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Issuing Entity
Origen Residential Securities, Inc. | ||
Depositor | ||
Origen Financial L.L.C. Sponsor, Originator and Servicer | ||
Origen Servicing, Inc. Subservicer | ||
Origen Securitization Company, LLC Seller |
FOR THIS OFFERING OF COLLATERALIZED NOTES
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Origen Manufactured Housing Contract Trust Collateralized Notes, Series 2006-A
Issuing Entity
Origen Residential Securities, Inc. Depositor | ||
Origen Financial L.L.C. Sponsor, Originator and Servicer | ||
Origen Servicing, Inc. Subservicer | ||
Origen Securitization Company, LLC Seller |
Principal Amount | Underwriting | Proceeds to | ||||||||||||||||||
Class | (1) | Note Rate(2) | Price to Public | Discount | Depositor(3) | |||||||||||||||
Class A-1 | $ | 102,596,000 | LIBOR + % | % | % | $ | ||||||||||||||
Callable Class A-2 | $ | 98,050,000 | Auction Rate | % | % | $ | ||||||||||||||
Total | $ | 200,646,000 | N/A | % | % | $ | ||||||||||||||
(1) | Approximate. | |
(2) | The note rate on the Class A-1 notes may adjust monthly and will not exceed the lesser of available funds rate and 18.00% per annum. The note rate on the Callable Class A-2 notes will be subject to adjustment on each rate determination date as described in this free writing prospectus and will not exceed the lesser of the net contract rate and 18.00% per annum. The note rate on the Class A-2 notes for the initial period will be determined on or about August 23, 2006. Thereafter, until a conversion date, if any, each Class A-2 note will bear interest during each auction period at a rate established by the auction agent (initially, Computershare Trust Company, Inc.) on each rate determination date pursuant to auction procedures described herein, based initially upon a one-month auction period, the length of which may be increased or decreased pursuant to an auction period adjustment or auction period conversion described under “Description of the Notes—Auction Period Adjustment” and “—Conversion and Auction Period Conversion and Mandatory Tender” in this free writing prospectus, subject to a cap equal to the lesser of the net contract rate or 18.00% per annum. | |
(3) | Before deducting estimated expenses payable by the depositor of $250,000. |
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Class A-1 | Callable Class A-2 | |||||||
Initial Note Principal Amount: | $ | $ | ||||||
Note Rate(1): | LIBOR + ___% | Auction Rate | ||||||
Interest Type: | Floating | Auction Rate | ||||||
Minimum Denomination: | $ | 100,000 | $ | 25,000 | ||||
Incremental Denomination: | $ | 1 | $ | 25,000 | ||||
Certificate Form: | Book-Entry | Book-Entry | ||||||
ERISA Eligible: | Yes | Yes | ||||||
First Payment Date: | September 15, 2006 | September 15, 2006 | ||||||
Final Stated Maturity Date: | November 15, 2018 | October 15, 2037 | ||||||
Interest Accrual Method: | Actual/360 | Actual/360 | ||||||
Payment Delay: | 0 days | 0 days | ||||||
Anticipated Ratings (Moody’s/S&P): | Aaa/AAA | Aaa/AAA | ||||||
CUSIP Number: | 68620B AA0 | 68620B AB8 |
(1) | The note rate on the Class A-1 notes may adjust monthly and will be subject to an available funds rate and a maximum cap rate of 18.00% per annum. The note rate on the Class A-2 notes will be subject to adjustment on each Rate Determination Date as described in this free writing prospectus and will be subject to the net contract rate and a maximum cap rate of 18.00% per annum. |
Issuing Entity | Origen Manufactured Housing Contract Trust 2006-A, a Delaware statutory trust, referred to as the “trust” or the “issuing entity.” See “The Issuing Entity” herein. | |
Title of Series | Origen Manufactured Housing Contract Trust Collateralized Notes, Series 2006-A. | |
Closing Date | On or about August 25, 2006. | |
Sponsor | Origen Financial L.L.C., a Delaware limited liability company and a wholly-owned subsidiary of Origen Financial, Inc., is referred to in this free writing prospectus as the “sponsor.” Origen Financial L.L.C. maintains its principal office at The American Center, 27777 South Franklin Road, Suite 1700, Southfield, Michigan 48034. See “The Sponsor, the Seller, the Depositor and the Issuing Entity” herein. | |
Depositor | Origen Residential Securities, Inc., a Delaware corporation (the “depositor”), will sell the manufactured housing installment sale contracts and installment loan agreements, or “contracts,” to the issuing entity. |
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Originator | Origen Financial L.L.C., a Delaware limited liability company and a wholly-owned subsidiary of Origen Financial, Inc., originated or acquired the assets from third party sellers and is referred to in this free writing prospectus as the “originator.” Origen Financial L.L.C. maintains its principal office at The American Center, 27777 South Franklin Road, Suite 1700, Southfield, Michigan 48034. See “The Originator” herein. | |
Seller | Origen Securitization Company, LLC, a Delaware limited liability company and a wholly-owned subsidiary of Origen Financial L.L.C., will sell the manufactured housing installment sale contracts and installment loan agreements, or contracts, to the depositor. See “The Sponsor, the Seller, the Depositor and the Issuing Entity” herein. | |
Indenture Trustee | JPMorgan Chase Bank, National Association, a national banking association, as indenture trustee under the indenture. See “The Indenture Trustee” herein. | |
Owner Trustee | Wilmington Trust Company, a Delaware banking corporation, not in its individual capacity but solely as owner trustee under the trust agreement. See “The Owner Trustee” herein. | |
Servicer and Subservicer | Origen Financial L.L.C. will be responsible for the servicing of the contracts under the servicing agreement. Pursuant to the servicing agreement, Origen Financial L.L.C. will engage Origen Servicing, Inc. as subservicer (the “subservicer”) to perform the primary servicing of the contracts. See “The Servicer and the Subservicer” herein. | |
Custodian | J.P. Morgan Trust Company, National Association. | |
Swap Provider | Citibank, N.A. | |
Note Insurer | Ambac Assurance Corporation. | |
Auction Agent | Computershare Trust Company, Inc. | |
Cut-off Date | The opening of business on August 1, 2006. | |
Payment Dates | The 15th day of each month or, if that day is not a business day, the next business day, commencing in September 2006. | |
Determination Dates | The fourth business day before each payment date will be the related “determination date.” | |
Final Stated Maturity Date | The payment date occurring in November 2018 with respect to the Class A-1 notes and October 2037 with respect to the Class A-2 notes. For each class, such date is the “final stated maturity date.” |
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Notes | The notes listed in the table on the cover page are being offered by this free writing prospectus. The notes will represent non-recourse obligations of the issuing entity issued pursuant to the indenture. Payments on the notes will be secured by a pledge of the trust estate by the issuing entity to the indenture trustee pursuant to the indenture. The note balance with respect to a class of notes outstanding at any time represents the then maximum amount that the noteholders of that class are entitled to receive as payments allocable to principal of the notes. Each class of notes will have the initial note balance and note rate set forth or described on the cover hereof. | |
Owner Trust Certificates | In addition to the notes, the issuing entity will issue an ownership certificate, designated as the Origen Manufactured Housing Contract Trust 2006-A Owner Trust Certificate, to the depositor. The owner trust certificate is not being offered hereby and will be delivered to the seller or its designee as partial consideration for the contracts. | |
The Trust Estate | The trust estate will consist primarily of manufactured housing installment sale contracts and installment loan agreements, or contracts, which will be acquired by the issuing entity on the closing date and held by the indenture trustee for the benefit of the noteholders and the note insurer, and will also have the benefit of the interest rate swap agreement and the note insurer’s financial guaranty insurance policy. As of the opening of business on August 1, 2006, or the “cut-off date,” the pool of contracts expected to be delivered to the indenture trustee (the “contract pool”) had the following characteristics: |
• | number of contracts: 4,089 | ||
• | aggregate principal balance: $224,185,595.52 | ||
• | manufactured home location: 44 states; other than 46.04% of manufactured homes located in California, 6.47% located in Texas and 5.39% located in New York, no state represents more than 5.00% of the contracts, by principal balance | ||
• | 57.72% secured by manufactured homes purchased new by obligor; 42.28% secured by used manufactured homes | ||
• | original loan-to-value ratio range (for contracts for which loan-to-value ratios were calculated): 5.78% to 100.00% (approximate) | ||
• | weighted average original loan-to-value ratio (for contracts for which loan-to-value ratios were calculated): 81.89% (approximate) | ||
• | weighted average original loan-to-invoice ratio (for contracts for which loan-to-invoice ratios were calculated): 123.35% | ||
• | principal balance range: $4,080.91 to $423,531.78 | ||
• | average principal balance: $54,826.51 | ||
• | contract rates range: 4.250% to 16.000% | ||
• | weighted average contract rate: 9.402% (approximate) |
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• | remaining term to stated maturity range: 29 months to 360 months | ||
• | weighted average remaining term to stated maturity: 229 months (approximate) | ||
• | original term to maturity range: 60 months to 360 months | ||
• | weighted average original term to maturity: 239 months | ||
• | latest maturity date: October 1, 2036 | ||
• | weighted average credit score (for contracts for which credit scores are available): 721 |
A. General | The noteholders of record on the business day immediately preceding each payment date will be entitled to receive payments from amounts collected on the manufactured housing contracts during the related due period, which will be the calendar month preceding the month in which the related payment date occurs. The indenture trustee will apply the amount available, net of the servicing fee, the indenture trustee fee, the custodian fee, the auction agent fees, the broker-dealer fees and the calculation agent fees, and other indemnities and reimbursements to the servicer, to make the following payments in the following order of priority: |
(1) | Net swap payments and swap termination payments (not triggered by a swap provider trigger event) owed to the swap provider pursuant to the interest rate swap agreement; | ||
