the dispute to binding arbitration. The arbitration will be
conducted and an arbitrator appointed in accordance with the rules of the
American Arbitration Association. All costs shall be shared equally, except that
each party shall bear the costs of its own attorneys' fees. Any determination or
award rendered pursuant to arbitration shall be final and binding on the parties
hereto and payment shall be made as so determined within five business days of
the date of such award. The judgment upon the award rendered by the arbitrator
may be entered in any court having jurisdiction.
11. Hold Harmless. Seller will hold Buyer harmless from and
against any claims made against Buyer after the Closing Date for actions or
omissions of Seller prior to the Closing Date. Seller may, at its option,
investigate, negotiate, defend and/or settle, at its own expense, and Buyer
covenants and agrees to assist and cooperate with Seller, its employees, agents,
attorneys and officers in all reasonable requests of Seller, pursuant to this
paragraph.
12. Notices. Any notice, demand or communication which either
party desires or is required to give to the other party in connection with the
Agreement must be in writing and must be either served personally or sent by fax
and overnight mail, addressed to the other party, as follows, or to such other
fax number and/or address as either party hereafter specifies in accordance with
this Section:
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IF TO BUYER: Sun Home Services, Inc.
▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
Attn.: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
IF TO SELLER: Origen Financial L.L.C.
▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
Attn.: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
13. Captions. Paragraph or other headings contained in this
Agreement are for reference purposes only and shall not affect in any way the
meaning or interpretation of this Agreement.
14. Assignment. Buyer may freely assign any of its rights or
obligations hereunder.
15. Severability. If any part or provision of this Agreement is
invalid or unenforceable under any law, such part or provision is and will be
totally ineffective to that extent, but the remaining provisions or parts will
be unaffected.
16. Counterparts. This Agreement may be executed in one or more
counterparts or duplicate originals, each of which must be deemed an original,
but all of which together will constitute but one and the same instrument.
17. Entire Agreement. This Agreement constitutes the entire
agreement between the parties hereto and supersedes any prior agreements or
understandings between the parties.
[The remainder of this page intentionally left blank.]
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IN WITNESS WHEREOF, the parties have executed this Agreement on the
date first above written.
SELLER:
ORIGEN FINANCIAL L.L.C.,
a Delaware limited liability company
BY: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
---------------------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Manager
BUYER:
SUN HOME SERVICES, INC.,
a Michigan corporation
BY: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
---------------------------------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, President
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EXHIBIT A
LIMITED POWER OF ATTORNEY
(CONTRACT SALE DATED 2003)
------------,
The undersigned, Origen Financial L.L.C., a Delaware limited liability
company ("Seller"), hereby constitutes and appoints any officer of Sun Home
Services, Inc., a Michigan corporation ("Buyer"), its true and lawful
attorney-in-fact and agent with power and authority to do any and all acts and
things reasonably necessary to transact all business connected with retail
installment sales contracts, installment loan agreements, notes, mortgages,
deeds of trust and security deeds or other security instruments secured by
manufactured housing and related real property (the "Contracts") and/or
financing statements assigned by Seller to Buyer, on which Seller or its
predecessors are listed as lien holder, beneficiary or the like, a schedule of
said Contracts being attached hereto as Exhibit A1, including but not limited
to, the following:
a) Endorse, without recourse pursuant to a stamp approved by Seller,
notes, checks or other instruments of payment made on the
Contracts;
b) Execute assignments, without recourse from Seller to Buyer of
security and lien-creating instruments related to the Contracts;
c) Execute releases of liens, security interests and the like with
respect to the Contracts;
d) Execute and deliver, on behalf of itself, the lienholder of
record and/or Seller, as applicable or appropriate, any and
all instruments of satisfaction or cancellation, or partial or
full release or discharge and all other comparable instruments
with respect to the Contracts or to the manufactured housing
securing the Contracts and other related collateral securing
such Contracts including, without limitation, any discharges,
releases, satisfactions, bills of sale, financing statements,
continuation statements, certificates of title, assignments of
title, transfers of title or registration or similar forms
with respect to any of the manufactured housing and related
collateral;
e) Sign and file, without Seller's signature, such finance and
continuation statements, amendments and supplements thereto and
other documents which Buyer may from time to time deem necessary
to perfect, preserve and protect its security interest in the
chattel paper and related collateral;
f) Execute and deliver any and all instruments and take any and all
further action in the name of and on behalf of Seller as may be
required or deemed desirable to accomplish any and all of the
actions described herein and carry out the purpose of this Limited
Power of Attorney; and
g) Demand, enforce, reduce to possession, collect, receive,
receipt for, endorse, compromise, settle or assign without
recourse any and all indebtedness, notes, commercial paper,
promises to pay, retail installment sales contracts, chattel
paper, instruments, chooses in action and other obligations
described in Exhibit Al, together with all monies due to or become
due under said Contracts after the Cut-Off Date, including,
without limitation payahead, proceeds from any recourse to dealers
and proceeds from claims on any insurance policies relating to
such Contracts and any and all claims, chooses in action and
rights and causes of action relating thereto, including, without
limitation, any and all real estate and personal property,
security instruments and insurance policies held as security for
said Contracts, and all other property of every kind identified in
said whole or in part and in connection therewith to
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execute, acknowledge or handle any instruments in writing which
may become necessary in order to carry the foregoing powers into
effect.