(2) | Note insurer premium; | ||
(3) | indemnities and reimbursements to the indenture trustee (subject to a $100,000 annual cap); | ||
(4) | Class A interest (concurrently to each class of Class A notes); | ||
(5) | Class A principal (sequentially in numerical order to each class of Class A notes); | ||
(6) | Reimbursement to the note insurer for prior draws made on the policy, with interest thereon, and all amounts due and owing under the insurance agreement; | ||
(7) | Class A-1 available funds cap carry-forward amount and Class A-2 available funds cap carry-forward amount, in that order; |
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(8) | indemnities and reimbursements to the indenture trustee in excess of the annual cap; | ||
(9) | reimbursements of owner trustee expenses; | ||
(10) | indemnities owed to the auction agent and the broker-dealer; | ||
(11) | To the swap provider, any swap termination payment triggered by a swap provider trigger event; and | ||
(12) | remaining amounts to the holder of the owner trust certificate. |
The payments on each class of notes will be made only up to the amount available and draws on the note insurer’s financial guaranty insurance policy, after making any payments with a higher priority. | ||
B. Interest Payments | On each payment date, interest will be payable to each class of Class A notes concurrently up to the amount to which those classes are entitled, to the extent of the amount available for that payment date. | |
Interest on the notes for a payment date will accrue during the related interest accrual period at the then applicable note rate. The note rate for each interest accrual period and the Class A-1 notes will be the least of (i) one-month LIBOR for that interest accrual period plus ___%, (ii) the available funds rate for that interest accrual period and (iii) 18.00% per annum. The note rate for each interest accrual period and the Class A-2 notes will be the least of (i) the auction rate effective for each day during that interest accrual period, (ii) the net contract rate for that interest accrual period and (iii) 18.00% per annum, unless a conversion as described herein occurs in which case the note rate for the Class A-2 notes will be the least of (i) the converted rate effective for each day during that interest accrual period, (ii) the net contract rate for that interest accrual period and (iii) 18.00% per annum. An auction (as described herein and in Annex II) will be completed on each rate determination date to determine the auction rate for the immediately following auction period (which will be the period during which an auction rate is effective and which will generally be the related interest accrual period following such rate determination date but may be shorter or longer as described in “Description of the Notes—Interest” in this free writing prospectus). The rate determination date will be August 23, 2006, for the first auction period and thereafter, unless an auction period conversion or auction period adjustment occurs, will be the business day immediately preceding the commencement of each auction period. The rate adjustment date will be the date on which an auction rate or converted rate goes into effect which, in general, will be the business day following the related rate determination date. | ||
The interest accrual period for each class of notes for the initial payment date will be the actual number of days from the closing date to the day prior to the initial payment date. For each payment date thereafter, the interest accrual period for each class of notes will be the actual number of days from the previous payment date to the day immediately prior to the current payment date. |
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See “Description of the Notes—Payments on the Notes” and “—Interest” for additional information. | ||
C. Principal Payments | The amount of principal payable on the Class A notes on any payment date will be based on the amount by which the aggregate note balance of the notes must be reduced in order to reach or maintain the overcollateralization at the required level for that payment date. | |
See “Description of the Notes—Priority of Payments” and “—Principal” for additional information. |
Servicing Compensation and Payment of Expenses | The servicer will be paid on a monthly basis, an amount equal to the product of (i) 1.25%, (ii) 1/12 and (iii) the stated principal balance of each contract as of the beginning of the related due period, referred to as the servicing fee. As additional servicing compensation, the servicer is generally entitled to retain (a) all prepayment fees collected in respect of the contracts and all servicing related fees, including fees collected in connection with assumptions, modification, late payment charges and other similar amounts to the extent collected from the borrower, (b) any prepayment interest excess and (c) any investment earnings on funds held in related custodial accounts and escrow accounts. The servicing fee shall be payable from borrower payments and other receipts in respect of the contracts prior to the payment of any amounts to the noteholders. | |
Credit Enhancement | The credit enhancement provided for the benefit of the holders of the Class A notes will consist of excess interest, overcollateralization, and the note insurer’s financial guaranty insurance policy, each as described in this section and under “Description of the Notes” and “Overcollateralization” in this free writing prospectus. | |
Excess Interest. The contracts will bear interest each month in amounts which, in the aggregate, are expected to exceed the amount needed to pay monthly interest on the notes and certain fees and expenses of the trust. The excess interest from the contracts each month will be available to absorb realized losses on the contracts and to make payments of principal on the notes in order to maintain or restore overcollateralization at the required level. | ||
Overcollateralization. The aggregate principal balance of the contracts as of the cut-off date is expected to exceed the aggregate note balance on the closing date by approximately $23,539,596, or approximately 10.50% of the aggregate principal balance of the contracts as of the cut-off date, and will be the initial amount of overcollateralization required to be provided by the contract pool under the indenture. See “Description of the Notes—Overcollateralization” in this free writing prospectus. | ||
Financial Guaranty Insurance Policy. See “—The Policy” below. |
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Liquidation Losses | On any payment date, realized losses on the contracts during the related due period will have the effect of reducing the amount of excess interest and the overcollateralized amount. If realized losses eliminate the overcollateralization on any payment date and result in the pool principal balance of the contracts being lower than the outstanding principal balance of the notes, such a discrepancy, referred to as undercollateralization, will result in a draw on the policy in the amount of such discrepancy to pay principal on the notes. The indenture will not permit the note balance of the Class A notes to be adjusted to reflect realized losses on the contracts; however, investors in the Class A notes should realize that under certain loss scenarios, if the note insurer fails to cover undercollateralization amounts and any interest shortfalls, there may not be enough principal and interest on the contracts to pay to the Class A notes all principal and interest amounts to which such notes are then entitled. | |
See “Description of the Notes—Losses on Liquidated Contracts” in this free writing prospectus. | ||
The Policy | Ambac Assurance Corporation, a Wisconsin-domiciled stock insurance corporation, will issue a financial guaranty insurance policy for the benefit of the notes. The policy will unconditionally and irrevocably guarantee payment of (i) for each payment date and as set forth herein, accrued and unpaid interest calculated at the applicable rate then due on the notes, subject to the terms and conditions of the policy, (ii) for each payment date and as set forth herein, the required principal payments for the notes to the extent necessary to eliminate any undercollateralization and (iii) for the final payment date any accrued and unpaid interest and all unpaid principal on the notes. | |
See “The Policy” in this free writing prospectus. | ||
Interest Rate Swap Agreement | The issuing entity will enter into an interest rate swap agreement with Citibank, N.A., the swap provider. On or before each payment date commencing with the payment date in September 2006 and ending with the payment date in October 2037, the issuing entity will be obligated to make a fixed payment to the swap provider, and the swap provider will be obligated to a make a floating payment to the issuing entity, in each case as set forth in the interest rate swap agreement and as described in this free writing prospectus. To the extent that the fixed payment exceeds the floating payment in respect of any payment date, amounts otherwise available to noteholders will be applied to make a net payment to the swap provider. To the extent that the floating payment exceeds the fixed payment in respect of any payment date, the swap provider will make a net swap payment to the issuing entity, from which certain amounts will be remitted to holders of the notes as described in this free writing prospectus. |
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Upon early termination of the interest rate swap agreement, the issuing entity or the swap provider may be liable to make a swap termination payment to the other party, regardless of which party has caused the termination. The swap termination payment will be computed in accordance with the procedures set forth in the interest rate swap agreement. In the event that the issuing entity is required to make a swap termination payment to the swap provider, such amount generally will be paid by the issuing entity on the related payment date and on any subsequent payment dates until paid in full, prior to any payment to noteholders. In the case of swap termination payments resulting from an event of default or certain termination events with respect to the swap provider as described in this free writing prospectus, however, the issuing entity’s payment to the swap provider will be subordinated to all payments to the noteholders. | ||
Except as described in the preceding sentence, amounts payable by the issuing entity will be deducted from amounts available before payments to noteholders. | ||
See “Description of the Notes—The Swap Agreement” in this free writing prospectus. | ||
Auction Period Adjustment | The auction period will be the length of time for which a particular auction rate determined on a rate determination date is in effect for the Class A-2 notes and, unless adjusted or converted by the depositor as described herein, will be the interest accrual period following such rate determination date. Until Conversion or Auction Period Conversion as described below and herein, if any, the depositor may, from time to time, change the length of the related auction period in order to conform with then current market practice or accommodate other economic or financial factors that may affect or be relevant to the length of the auction period or the auction rate (as hereinafter described, an “Auction Period Adjustment”). An Auction Period Adjustment may be made within a period of between 7 and 91 days (a “Short Auction Period”) or a period of between 92 days and the stated maturity (a “Long Auction Period”). No Auction Period Adjustment may result in an auction period of less than 7 nor more than 91 days, if the then applicable auction period was a Short Auction Period. Upon issuance, the Class A-2 notes will be in a Short Auction Period. If the then applicable Auction Period was a Long Auction Period (as a result of an Auction Period Conversion as described below) no Auction Period Adjustment may result in an auction period that is more than three months shorter or longer than such auction period, unless certain conditions described herein are satisfied. SeeAnnex II,“Auction Procedures.” |
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Conversion and Auction Period Conversion; Mandatory Tender | Conversion. The issuing entity (with the consent of the note insurer which consent is not to be unreasonably withheld or delayed), at its option on any rate adjustment date, provided that the issuing entity obtains confirmation from each rating agency that such conversion will not adversely affect the ratings on the Class A-2 notes (without regard to the policy), may replace the auction rate as the method of determining the note rate for the Class A-2 notes with a fixed interest rate or a variable interest rate calculated on a different basis. The length of the period for which such converted rate will apply, the new method of determining the note rate, the applicable form of note, and such other provisions as may be desired will be as set forth in a supplemental indenture executed in connection with such conversion. | |
Auction Period Conversion. The type of auction period for the Class A-2 notes is subject to conversion, at the option of the issuing entity, on any rate adjustment date from a Short Auction Period to a Long Auction Period, or vice versa, or to a Long Auction Period that is at least three months shorter or longer than the Auction Period established upon the most recent auction period conversion of the Class A-2 notes, if any. No auction period conversion will be effective unless the issuing entity has furnished to the indenture trustee and the note insurer prior to the auction period conversion date confirmations from each rating agency that such auction period conversion will not adversely affect the ratings on the Class A-2 notes (without regard to the policy). | ||
Mandatory Tender. The Class A-2 notes will be subject to mandatory tender in the event of a conversion or auction period conversion related to the Class A-2 notes. See “Description Of The Notes—Conversion and Auction Period Conversion and Mandatory Tender.” | ||
Optional Redemption: Optional Call of Class A-2 Notes | At its option, the servicer will be permitted to purchase all outstanding contracts and thereby redeem the notes, in whole but not in part, on any payment date on which the aggregate principal balance of the contracts remaining in the contract pool has been reduced to less than or equal to 20% of the aggregate principal balance of the contracts as of the cut-off date. See “Description of the Notes—Optional Redemption” in this free writing prospectus and “Description of the Securities—Optional Redemption, Purchase or Termination” in the prospectus. In addition, on any payment date occurring after August 2009, if the note balance of the Class A-1 notes has been reduced to zero, the issuing entity may call the Class A-2 notes, and the holders must tender their notes in exchange for the redemption price equal to the outstanding principal balance plus all accrued and unpaid interest thereon. No optional redemption may be effected unless all amounts due and unpaid to the swap provider (including any swap termination payments) are paid in full, and no optional redemption may be effected without the note insurer’s consent unless (i) all amounts due and unpaid to the note insurer are paid in full and (ii) it would not result in a draw on the policy. See “Description of the Notes—Optional Redemption” in this free writing prospectus. |
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Repurchase Obligation | Under the terms of the asset purchase agreement, and subject to the originator’s option to effect a substitution, the originator will be obligated to repurchase within 60 days after the originator becomes aware, or after the originator’s receipt of written notice from the servicer or from the indenture trustee (to the extent the indenture trustee has written notice or actual knowledge), of a breach of any representation or warranty made by the originator in the asset purchase agreement that materially and adversely affects the trust’s interest in any contract, unless the originator’s breach has been cured. See “Description of the Notes—Conveyance of Contracts” in this free writing prospectus. | |
Federal Income Tax Considerations | For federal income tax purposes, (i) the notes will be characterized as indebtedness to a noteholder other than the owner of the owner trust certificate and not as representing an ownership interest in the trust or an equity interest in the issuing entity or the depositor and (ii) as long as Origen Financial Inc., the parent REIT, maintains its REIT (as defined herein) status and the owner trust certificate is held by the parent REIT or one of its subsidiaries that is a disregarded entity for federal income tax purposes, the trust will be treated as a “qualified REIT subsidiary” within the meaning of Section 856(i) of the Code. See “Material Federal Income Tax Considerations” in this free writing prospectus and the prospectus. | |
Ratings | It is a condition to the issuance of the notes that they be rated as follows by Moody’s Investors Service, Inc. (“Moody’s”) and by Standard & Poor’s, a division of The McGraw-Hill Companies, Inc. (“S&P”) together with Moody’s, the “rating agencies”): |
Class | Moody’s | S&P | ||
A-1 A-2 | Aaa Aaa | AAA AAA |
Such ratings reflect the assessment of the rating agencies, based on particular prepayment and loss assumptions, of the likelihood of the ultimate receipt by the noteholders of the original note balance on or prior to the final stated maturity date for each class and the timely receipt by the noteholders of interest at the note rate on the note balance outstanding immediately prior to each payment date and the claims paying ability of the note insurer. The issuing entity has not requested that any rating agency rate the notes other than as stated above. If another rating agency were to rate the notes, such rating agency may assign a rating different from the ratings described above. A security rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time by the assigning rating organization. While the ratings address the likelihood of ultimate receipt by noteholders of the original note balance and timely receipt by noteholders of interest on the note balance outstanding from time to time at the note rate, such ratings do not represent any assessment of the timing of receipt by noteholders of the original note balance or the corresponding effect on yield to investors. In addition, the ratings do not address the likelihood of receipt of any available funds cap carry-forward amounts. See “Yield and Prepayment Considerations” and “Ratings” in this free writing prospectus. |
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Legal Investment | The Class A notes are not expected to constitute “mortgage related securities” within the meaning of the Secondary Mortgage Market Enhancement Act of 1984 (“SMMEA”). The appropriate characterization of the notes under various legal investment restrictions, and thus the ability of investors subject to these restrictions to purchase the notes, may be subject to significant interpretative uncertainties. In addition, institutions whose investment activities are subject to review by certain regulatory authorities may be or may become subject to restrictions, which may be retroactively imposed by such regulatory authorities, on the investment by such institutions in certain forms of securities. Accordingly, investors should consult their own legal advisors to determine whether and to what extent the notes constitute legal investments for them. See “Legal Investment” in this free writing prospectus. | |
ERISA Considerations | A fiduciary of any employee benefit plan or other retirement arrangement subject to the Employee Retirement Income Security Act of 1974, as amended, or ERISA, or Section 4975 of the Code should review carefully with its legal counsel whether the purchase or holding of the notes or an interest therein could give rise to a transaction that is prohibited or is not otherwise permitted either under ERISA or Section 4975 of the Code or whether there exists any statutory or administrative exemption applicable to an investment therein. | |
Any benefit plan fiduciary considering whether to purchase any notes or an interest therein on behalf of a benefit plan should consult with its counsel regarding the applicability of the fiduciary responsibility and prohibited transaction provisions of ERISA and the Code. See “ERISA Considerations” in this free writing prospectus and in the prospectus. | ||
Financing Arrangements of the Seller | Immediately prior to the sale of the contracts to the depositor, some of the contracts will have been subject to financing provided by an affiliate of the underwriter. The seller will apply a portion of the proceeds it receives from the sale of the contracts to repay that financing. |
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• | homeowner mobility, | ||
• | general and regional economic conditions, | ||
• | prevailing interest rates, and | ||
• | natural disasters. |
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• | The security interests in certain manufactured homes may not be perfected. |
• | The assignment of the security interest in a manufactured home to the indenture trustee may not be perfected. |