Buyer is hereby empowered to do any and all lawful action required for
effecting the transfer of the Contracts and the security interests granted
thereby, and Seller hereby ratifies and confirms any and all lawful acts that
Buyer shall do pursuant to and conformity with this Limited Power of Attorney.
Seller further grants unto Buyer and its agents full authority and power to do
and perform any and all acts necessary or incident to the execution of the
powers herein expressly granted, as the Seller or its agents might or could do
if personally present.
To induce any third party to act hereunder, Seller hereby agrees that
any third party receiving a duly executed copy or facsimile of this instrument
may act hereunder and that revocation or termination hereof shall be ineffective
as to such third party unless and until actual notice of knowledge of such
revocation or termination shall have been received by such third party, and
Seller for itself and for its legal representatives, successors and assigns
hereby agree to indemnify and hold harmless any such third party by reason of
such third party having relied on the provisions of this instrument.
Seller has given this Limited Power of Attorney in connection with the
sale of the Contracts pursuant to the Agreement for Purchase and Sale of
Manufactured Home Loans dated June 17, 2003 (the "Purchase Agreement") between
Buyer and Seller and to induce Buyer to purchase the Contracts. Capitalized
terms used but not defined herein shall have the meanings given to them in the
Purchase Agreement.
This Limited Power of Attorney coupled with an interest in the
transaction, is irrevocable and shall terminate 12 months after the latest
maturity of any Contract.
Seller executes this Limited Power of Attorney with the intent to be
legally bound hereby and with the intent that the execution shall have the full
dignity afforded by the accompanying witnessing and notarization and all lesser
dignity resulting from the absence of such witnessing and notarization or any
combination thereof.
Dated :
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ATTEST: Origen Financial L.L.C.
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By: By:
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Its: Its:
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13
State of
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County of
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I HEREBY CERTIFY that on this day of
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before me, the undersigned, a Notary Public of the State and County aforesaid,
personally appeared who acknowledged himself to be
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of Origen Financial L.L.C. who further acknowledged that he as
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being authorized to do so, executed the foregoing instrument for the purposes
therein contained by signing the name of by himself as
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IN WITNESS my name and notary seal.
(seal)
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Notary Public, State of
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My commission expires:
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14
EXHIBIT A1
(CONTRACT SALE DATED 2003)
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15
EXHIBIT B
ASSIGNMENT OF NOTES AND LIENS
(CONTRACT SALE DATED 2003)
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KNOW ALL MEN BY THESE PRESENTS THAT:
Origen Financial L.L.C., a Delaware limited liability company ("Seller"), the
present legal and equitable owner and holder of those certain Contracts in
connection with the sale of certain Manufactured Homes and more fully described
on Exhibit B1 attached hereto, secured by those certain Security Interests
covering certain Manufactured Homes (the Contracts and related notes, security
agreements and such other instruments evidencing, securing or pertaining to the
indebtedness collectively referred to as the "Loan Documents"), desires to
assign all its right, title, and interest in and to the Loan Documents to Sun
Home Services, Inc., a Michigan corporation ("Buyer").
NOW, THEREFORE, for and in consideration of value received, Seller
hereby, sells, assigns, and transfers to Buyer all of Seller's right, title and
interest in and to the Loan Documents. Buyer hereby accepts such assignment and
assumes any and all obligations of Seller under the Loan Documents with respect
to any Escrows and any and all other obligations of Seller under the Loan
Documents accruing from and after the date hereof.
Capitalized terms used but not defined herein shall have the meanings
given to them in the Agreement for Purchase and Sale of Manufactured Home Loans
between Seller and Buyer dated June 17, 2003.
Dated :
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BUYER:
SUN HOME SERVICES, INC.,
a Michigan corporation
By:
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▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, President
SELLER:
Origen Financial L.L.C.
By:
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NAME:
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TITLE:
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▇▇
▇▇▇▇▇▇▇ ▇ (▇▇▇▇.)
▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇ of Oakland
I HEREBY CERTIFY that on this day of
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before me, the undersigned, a Notary Public of the State and County aforesaid,
personally appeared who acknowledged himself to be of
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Origen Financial L.L.C. who further acknowledged that he as
------------------,
being authorized to do so, executed the foregoing instrument for the purposes
therein contained by signing the name of by himself as
------------------ -----
---------------.
IN WITNESS my name and notary seal.
(seal)
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Notary Public, State of
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My commission expires:
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17
EXHIBIT B1
(CONTRACT SALE DATED 2003)
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18
EXHIBIT C
SCHEDULE OF CONTRACTS
(CONTRACT SALE DATED 2003)
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19