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• | it may not provide you with liquidity of investment; or | ||
• | it may not continue for the term of any class of notes. |
States | Contracts | |||
California | 46.04 | % | ||
Texas | 6.47 | % | ||
New York | 5.39 | % |
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2004 | 2005 | |||||||
Number of Securitizations | 2 | 2 | ||||||
Number of Contracts | 10,084 | 7,419 | ||||||
Aggregate Principal Balance | $ | 438,209,297 | $ | 365,006,431 |
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2003 | 2004 | 2005 | ||||||||||||||||||||||
Aggregate | Aggregate | Aggregate | ||||||||||||||||||||||
Original | Original | Original | ||||||||||||||||||||||
Principal | Number | Principal | Number | Principal | Number | |||||||||||||||||||
Balance of | of | Balance of | of | Balance of | of | |||||||||||||||||||
Asset Type | Loans | Loans | Loans | Loans | Loans | Loans | ||||||||||||||||||
Home Only | $ | 178,960,070 | 4,144 | $ | 247,304,637 | 5,443 | $ | 282,364,511 | 6,286 | |||||||||||||||
Land/Home | $ | 19,528,938 | 249 | $ | 24,698,879 | 304 | $ | 17,305,343 | 222 |
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As of | Total Sources | |||
June 30, 2006 | 883 | |||
December 31, 2005 | 870 | |||
December 31, 2004 | 851 | |||
December 31, 2003 | 999 |
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• | 125% (145% for California) of the manufacturer’s invoice, excluding intangibles or immaterial items such as freight, association dues, furniture, décor packages and other miscellaneous items; | ||
• | 100% of taxes, freight, fees, insurance and other miscellaneous items; | ||
• | 100% of the retailer’s cost for approved retailer installed options, up to 25% (30% for California) of the manufacturer’s invoice; and | ||
• | set-up expenses of $2,000 per section ($3,000 in California and Florida), up to a maximum of $6,000. |
• | 95% of base NADA or appraised value; | ||
• | 100% of taxes, freight, fees and insurance; | ||
• | 100% of approved retailer installed options, up to 15% of the base NADA or third party valuation; and |
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• | set-up expenses of $2,000 per section of manufactured home, up to a maximum of $6,000. |
• | New Homes — 130% of net invoice (invoice less freight, furniture, advertising allowances, sales surcharges, sales taxes, rebates, tape and texture, and any other invoice costs that do not relate to any part of the actual manufactured home); | ||
• | Used Homes — The lesser of 130% of base NADA book value or 95% of sales price; | ||
• | 100% of taxes, freight, fees, insurance and other miscellaneous items; | ||
• | 100% of the retailer’s cost for approved retailer installed options up to a maximum of 30% of invoice for new homes or 15% of base NADA book value for used homes; | ||
• | $10,000 — $20,000 for property improvements such as grading, well, septic, and electric utilities; | ||
• | $15,000 for garages and $15,000 for foundations, if applicable; | ||
• | 95% of the appraised value of the land; and | ||
• | Closing costs, including points and fees. |
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• | obligor will not be the occupant of the home; | ||
• | a down payment or type of down payment (trade-in or cash) was not actually made by the obligor as indicated by the contract; | ||
• | the home is not set up and ready to live in or the financed options have not been installed; and | ||
• | the obligor is unhappy with the transaction or the retailer. |
• | the verification of the existence and accuracy of the underwriting documentation, including verification of down payment, verification of income and employment, and a random review of appraisals and inspections; | ||
• | recalculation of the obligor’s income and debt-to-income ratios; | ||
• | a re-underwrite review of the credit report and other loan factors to determine whether the obligor’s credit pattern complies with the Originator’s guidelines; and | ||
• | a review of the appraisal for completeness and validity. |
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December 31, 2003 | December 31, 2004 | December 31, 2005 | June 30, 2006 | |||||||||||||||||||||||||||||
Unpaid | Unpaid | Unpaid | Unpaid | |||||||||||||||||||||||||||||
Principal | Principal | Principal | Principal | |||||||||||||||||||||||||||||
Balance of | Number | Balance of | Number | Balance of | Number | Balance of | Number | |||||||||||||||||||||||||
Loans | of | Loans | of | Loans | of | Loans | of | |||||||||||||||||||||||||
Asset Type | Outstanding | Loans | Outstanding | Loans | Outstanding | Loans | Outstanding | Loans | ||||||||||||||||||||||||
Home Only | $ | 1,146,476,813 | 29,463 | $ | 1,226,025,844 | 31,298 | $ | 1,342,664,690 | 34,115 | $ | 1,382,429,621 | 34,616 | ||||||||||||||||||||
Land/Home | $ | 148,037,206 | 2,025 | $ | 145,218,696 | 2,014 | $ | 170,240,491 | 2,347 | $ | 173,899,237 | 2,377 |
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• | Loan Administration. Although electronically interfaced with the Originator’s loan origination system, Origen Servicing manages the loading of each loan into its servicing system to ensure the quality of information. | ||
• | Customer Service. Origen Servicing performs all customary customer service functions, including answering general questions from obligors, processing pay-off requests and updating customer information. | ||
• | Payment Processing. Origen Servicing posts and tracks all incoming payments utilizing a bank lock-box arrangement for daily electronic data transfer. Origen Servicing also processes those payments that it receives directly and through the Automated Clearing House and Western Union. | ||
• | Claims. Origen Servicing manages all insurance-related claims through a vendor. Where necessary, Origen Servicing will force place hazard insurance, and a monthly charge is then added to the obligor’s monthly payment to cover the premium. | ||
• | Titling. Origen Servicing ensures that all title documents for manufactured homes securing contracts are properly recorded and documented. | ||
• | Imaging. Origen Servicing scans all critical documentation and makes data available electronically to all employees with appropriate security access typically within 24 to 72 hours of its receipt of the documentation. Origen Servicing has imaged all documentation for all loans the Originator has originated since inception. |
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• | Dialer Operations. Origen Servicing uses predictive dialing campaigns to collect on loans particularly in the early stages of delinquency. Origen Servicing begins predictive dialing activity between three days and three weeks after a missed payment. | ||
• | Collections. All collections personnel are ACA certified within a specified time frame following commencement of their employment with Origen Servicing. They are primarily responsible for the collection of delinquent loan payments through telephonic means. In addition to direct telephone contact, Origen Servicing attempts to collect amounts owing on delinquent and defaulted loans by sending reminder notices, collection letters and letters of default. Origen Servicing also uses field collectors, both contract and full-time employees, to visit the homes and make face-to-face contact with delinquent obligors. The methods used to attempt to collect each delinquent or defaulted loan depend on the risk profile of the obligor, the value of the home, the amount owed and other relevant factors. The obligor is mailed a collection notice on the fifteenth day of delinquency, and subsequent letters are mailed at various stages of delinquency. The automated collection system is used to track collection efforts and results. The system places all delinquent loans in the appropriate collector’s queue and prioritizes the loans for contact by the collector. All contact with the obligor is documented on the collection system to build a collection history on the loan. The automated collection system provides collection managers with the ability to track the productivity of individual collectors and manage the overall performance of the staff. |
Letter # | When Sent | Description | ||
1 | 15 days after due date | Late notice/reminder | ||
2 | After broken promise | Broken promise — unable to reach by phone | ||
3 | After partial delinquent amount received | Partial payment — demand for full delinquent amount | ||
4 | After partial delinquent amount received | Partial payment — payment arrangement/promise broken | ||
5 | After 2nd NSF check is posted | NSF payments — future payments made by certified funds | ||
6 | 30 — 90 days after due date | Notice of Default — need full amount to avoid legal action |
• | Bankruptcy. Origen Servicing manages the collections and servicing of loans made to obligors who subsequently file for personal bankruptcy, as permitted under applicable bankruptcy law. | ||
• | Repossession and Foreclosures. Once an account is deemed uncollectible, the related manufactured home is voluntarily surrendered, abandoned, repossessed or obtained through legal proceedings. | ||
• | Loss Mitigation. Origen Servicing prepares an analysis of hardship conditions and alternatives to repossession or foreclosure that produce bona fide savings to Origen Financial L.L.C. and investors in loans serviced by Origen Servicing. Origen Servicing utilizes a comprehensive set of procedures detailing all steps in the loss mitigation process including decision tree analysis and reporting of the amount mitigated. |
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• | Remarketing. Origen Servicing comprehensively evaluates each defaulted loan and sells all non-earning collateral through wholesale, retail, auction, direct lending, or other channels to maximize investor return and minimize cycle time and expenses. Origen Servicing utilizes a proprietary system to perform repossession resale analysis, track related expense, obtain required management approval and report repossession and re-marketing activity. Depending on the age and condition of a repossessed manufactured home, Origen Servicing may invest additional funds in order to refurbish the home prior to sale. | ||
• | Field Services. A core group of seasoned field specialists knowledgeable in manufactured home valuations and changing local market conditions assists in the re-marketing process. Selected vendors assist in obligor interviews, securing repossessed homes, and in certain loss mitigation efforts. |
• | depositing customer payments into a lockbox account; | ||
• | a portion of field collections and repossession inspection services; | ||
• | assuring that hazard insurance coverage and flood insurance coverage, if applicable, is maintained; and | ||
• | printing and mailing of monthly billing statements. |
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Delinquency Experience | ||||||||||||||||||||
December 31, | June 30, | |||||||||||||||||||
2002 | 2003 | 2004 | 2005 | 2006 | ||||||||||||||||
Principal Balance of Assets | ||||||||||||||||||||
Total Outstanding(1) | $ | 1,275,934,272 | $ | 1,294,514,018 | $ | 1,368,017,201 | $ | 1,486,164,664 | $ | 1,530,126,364 | ||||||||||
Origen Originations(5) | $ | 1,186,104,423 | $ | 1,216,333,579 | $ | 1,299,726,337 | $ | 1,398,796,232 | $ | 1,448,817,514 | ||||||||||
Acquisitions(5) | $ | 89,829,849 | $ | 78,180,439 | $ | 68,290,864 | $ | 87,368,432 | $ | 81,308,850 | ||||||||||
Principal Balance of Delinquent Assets(2) | ||||||||||||||||||||
Total 30-59 days past due | $ | 24,457,120 | $ | 34,298,462 | $ | 22,966,404 | $ | 25,798,939 | $ | 23,148,527 | ||||||||||
Origen Originations(5) | $ | 21,215,910 | $ | 30,464,027 | $ | 20,360,333 | $ | 21,784,125 | $ | 20,417,810 | ||||||||||
Acquisitions(5) | $ | 3,241,210 | $ | 3,834,435 | $ | 2,606,071 | $ | 4,014,814 | $ | 2,730,716 | ||||||||||
Total 60-89 days past due | $ | 11,497,386 | $ | 12,017,681 | $ | 9,149,908 | $ | 8,515,206 | $ | 9,450,367 | ||||||||||
Origen Originations(5) | $ | 10,167,935 | $ | 10,242,595 | $ | 7,720,862 | $ | 7,812,675 | $ | 8,482,771 | ||||||||||
Acquisitions(5) | $ | 1,329,451 | $ | 1,775,086 | $ | 1,429,046 | $ | 702,531 | $ | 967,596 | ||||||||||
Total 90 days or more past due(1) | $ | 38,910,302 | $ | 49,789,255 | $ | 42,244,803 | $ | 39,637,958 | $ | 24,281,990 | ||||||||||
Origen Originations(5) | $ | 34,445,964 | $ | 43,377,008 | $ | 37,378,500 | $ | 35,651,328 | $ | 21,892,032 | ||||||||||
Acquisitions(5) | $ | 4,464,338 | $ | 6,412,247 | $ | 4,866,303 | $ | 3,986,630 | $ | 2,389,957 | ||||||||||
Total Delinquency(1) | ||||||||||||||||||||
Total Delinquency | $ | 74,864,807 | $ | 96,105,398 | $ | 74,361,115 | $ | 73,952,103 | $ | 56,880,884 | ||||||||||
Origen Originations(5) | $ | 65,829,809 | $ | 84,083,630 | $ | 65,459,695 | $ | 65,248,128 | $ | 50,792,614 | ||||||||||
Acquisitions(5) | $ | 9,034,998 | $ | 12,021,768 | $ | 8,901,421 | $ | 8,703,976 | $ | 6,088,270 | ||||||||||
Total Delinquency Percentage(3) | 5.87 | % | 7.42 | % | 5.44 | % | 4.98 | % | 3.72 | % | ||||||||||
Origen Originations(5) | 5.55 | % | 6.91 | % | 5.04 | % | 4.66 | % | 3.51 | % | ||||||||||
Acquisitions(5) | 10.06 | % | 15.38 | % | 13.03 | % | 9.96 | % | 7.49 | % | ||||||||||
Total Delinquency Percentage(4) | 4.13 | % | 5.59 | % | 4.18 | % | 3.83 | % | 2.88 | % | ||||||||||
Origen Originations(5) | 3.90 | % | 5.19 | % | 3.85 | % | 3.54 | % | 2.71 | % | ||||||||||
Acquisitions(5) | 7.32 | % | 11.99 | % | 10.51 | % | 8.46 | % | 5.97 | % |
(1) | Includes contracts already in repossession and mortgage loans already in foreclosure. | |
(2) | The period of delinquency is based on the number of days payments are contractually past due (assuming 30-day months). Consequently, payments on a contract or mortgage loan due on the first day of the month are not 30 days delinquent until the first day of the next month. | |
(3) | As a percentage of the principal balance of contracts and mortgage loans outstanding at month end. | |
(4) | Excluding contracts already in repossession and mortgage loans already in foreclosure. | |
(5) | “Origen Originations” include contracts originated by Origen itself and through retailers and loan brokers, and exclude contracts purchased in bulk acquisition transactions. “Acquisitions” include only contracts purchased in bulk acquisition transactions. |
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Loss Experience | ||||||||||||||||||||
December 31, | June 30, | |||||||||||||||||||
2002 | 2003 | 2004 | 2005 | 2006 | ||||||||||||||||
Principal Balance of Assets | ||||||||||||||||||||
Total Outstanding(1) | $ | 1,275,934,272 | $ | 1,294,514,018 | $ | 1,368,017,201 | $ | 1,486,164,664 | $ | 1,530,126,364 | ||||||||||
Origen Originations | $ | 1,186,104,423 | $ | 1,216,333,579 | $ | 1,299,726,337 | $ | 1,398,796,232 | $ | 1,448,817,514 | ||||||||||
Acquisitions | $ | 89,829,849 | $ | 78,180,439 | $ | 68,290,864 | $ | 87,368,432 | $ | 81,308,850 | ||||||||||
Gross losses(2) | $ | 51,264,609 | $ | 47,900,139 | $ | 55,157,903 | $ | 40,265,863 | $ | 22,645,670 | ||||||||||
Origen Originations | $ | 42,619,509 | $ | 41,979,419 | $ | 48,449,955 | $ | 35,838,506 | $ | 20,775,871 | ||||||||||
Acquisitions | $ | 8,645,100 | $ | 5,920,721 | $ | 6,707,948 | $ | 4,427,357 | $ | 1,869,799 | ||||||||||
Net losses(3) | $ | 46,297,922 | $ | 43,082,160 | $ | 48,832,169 | $ | 35,446,634 | $ | 20,183,257 | ||||||||||
Origen Originations | $ | 38,529,894 | $ | 37,749,126 | $ | 42,903,623 | $ | 31,605,596 | $ | 18,523,302 | ||||||||||
Acquisitions | $ | 7,768,028 | $ | 5,333,034 | $ | 5,928,546 | $ | 3,841,038 | $ | 1,659,955 | ||||||||||
Gross losses(2) | 4.02 | % | 3.70 | % | 4.03 | % | 2.71 | % | 1.48 | % | ||||||||||
Origen Originations(4) | 3.59 | % | 3.45 | % | 3.73 | % | 2.56 | % | 1.43 | % | ||||||||||
Acquisitions(4) | 9.62 | % | 7.57 | % | 9.82 | % | 5.07 | % | 2.30 | % | ||||||||||
Net losses(3) | 3.63 | % | 3.33 | % | 3.57 | % | 2.39 | % | 1.32 | % | ||||||||||
Origen Originations(4) | 3.25 | % | 3.10 | % | 3.30 | % | 2.26 | % | 1.28 | % | ||||||||||
Acquisitions(4) | 8.65 | % | 6.82 | % | 8.68 | % | 4.40 | % | 2.04 | % |
(1) | Includes contracts already in repossession and mortgage loans already in foreclosure. | |
(2) | The calculation of gross losses includes the principal balance of the contract at the time of repossession plus accrued interest up to the date of disposition of the repossessed unit plus all expenses of repossession and liquidation less the proceeds. | |
(3) | The calculation of net losses include the principal balance of the contract at the time of repossession plus all expenses of repossession and liquidation less the proceeds from asset liquidation. Losses are expressed as a percentage of the total principal balance of contracts being serviced at period end. | |
(4) | “Origen Originations” include contracts originated by Origen itself and through retailers and loan brokers, and exclude contracts purchased in bulk acquisition transactions. “Acquisitions” include only contracts purchased in bulk acquisition transactions. |
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% of Contract Pool | ||||||||||||
Number of | Aggregate Principal | by Outstanding | ||||||||||
Contracts as of | Balance Outstanding | Principal Balance as | ||||||||||
States | Cut-off Date | as of Cut-off Date | of Cut-off Date | |||||||||
California | 1,238 | $ | 103,205,122.95 | 46.04 | % | |||||||
Texas | 365 | 14,512,458.49 | 6.47 | |||||||||
New York | 237 | 12,080,566.81 | 5.39 | |||||||||
Florida | 205 | 9,750,778.01 | 4.35 | |||||||||
Michigan | 291 | 8,757,529.87 | 3.91 | |||||||||
Arizona | 112 | 6,196,026.44 | 2.76 | |||||||||
Alabama | 113 | 4,572,626.29 | 2.04 | |||||||||
Mississippi | 108 | 4,380,572.15 | 1.95 | |||||||||
Pennsylvania | 89 | 4,375,299.05 | 1.95 | |||||||||
Oregon | 112 | 4,311,814.75 | 1.92 | |||||||||
Georgia | 89 | 3,834,822.15 | 1.71 | |||||||||
South Carolina | 81 | 3,692,162.20 | 1.65 | |||||||||
Ohio | 89 | 3,368,385.36 | 1.50 | |||||||||
Washington | 71 | 3,306,427.90 | 1.47 | |||||||||
Louisiana | 73 | 3,045,995.20 | 1.36 | |||||||||
North Carolina | 72 | 2,988,939.92 | 1.33 | |||||||||
Kentucky | 55 | 2,847,134.03 | 1.27 | |||||||||
Colorado | 52 | 2,755,598.93 | 1.23 | |||||||||
Oklahoma | 69 | 2,707,687.88 | 1.21 | |||||||||
Indiana | 74 | 2,593,515.54 | 1.16 | |||||||||
Arkansas | 51 | 2,295,885.61 | 1.02 | |||||||||
New Mexico | 44 | 2,158,684.54 | 0.96 | |||||||||
Minnesota | 58 | 2,054,095.44 | 0.92 | |||||||||
Virginia | 30 | 1,895,400.11 | 0.85 | |||||||||
Kansas | 37 | 1,354,850.20 | 0.60 | |||||||||
West Virginia | 29 | 1,211,965.17 | 0.54 | |||||||||
Tennessee | 29 | 1,088,894.47 | 0.49 | |||||||||
Maryland | 23 | 1,082,970.43 | 0.48 | |||||||||
Montana | 26 | 1,064,025.01 | 0.47 | |||||||||
Missouri | 29 | 996,031.64 | 0.44 | |||||||||
Idaho | 28 | 909,009.67 | 0.41 | |||||||||
Nevada | 19 | 845,214.18 | 0.38 | |||||||||
Wyoming | 14 | 747,370.45 | 0.33 | |||||||||
Delaware | 10 | 651,746.61 | 0.29 | |||||||||
Utah | 16 | 615,164.21 | 0.27 | |||||||||
Illinois | 17 | 566,018.75 | 0.25 | |||||||||
Iowa | 13 | 422,928.40 | 0.19 | |||||||||
Wisconsin | 7 | 217,532.21 | 0.10 | |||||||||
Maine | 2 | 158,345.72 | 0.07 | |||||||||
South Dakota | 4 | 155,182.85 | 0.07 | |||||||||
North Dakota | 3 | 121,525.41 | 0.05 | |||||||||
Massachusetts | 2 | 108,124.53 | 0.05 | |||||||||
Vermont | 1 | 95,421.21 | 0.04 | |||||||||
New Hampshire | 2 | 85,744.78 | 0.04 | |||||||||
Total | 4,089 | $ | 224,185,595.52 | 100.00 | % | |||||||
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% of Contract Pool | ||||||||||||
Number of | Aggregate Principal | by Outstanding | ||||||||||
Contracts as of | Balance Outstanding | Principal Balance as | ||||||||||
Year of Origination | Cut-off Date | as of Cut-off Date | of Cut-off Date | |||||||||
1997 | 11 | $ | 260,392.90 | 0.12 | % | |||||||
1998 | 95 | 2,628,811.46 | 1.17 | |||||||||
1999 | 279 | 9,177,216.71 | 4.09 | |||||||||
2000 | 22 | 804,730.72 | 0.36 | |||||||||
2001 | 1 | 53,286.31 | 0.02 | |||||||||
2002 | 7 | 374,155.03 | 0.17 | |||||||||
2003 | 40 | 2,849,818.18 | 1.27 | |||||||||
2004 | 67 | 4,638,857.77 | 2.07 | |||||||||
2005 | 951 | 53,719,636.15 | 23.96 | |||||||||
2006 | 2,616 | 149,678,690.29 | 66.77 | |||||||||
Total | 4,089 | $ | 224,185,595.52 | 100.00 | % | |||||||
% of Contract Pool | ||||||||||||
Number of | Aggregate Principal | by Outstanding | ||||||||||
Range of Original Contract | Contracts as of | Balance Outstanding | Principal Balance | |||||||||
Amounts (in Dollars) | Cut-off Date | as of Cut-off Date | as of Cut-off Date | |||||||||
Less than $10,000.01 | 19 | $ | 161,796.08 | 0.07 | % | |||||||
$10,000.01 to $20,000.00 | 381 | 5,452,056.13 | 2.43 | |||||||||
$20,000.01 to $30,000.00 | 553 | 13,489,539.17 | 6.02 | |||||||||
$30,000.01 to $40,000.00 | 707 | 24,002,249.97 | 10.71 | |||||||||
$40,000.01 to $50,000.00 | 549 | 23,983,683.87 | 10.70 | |||||||||
$50,000.01 to $60,000.00 | 468 | 25,137,771.82 | 11.21 | |||||||||
$60,000.01 to $70,000.00 | 340 | 21,713,058.73 | 9.69 | |||||||||
$70,000.01 to $80,000.00 | 268 | 19,867,729.46 | 8.86 | |||||||||
$80,000.01 to $90,000.00 | 193 | 16,209,609.30 | 7.23 | |||||||||
$90,000.01 to $100,000.00 | 158 | 14,927,659.82 | 6.66 | |||||||||
$100,000.01 to $110,000.00 | 115 | 11,864,498.83 | 5.29 | |||||||||
$110,000.01 to $120,000.00 | 91 | 10,393,382.56 | 4.64 | |||||||||
$120,000.01 to $130,000.00 | 70 | 8,599,471.02 | 3.84 | |||||||||
$130,000.01 to $140,000.00 | 49 | 6,589,124.46 | 2.94 | |||||||||
$140,000.01 to $150,000.00 | 35 | 5,044,447.63 | 2.25 | |||||||||
$150,000.01 to $160,000.00 | 30 | 4,563,086.57 | 2.04 | |||||||||
$160,000.01 or greater | 63 | 12,186,430.10 | 5.44 | |||||||||
Total | 4,089 | $ | 224,185,595.52 | 100.00 | % | |||||||
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% of Contract Pool by | ||||||||||||
Number of | Aggregate Principal | Outstanding Principal | ||||||||||
Range of Remaining Contract | Contracts as of | Balance Outstanding | Balance as of Cut-off | |||||||||
Amounts (in Dollars) | Cut-off Date | as of Cut-off Date | Date | |||||||||
Less than $10,000.01 | 65 | $ | 527,705.15 | 0.24 | % | |||||||
$10,000.01 to $20,000.00 | 382 | 5,924,814.11 | 2.64 | |||||||||
$20,000.01 to $30,000.00 | 576 | 14,568,265.08 | 6.50 | |||||||||
$30,000.01 to $40,000.00 | 703 | 24,447,271.14 | 10.90 | |||||||||
$40,000.01 to $50,000.00 | 539 | 24,182,294.36 | 10.79 | |||||||||
$50,000.01 to $60,000.00 | 446 | 24,546,516.53 | 10.95 | |||||||||
$60,000.01 to $70,000.00 | 330 | 21,345,108.57 | 9.52 | |||||||||
$70,000.01 to $80,000.00 | 263 | 19,688,190.16 | 8.78 | |||||||||
$80,000.01 to $90,000.00 | 182 | 15,409,034.11 | 6.87 | |||||||||
$90,000.01 to $100,000.00 | 166 | 15,777,602.60 | 7.04 | |||||||||
$100,000.01 to $110,000.00 | 103 | 10,772,560.75 | 4.81 | |||||||||
$110,000.01 to $120,000.00 | 99 | 11,381,283.37 | 5.08 | |||||||||
$120,000.01 to $130,000.00 | 62 | 7,735,373.91 | 3.45 | |||||||||
$130,000.01 to $140,000.00 | 47 | 6,364,527.66 | 2.84 | |||||||||
$140,000.01 to $150,000.00 | 41 | 5,960,715.30 | 2.66 | |||||||||
$150,000.01 to $160,000.00 | 23 | 3,527,390.09 | 1.57 | |||||||||
$160,000.01 or greater | 62 | 12,026,942.63 | 5.36 | |||||||||
Total | 4,089 | $ | 224,185,595.52 | 100.00 | % | |||||||
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% of Contract Pool by | ||||||||||||
Number of | Aggregate Principal | Outstanding Principal | ||||||||||
Range of Original | Contracts as of | Balance Outstanding | Balance as | |||||||||
Loan-to-Value Ratios | Cut-off Date | as of Cut-off Date | of Cut-off Date | |||||||||
Not Calculated(1) | 338 | $ | 15,519,962.83 | 6.92 | % | |||||||
5.01% to 10.00% | 2 | 23,620.99 | 0.01 | |||||||||
10.01% to 15.00% | 4 | 86,039.18 | 0.04 | |||||||||
15.01% to 20.00% | 15 | 384,078.69 | 0.17 | |||||||||
20.01% to 25.00% | 8 | 182,174.96 | 0.08 | |||||||||
25.01% to 30.00% | 18 | 596,336.61 | 0.27 | |||||||||
30.01% to 35.00% | 38 | 1,543,521.39 | 0.69 | |||||||||
35.01% to 40.00% | 36 | 1,656,031.71 | 0.74 | |||||||||
40.01% to 45.00% | 32 | 1,351,615.91 | 0.60 | |||||||||
45.01% to 50.00% | 67 | 3,205,989.02 | 1.43 | |||||||||
50.01% to 55.00% | 81 | 4,395,118.39 | 1.96 | |||||||||
55.01% to 60.00% | 112 | 5,586,723.57 | 2.49 | |||||||||
60.01% to 65.00% | 104 | 6,000,002.35 | 2.68 | |||||||||
65.01% to 70.00% | 108 | 6,628,427.56 | 2.96 | |||||||||
70.01% to 75.00% | 170 | 10,645,259.08 | 4.75 | |||||||||
75.01% to 80.00% | 529 | 32,079,648.09 | 14.31 | |||||||||
80.01% to 85.00% | 667 | 31,508,394.38 | 14.05 | |||||||||
85.01% to 90.00% | 1,014 | 61,158,166.24 | 27.28 | |||||||||
90.01% to 95.00% | 644 | 35,750,506.59 | 15.95 | |||||||||
95.01% to 100.00% | 102 | 5,883,977.98 | 2.62 | |||||||||
Total | 4,089 | $ | 224,185,595.52 | 100.00 | % | |||||||
(1) | Loan-to-value ratios are not calculated for chattel-only contracts originated as part of refinance transactions. |
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% of Contract Pool | ||||||||||||
Number of | Aggregate Principal | by Outstanding | ||||||||||
Range of Original Loan-to-Invoice | Contracts as of | Balance Outstanding | Principal Balance as | |||||||||
Ratios | Cut-off Date | as of Cut-off Date | of Cut-off Date | |||||||||
Not Calculated(1) | 1,324 | $ | 111,558,690.51 | 49.76 | % | |||||||
0.00% to 0.00% | 12 | 326,542.51 | 0.15 | |||||||||
0.01% to 25.00% | 4 | 62,068.30 | 0.03 | |||||||||
25.01% to 50.00% | 60 | 1,196,068.93 | 0.53 | |||||||||
50.01% to 75.00% | 253 | 6,441,713.24 | 2.87 | |||||||||
75.01% to 100.00% | 810 | 25,894,197.46 | 11.55 | |||||||||
100.01% to 110.00% | 199 | 6,740,861.73 | 3.01 | |||||||||
110.01% to 120.00% | 217 | 9,185,019.14 | 4.10 | |||||||||
120.01% to 130.00% | 266 | 13,139,218.68 | 5.86 | |||||||||
130.01% to 140.00% | 270 | 13,397,038.13 | 5.98 | |||||||||
140.01% to 150.00% | 245 | 13,135,445.13 | 5.86 | |||||||||
150.01% to 160.00% | 173 | 9,093,769.39 | 4.06 | |||||||||
160.01% to 170.00% | 110 | 5,999,781.09 | 2.68 | |||||||||
170.01% to 180.00% | 61 | 3,467,176.51 | 1.55 | |||||||||
180.01% to 190.00% | 48 | 2,337,465.13 | 1.04 | |||||||||
190.01% to 200.00% | 22 | 1,345,066.83 | 0.60 | |||||||||
200.01% to 210.00% | 11 | 608,525.46 | 0.27 | |||||||||
210.01% to 220.00% | 1 | 38,991.86 | 0.02 | |||||||||
220.01% to 230.00% | 1 | 67,727.25 | 0.03 | |||||||||
230.01% to 231.00% | 1 | 35,395.24 | 0.02 | |||||||||
260.00% to 263.00% | 1 | 114,833.00 | 0.05 | |||||||||
Total | 4,089 | $ | 224,185,595.52 | 100.00 | % | |||||||
(1) | Contracts for which loan-to-invoice ratios are not calculated consist of contracts for which the loan amounts are determined based on appraisals, including land home contracts and contracts originated under the Comparable Appraisal Program. |
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Aggregate Principal | % of Contract Pool by | |||||||||||
Number of | Balance | Outstanding Principal | ||||||||||
Contracts as of | Outstanding as of | Balance as of Cut-off | ||||||||||
Range of Contract Rates | Cut-off Date | Cut-off Date | Date | |||||||||
4.250% to 4.999% | 1 | $ | 33,984.93 | 0.02 | % | |||||||
5.000% to 5.999% | 21 | 1,594,215.27 | 0.71 | |||||||||
6.000% to 6.999% | 72 | 6,439,014.68 | 2.87 | |||||||||
7.000% to 7.999% | 257 | 18,166,522.89 | 8.10 | |||||||||
8.000% to 8.999% | 758 | 50,430,034.29 | 22.49 | |||||||||
9.000% to 9.999% | 1,238 | 74,272,984.92 | 33.13 | |||||||||
10.000% to 10.999% | 947 | 44,876,508.74 | 20.02 | |||||||||
11.000% to 11.999% | 489 | 18,555,403.31 | 8.28 | |||||||||
12.000% to 12.999% | 225 | 7,818,579.33 | 3.49 | |||||||||
13.000% to 13.999% | 64 | 1,677,059.29 | 0.75 | |||||||||
14.000% to 14.999% | 14 | 289,660.47 | 0.13 | |||||||||
15.000% to 15.999% | 2 | 24,351.50 | 0.01 | |||||||||
16.000% to 16.999% | 1 | 7,275.89 | 0.00 | |||||||||
Total | 4,089 | $ | 224,185,595.52 | 100.00 | % | |||||||
Aggregate Principal | % of Contract Pool by | |||||||||||
Number of | Balance | Outstanding Principal | ||||||||||
Range of Original Months to | Contracts as of | Outstanding as of | Balance as of Cut-off | |||||||||
Maturity | Cut-off Date | Cut-off Date | Date | |||||||||
60 to 60 | 6 | $ | 93,031.08 | 0.04 | % | |||||||
61 to 90 | 67 | 1,089,393.51 | 0.49 | |||||||||
91 to 120 | 309 | 7,170,990.68 | 3.20 | |||||||||
121 to 150 | 79 | 2,536,571.83 | 1.13 | |||||||||
151 to 180 | 856 | 29,051,367.82 | 12.96 | |||||||||
181 to 210 | 244 | 18,173,438.71 | 8.11 | |||||||||
211 to 240 | 1,968 | 128,160,776.59 | 57.17 | |||||||||
241 to 270 | 28 | 1,796,304.73 | 0.80 | |||||||||
271 to 300 | 214 | 9,061,879.33 | 4.04 | |||||||||
331 to 360 | 318 | 27,051,841.24 | 12.07 | |||||||||
Total | 4,089 | $ | 224,185,595.52 | 100.00 | % | |||||||
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Aggregate Principal | % of Contract Pool by | |||||||||||
Number of | Balance | Outstanding Principal | ||||||||||
Range of Remaining Months | Contracts as of | Outstanding as of | Balance as of Cut-off | |||||||||
to Maturity | Cut-off Date | Cut-off Date | Date | |||||||||
29 to 30 | 3 | $ | 19,420.85 | 0.01 | % | |||||||
31 to 60 | 22 | 243,348.92 | 0.11 | |||||||||
61 to 90 | 92 | 1,392,575.39 | 0.62 | |||||||||
91 to 120 | 309 | 7,305,279.27 | 3.26 | |||||||||
121 to 150 | 175 | 6,094,610.15 | 2.72 | |||||||||
151 to 180 | 847 | 29,694,957.08 | 13.25 | |||||||||
181 to 210 | 273 | 18,213,466.70 | 8.12 | |||||||||
211 to 240 | 1,995 | 130,653,010.37 | 58.28 | |||||||||
241 to 270 | 28 | 1,374,365.27 | 0.61 | |||||||||
271 to 300 | 93 | 5,162,898.45 | 2.30 | |||||||||
301 to 330 | 28 | 1,942,862.76 | 0.87 | |||||||||
331 to 360 | 224 | 22,088,800.31 | 9.85 | |||||||||
Total | 4,089 | $ | 224,185,595.52 | 100.00 | % | |||||||
% of Contract Pool by | ||||||||||||
Number of | Aggregate Principal | Outstanding Principal | ||||||||||
Contracts as of | Balance Outstanding | Balance as of Cut-off | ||||||||||
Unit Type | Cut-off Date | as of Cut-off Date | Date | |||||||||
Multi-section home | 3,067 | $ | 195,915,926.55 | 87.39 | % | |||||||
Single-section home | 1,022 | 28,269,668.96 | 12.61 | |||||||||
Total | 4,089 | $ | 224,185,595.52 | 100.00 | % | |||||||
% of Contract Pool by | ||||||||||||
Number of | Aggregate Principal | Outstanding Principal | ||||||||||
Contracts as of | Balance Outstanding | Balance as of Cut-off | ||||||||||
Property Type | Cut-off Date | as of Cut-off Date | Date | |||||||||
Other | 117 | $ | 9,043,762.83 | 4.03 | % | |||||||
Community | 2,228 | 136,168,864.08 | 60.74 | |||||||||
Lease | 448 | 19,555,533.55 | 8.72 | |||||||||
Owned Land | 970 | 49,765,094.30 | 22.20 | |||||||||
Park | 303 | 8,739,126.93 | 3.90 | |||||||||
Relative Land | 23 | 913,213.83 | 0.41 | |||||||||
Total | 4,089 | $ | 224,185,595.52 | 100.00 | % | |||||||
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% of Contract Pool by | ||||||||||||
Number of | Aggregate Principal | Outstanding Principal | ||||||||||
Contracts as of | Balance Outstanding | Balance as of Cut-off | ||||||||||
Loan Purpose | Cut-off Date | as of Cut-off Date | Date | |||||||||
Purchase of New Home | 1,889 | $ | 124,815,463.11 | 55.68 | % | |||||||
Purchase of Repossessed Home | 64 | 2,698,874.72 | 1.20 | |||||||||
Purchase of Used Home | 1,798 | 81,151,294.86 | 36.20 | |||||||||
Refinance | 338 | 15,519,962.83 | 6.92 | |||||||||
Total | 4,089 | $ | 224,185,595.52 | 100.00 | % | |||||||
% of Contract Pool by | ||||||||||||
Number of | Aggregate Principal | Outstanding Principal | ||||||||||
Contracts as of | Balance Outstanding | Balance as of Cut-off | ||||||||||
Range of Credit Scores | Cut-off Date | as of Cut-off Date | Date | |||||||||
360 - 450 | 57 | $ | 1,709,236.38 | 0.76 | % | |||||||
451 - 500 | 1 | 31,480.07 | 0.01 | |||||||||
501 - 550 | 32 | 1,140,967.88 | 0.51 | |||||||||
551 - 600 | 102 | 3,866,561.82 | 1.72 | |||||||||
601 - 650 | 428 | 19,638,467.99 | 8.76 | |||||||||
651 - 700 | 1,019 | 55,554,686.34 | 24.78 | |||||||||
701 - 750 | 1,180 | 68,760,925.71 | 30.67 | |||||||||
751 - 800 | 965 | 56,877,228.99 | 25.37 | |||||||||
801 - 850 | 304 | 16,556,509.58 | 7.39 | |||||||||
851 - 863 | 1 | 49,530.76 | 0.02 | |||||||||
Total | 4,089 | $ | 224,185,595.52 | 100.00 | % | |||||||
% of Contract Pool by | ||||||||||||
Number of | Aggregate Principal | Outstanding Principal | ||||||||||
Contracts as of | Balance Outstanding | Balance as of Cut-off | ||||||||||
Delinquency Status | Cut-off Date | as of Cut-off Date | Date | |||||||||
Current | 4,089 | $ | 224,185,596 | 100 | % | |||||||
Total: | 4,089 | $ | 224,185,596 | 100 | % | |||||||
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(other than the Purchased Contracts)
% of Contract Pool by | ||||||||||||
Number of | Aggregate Principal | Outstanding Principal | ||||||||||
30 – 59 days | Contracts as of | Balance Outstanding | Balance as of Cut-off | |||||||||
(# of times delinquent) | Cut-off Date | as of Cut-off Date | Date | |||||||||
0 | 3776 | $ | 209,630,318 | 96.69 | % | |||||||
1 | 66 | 2,338,346 | 1.08 | |||||||||
2 | 34 | 1,030,181 | 0.48 | |||||||||
3 | 33 | 1,146,513 | 0.53 | |||||||||
4 | 16 | 543,561 | 0.25 | |||||||||
5 | 18 | 683,134 | 0.32 | |||||||||
6 | 8 | 203,992 | 0.09 | |||||||||
7 | 13 | 470,347 | 0.22 | |||||||||
8 | 7 | 220,400 | 0.10 | |||||||||
9 | 7 | 232,806 | 0.11 | |||||||||
11 | 5 | 224,922 | 0.10 | |||||||||
12 | 1 | 42,364 | 0.02 | |||||||||
13 | 1 | 7,231 | 0.00 | |||||||||
14 | 1 | 16,864 | 0.01 | |||||||||
16 | 1 | 9,435 | 0.00 | |||||||||
Total: | 3987 | $ | 216,800,415 | 100.00 | % | |||||||
% of Contract Pool by | ||||||||||||
Number of | Aggregate Principal | Outstanding Principal | ||||||||||
60 – 89 days | Contracts as of | Balance Outstanding | Balance as of Cut-off | |||||||||
(# of times delinquent) | Cut-off Date | as of Cut-off Date | Date | |||||||||
0 | 3896 | $ | 213,465,612 | 98.46 | % | |||||||
1 | 50 | 1,906,938 | 0.88 | |||||||||
2 | 26 | 922,835 | 0.43 | |||||||||
3 | 10 | 333,410 | 0.15 | |||||||||
4 | 2 | 65,293 | 0.03 | |||||||||
5 | 2 | 47,588 | 0.02 | |||||||||
7 | 1 | 58,739 | 0.03 | |||||||||
Total: | 3987 | $ | 216,800,415 | 100.00 | % | |||||||
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% of Contract Pool by | ||||||||||||
Number of | Aggregate Principal | Outstanding Principal | ||||||||||
90 days or more | Contracts as of | Balance Outstanding | Balance as of Cut-off | |||||||||
(# of times delinquent) | Cut-off Date | as of Cut-off Date | Date | |||||||||
0 | 3953 | $ | 215,446,006 | 99.38 | % | |||||||
1 | 13 | 496,525 | 0.23 | |||||||||
2 | 6 | 252,568 | 0.12 | |||||||||
3 | 3 | 99,768 | 0.05 | |||||||||
4 | 4 | 172,501 | 0.08 | |||||||||
5 | 1 | 39,236 | 0.02 | |||||||||
6 | 1 | 36,051 | 0.02 | |||||||||
8 | 1 | 15,072 | 0.01 | |||||||||
9 | 2 | 104,094 | 0.05 | |||||||||
11 | 1 | 38,616 | 0.02 | |||||||||
12 | 2 | 99,977 | 0.05 | |||||||||
Total | 3987 | $ | 216,800,415 | 100.00 | % | |||||||
% of Contract Pool by | ||||||||||||
Number of | Aggregate Principal | Outstanding Principal | ||||||||||
30 – 59 days | Contracts as of | Balance Outstanding | Balance as of Cut-off | |||||||||
(# of times delinquent) | Cut-off Date | as of Cut-off Date | Date | |||||||||
0 | 85 | $ | 6,227,164 | 84.32 | % | |||||||
1 | 8 | 686,216 | 9.29 | |||||||||
2 | 4 | 146,840 | 1.99 | |||||||||
3 | 2 | 118,119 | 1.60 | |||||||||
4 | 3 | 206,843 | 2.80 | |||||||||
Total: | 102 | $ | 7,385,181 | 100.00 | % | |||||||
% of Contract Pool by | ||||||||||||
Number of | Aggregate Principal | Outstanding Principal | ||||||||||
60 – 89 days | Contracts as of | Balance Outstanding | Balance as of Cut-off | |||||||||
(# of times delinquent) | Cut-off Date | as of Cut-off Date | Date | |||||||||
0 | 100 | $ | 7,230,046 | 97.90 | % | |||||||
1 | 2 | 155,134 | 2.10 | |||||||||
Total: | 102 | $ | 7,385,181 | 100.00 | % | |||||||
1 | The historical delinquency experience for the acquired contracts covers the period from July 2005 until the Cut-off Date. Historical delinquency experience with respect to the acquired contracts for the period prior to July 2005 is not available to Origen because this information was not collected or maintained by the originator of the acquired contracts. |
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% of Contract Pool by | ||||||||||||
Number of | Aggregate Principal | Outstanding Principal | ||||||||||
90 or more days | Contracts as of | Balance Outstanding | Balance as of Cut-off | |||||||||
(# of times delinquent) | Cut-off Date | as of Cut-off Date | Date | |||||||||
0 | 102 | $ | 7,385,181 | 100.00 | % | |||||||
Total | 102 | $ | 7,385,181 | 100.00 | % | |||||||
• | summary initial pool information | ||
• | delinquency, cumulative loss, and prepayment information as of each Payment Date for those securitizations. |
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Final Stated | ||
Class | Maturity Date | |
Class A-1 | November 15, 2018 | |
Class A-2 | October 15, 2037 |
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Aggregate Principal | Weighted | Weighted Average | Weighted | |||||||||||||
Balance | Average Original | Remaining Term | Average Gross | |||||||||||||
Contract | Outstanding | Term (months) | (months) | Contract Rate | ||||||||||||
A | $ | 14,820.14 | 180 | 136 | 10.00000 | % | ||||||||||
B | 80,024.18 | 240 | 195 | 11.76475 | ||||||||||||
C | 56,377.78 | 300 | 258 | 10.99000 | ||||||||||||
D | 60,542.25 | 149 | 115 | 11.84458 | ||||||||||||
E | 13,397.69 | 240 | 204 | 12.50000 | ||||||||||||
F | 53,371.00 | 300 | 262 | 8.00000 | ||||||||||||
G | 159,954.77 | 165 | 143 | 11.65222 | ||||||||||||
H | 202,433.75 | 240 | 216 | 9.72584 | ||||||||||||
I | 13,027,976.72 | 169 | 158 | 9.73400 | ||||||||||||
J | 32,255,895.31 | 236 | 227 | 9.31608 | ||||||||||||
K | 504,870.97 | 300 | 292 | 8.81351 | ||||||||||||
L | 302,969.75 | 360 | 353 | 8.52877 | ||||||||||||
M | 28,220,483.01 | 160 | 156 | 9.85518 | ||||||||||||
N | 107,948,708.31 | 234 | 231 | 9.50106 | ||||||||||||
O | 1,669,502.89 | 279 | 276 | 8.32479 | ||||||||||||
P | 2,319,805.20 | 360 | 358 | 9.15815 | ||||||||||||
Q | 60,803.07 | 240 | 193 | 7.75000 | ||||||||||||
R | 162,129.86 | 360 | 318 | 8.09152 | ||||||||||||
S | 24,627.28 | 180 | 151 | 7.50000 | ||||||||||||
T | 57,413.24 | 240 | 210 | 6.50000 | ||||||||||||
U | 84,943.05 | 300 | 271 | 6.81369 | ||||||||||||
V | 2,555,523.67 | 360 | 332 | 6.82171 | ||||||||||||
W | 90,303.44 | 180 | 154 | 6.73560 | ||||||||||||
X | 178,765.86 | 240 | 219 | 7.45573 | ||||||||||||
Y | 33,615.21 | 300 | 277 | 7.50000 | ||||||||||||
Z | 3,973,784.74 | 360 | 336 | 6.99611 | ||||||||||||
AA | 97,741.34 | 180 | 170 | 7.57769 | ||||||||||||
BB | 1,043,449.52 | 240 | 233 | 7.48399 | ||||||||||||
CC | 208,535.32 | 300 | 292 | 7.76649 | ||||||||||||
DD | 6,278,197.22 | 360 | 354 | 7.66965 | ||||||||||||
EE | 311,665.51 | 174 | 171 | 9.01985 | ||||||||||||
FF | 768,350.31 | 240 | 237 | 7.84211 | ||||||||||||
GG | 392,316.20 | 300 | 298 | 9.18194 | ||||||||||||
HH | 8,047,858.86 | 360 | 358 | 8.21282 | ||||||||||||
II | 264,219.48 | 360 | 281 | 8.69093 | ||||||||||||
JJ | 2,742,077.20 | 224 | 135 | 11.52419 | ||||||||||||
KK | 6,257,235.83 | 299 | 215 | 10.92077 | ||||||||||||
LL | 3,269,511.82 | 350 | 279 | 10.48831 | ||||||||||||
MM | 391,393.77 | 360 | 314 | 10.19092 | ||||||||||||
$ | 224,185,595.52 | 239 | 229 | 9.40204 | % | |||||||||||
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Notes at the Respective Percentages of the
MHP Listed Below:
Payment Date | 0% | 100% | 150% | 200% | 250% | 300% | ||||||||||||||||||
Initial Percentage | ||||||||||||||||||||||||
August 2007 | ||||||||||||||||||||||||
August 2008 | ||||||||||||||||||||||||
August 2009 | ||||||||||||||||||||||||
August 2010 | ||||||||||||||||||||||||
August 2011 | ||||||||||||||||||||||||
August 2012 | ||||||||||||||||||||||||
August 2013 | ||||||||||||||||||||||||
August 2014 | ||||||||||||||||||||||||
Weighted Average Life to Call (Years) | ||||||||||||||||||||||||
Weighted Average Life to Maturity (Years) |
Notes at the Respective Percentages of the
MHP Listed Below:
Payment Date | 0% | 100% | 150% | 200% | 250% | 300% | ||||||||||||||||||
Initial Percentage | ||||||||||||||||||||||||
August 2007 | ||||||||||||||||||||||||
August 2008 | ||||||||||||||||||||||||
August 2009 | ||||||||||||||||||||||||
August 2010 | ||||||||||||||||||||||||
August 2011 | ||||||||||||||||||||||||
August 2012 | ||||||||||||||||||||||||
August 2013 | ||||||||||||||||||||||||
August 2014 | ||||||||||||||||||||||||
August 2015 | ||||||||||||||||||||||||
August 2016 | ||||||||||||||||||||||||
August 2017 | ||||||||||||||||||||||||
August 2018 | ||||||||||||||||||||||||
August 2019 | ||||||||||||||||||||||||
Weighted Average Life to Call (Years) | ||||||||||||||||||||||||
Weighted Average Life to Maturity (Years) |
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• | meets the representations and warranties in the asset purchase agreement, | ||
• | has a principal balance that is not greater than the principal balance of the contract it is replacing, | ||
• | has a contract rate that is at least equal to the contract rate of the contract it is replacing, | ||
• | has a remaining term to scheduled maturity that is not greater than the remaining term to scheduled maturity of the contract it is replacing, | ||
• | has been consented to by the Note Insurer in its reasonable discretion (subject to any limitations set forth in the final asset purchase agreement), and | ||
• | meets any other requirements that may be specified in the asset purchase agreement. |
(i) | all payments of interest and principal, including all partial principal prepayments applied and all principal prepayments in full and interest thereon, collected by the Servicer with respect to the contracts during the related due period, | ||
(ii) | the repurchase price of each contract which, during the month preceding the Payment Date, the Originator purchased under the asset purchase agreement on account of breaches of the |
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(iii) | all liquidation proceeds with respect to each contract that became a liquidated contract during the related due period, plus | ||
(iv) | amounts paid to the Issuing Entity by the Swap Provider in respect of such Payment Date; |
(i) | amounts payable to the Indenture Trustee to reimburse it for any tax imposed on the trust and paid by the Indenture Trustee during the related due period; | ||
(ii) | the monthly servicing fee for that Payment Date; | ||
(iii) | liquidation expenses incurred by the Servicer in respect of repossessed manufactured homes, and delinquent taxes and insurance premiums advanced by the Servicer in respect of manufactured homes, in each case to the extent they are reimbursable to the Servicer under the Servicing Agreement during the month preceding the Payment Date; | ||
(iv) | reimbursements to the Servicer in respect of Nonrecoverable Advances to the extent permitted under the Servicing Agreement during the month preceding the Payment Date; | ||
(v) | that amount of collections received during the related due period and applied to remedy any deficiency in the Interest Payment Amount due on any Class of notes on the prior Payment Date; and | ||
(vi) | any amounts incorrectly deposited in the Collection Account during the month preceding the Payment Date. |
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(i) | to the Class A-1 Notes, until the principal balance of the Class A-1 Notes has been reduced to zero; and | ||
(ii) | to the Class A-2 Notes (subject to the last paragraph under “—Payments on the Notes” above with regard to payments in $25,000 round lots), until the principal balance of the Class A-2 Notes has been reduced to zero; |
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(1) | interest at the related Note Rate that accrued during the related Interest Accrual Period on, the related note balance, | ||
(2) | any unpaid shortfall in interest owed to the notes pursuant to clause (1) on prior Payment Dates, and | ||
(3) | interest on the amount in clause (2) at the related Note Rate without regard to the Available Funds Rate. |
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• | failure to make a payment due under the Interest Rate Swap Agreement after notice of such failure is received and expiration of a specified grace period, | ||
• | certain insolvency or bankruptcy events, and | ||
• | a merger by the Swap Provider without an assumption of its obligations under the Interest Rate Swap Agreement, |
• | illegality (which generally relates to changes in law causing it to become unlawful for either party to perform its obligations under the Interest Rate Swap Agreement), | ||
• | tax event (which generally relates to either party to the Interest Rate Swap Agreement receiving a payment under the Interest Rate Swap Agreement from which an amount has been deducted or withheld for or on account of taxes or paying an additional amount on account of an indemnifiable |
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tax, as defined in the Interest Rate Swap Agreement, in either case as a result of a change in tax law) and | |||
• | tax event upon merger (which generally relates to either party to the Interest Rate Swap Agreement receiving a payment under the Interest Rate Swap Agreement from which an amount has been deducted or withheld for or on account of an indemnifiable tax or paying an additional amount on account of an indemnifiable tax, in either case as a result of a merger or similar transaction), |
• | failure of the Swap Provider to comply with the Swap Downgrade Provisions, | ||
• | failure of the Swap Provider to comply with the Regulation AB provisions of the Interest Rate Swap Agreement, | ||
• | occurrence of an optional termination of the securitization pursuant to the terms of the Indenture, | ||
• | amendment of the Indenture in a manner that may materially adversely affect the Swap Provider without the prior written consent of the Swap Provider, and | ||
• | liquidation of the Collateral (as defined in the Indenture) following an Event of Default. |
S-80
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S-81
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S-82
Table of Contents
S-83
Table of Contents
S-84
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(Dollars in Millions)
December 31, | December 31, | |||||||||||
2004 | 2005 | June 30, 2006 | ||||||||||
(unaudited) | ||||||||||||
Unearned premiums | $ | 2,783 | $ | 2,966 | $ | 3,052 | ||||||
Long –term debt | 1,074 | 1,042 | 972 | |||||||||
Other liabilities | 2,199 | 1,996 | 1,770 | |||||||||
Total liabilities | 6,056 | 6,004 | 5,794 | |||||||||
Stockholder’s equity | ||||||||||||
Common stock | 82 | 82 | 82 | |||||||||
Additional paid-in capital | 1,233 | 1,453 | 1,467 | |||||||||
Accumulated other comprehensive income | 238 | 137 | 10 | |||||||||
Retained earnings | 4,094 | 4,499 | 4,875 | |||||||||
Total stockholder’s equity | 5,647 | 6,171 | 6,434 | |||||||||
Total liabilities and stockholder’s equity | $ | 11,703 | $ | 12,175 | $ | 12,228 | ||||||
S-85
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S-86
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S-87
Table of Contents
S-88
Table of Contents
S-89
Table of Contents
S-90
Table of Contents
S-91
Table of Contents
Party | Source of | |||||||||||||
Entitled to | General | funds for | ||||||||||||
Receive | Purpose of | payment of | ||||||||||||
Fees and | Fees and | Fees and | fees and | Frequency of | Priority of | |||||||||
Expenses | Expenses | Expenses | expenses | Amount of fee | Payment | Payment | ||||||||
Servicing Fee | Servicer and Subservicer, in the aggregate | As consideration for servicing the contracts and other assets of the Trust. | Collections in respect of the contracts | An aggregate monthly fee paid calculated at 1.25% per annum on the stated principal balance of each contract as of the beginning of the related due period | Monthly | Prior to payments to noteholders | ||||||||
Indenture Trustee Fee | Indenture Trustee | As consideration for acting in the capacity as the Indenture Trustee under the operative documents. | For the first year, the Indenture Trustee fee will be paid up-front from the closing proceeds and for subsequent years, the Indenture Trustee fee will be payable from collections in respect of the contracts | $10,000 initial fee, $15,000 annual fee, Annual Bond Administration fee of 0.01% of aggregate note balance with a $1,000 per month minimum | Initial/Monthly | Prior to payments to noteholders | ||||||||
Owner Trustee Fee | Owner Trustee | As consideration for the Owner Trustee to perform certain administrative responsibilities on behalf of the Issuing Entity | For the first year, the Owner Trustee fee is paid up-front from the closing proceeds and for subsequent years, the Owner Trustee fee shall be payable from collections in respect of the contracts | A per annum amount of $4,000.00 for the first year, $4,000.00 for the second year and $4,000.00 annually thereafter $4,000 upfront | Initial/Monthly | Prior to payments to noteholders |
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Party | Source of | |||||||||||||
Entitled to | General | funds for | ||||||||||||
Receive | Purpose of | payment of | ||||||||||||
Fees and | Fees and | Fees and | fees and | Frequency of | Priority of | |||||||||
Expenses | Expenses | Expenses | expenses | Amount of fee | Payment | Payment | ||||||||
Custodian Fee | Custodian | As consideration for the custodian to maintain custody of the contract files on behalf of the Indenture Trustee | Collections in respect of the contracts | Monthly Safekeeping charges of $0.20 per file File Transfer Fee of $1.00 per file File Releases of $3.00 per file Rush Release (24-hr.) $5.00 per file Trailing Docs of $1.25 per file Reinstatements of $3.00 per file | Monthly | Prior to payments to Noteholders | ||||||||
Note Insurer Premium | Note Insurer | Collections in respect of the contracts | 0.25% per annum on the aggregate note balance immediately preceding each Payment Date | Monthly | Prior to any payments to Noteholders | |||||||||
Net Swap Payments and Swap Termination Agreements | Swap Provider | As consideration for entering into the Swap Agreement | Collections in respect of the Contracts | Varies — See“Swap Agreement” | Monthly | Prior to any payments to Noteholders | ||||||||
Auction Agent | Auction Agent | As consideration for serving as Auction Agent under the Auction Agreement | Collections in respect of the Contracts | $ | 1,500 | Annually | Prior to any payments to Noteholders | |||||||
Broker-Dealer and Calculation Agent | Broker-Dealer and Calculation Agent | As consideration for serving as Broker-Dealer and Calculation Agent for Auctions with respect to the Class A-2 Notes | Collections in respect of the Contracts | 0.25% per annum on the note balance of the Class A-2 note immediately preceding each Payment Date | Monthly | Prior to any payments to Noteholders |
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S-94
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S-95
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S-96
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S-97
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Class | Moody’s | S&P | ||
A-1 | Aaa | AAA | ||
A-2 | Aaa | AAA |
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S-99
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accounts | S-60 | |||
Additional Termination Events | S-80 | |||
All Hold Auction | S-69 | |||
All-or-Nothing Bids | S-70 | |||
amount available | S-54 | |||
Auction | S-71 | |||
Auction Agent | S-38, S-71 | |||
Auction Agent Agreement | S-71 | |||
Auction Agent Fee | S-71 | |||
Auction Dealer Fees | S-69 | |||
Auction Failure Event | S-68 | |||
Auction Period | S-71 | |||
Auction Period Adjustment | S-10, S-71 | |||
Auction Period Conversion | S-71 | |||
Auction Period Conversion Date | S-72 | |||
Auction Procedures | S-72 | |||
Auction Rate | S-72 | |||
Auction Rate Securities | S-72 | |||
Authorized Denomination | S-72 | |||
Authorized Officer | S-72 | |||
Available Auction Rate Securities | S-72 | |||
Available Funds Cap Carry-Forward Amount | S-72 | |||
Available Funds Rate | S-72 | |||
Beneficial Owner | S-60 | |||
Bid | S-72 | |||
Bid Auction Rate | S-72 | |||
Bidder | S-72 | |||
Book-Entry Notes | S-59 | |||
Broker-Dealer | S-72 | |||
Broker-Dealer Agreement | S-73 | |||
Broker-Dealer Fees | S-68 | |||
Chattel Contracts | S-27 | |||
chattel paper | S-60 | |||
class | S-3 | |||
Class A Note Balance | S-73 | |||
Class A Target Balance | S-75 | |||
Class A-1 LIBOR rate | S-16 | |||
Class A-1 LIBOR Rate | S-67 | |||
Class A-1 Notes | S-59 | |||
Class A-2 Notes | S-59 | |||
Code | S-95 | |||
Collection Account | S-63 | |||
Comparable Appraisal Program | S-30 | |||
contract pool | S-5 | |||
contracts | S-4 | |||
Conversion | S-73, S-77 | |||
Conversion Date | S-73, S-77 | |||
Converted Rate | S-73 | |||
cut-off date | S-5 | |||
Cut-off Date | S-39 | |||
Definitive Note | S-60 | |||
depositor | S-4 | |||
Depositor | S-25 | |||
determination date | S-4 | |||
Determination Date | S-63 | |||
Disqualified Persons | S-97 | |||
DOL Regulations | S-97 | |||
DTC | S-59 | |||
Early Termination Date | S-81 | |||
Equity Interest | S-97 | |||
ERISA | S-97 | |||
ERISA plans | S-97 | |||
Event of Default | S-91 | |||
Events of Default | S-80 | |||
existing holders | S-21 | |||
Existing Holders | S-68, 1, 2 | |||
final stated maturity date | S-4 | |||
general intangibles | S-60 | |||
governing instrument | S-27 | |||
Guaranteed Interest Payments | S-83 | |||
Guaranteed Principal Payment Amount | S-83 | |||
Home Only Loans | S-27 | |||
Illegality | S-80 | |||
Indenture | S-90 | |||
indenture trustee | S-4 | |||
Indenture Trustee | S-38 | |||
Initial Auction Agent | S-73 | |||
Initial Auction Agent Agreement | S-73 | |||
Initial Auction Period | S-73 | |||
Insolvency Event | S-89 | |||
Interest Accrual Period | S-73 | |||
Interest Payment Amount | S-73 | |||
Interest Rate Swap Agreement | S-79 | |||
Internal Submission Deadline | S-70 | |||
Invoice Advance Method | S-29 | |||
Issuing Entity | S-27 | |||
JPMorgan | S-38 | |||
Land and Home Contracts | S-27 | |||
Late Payment Rate | S-84 | |||
LIBOR Determination Date | S-73 | |||
Liquidated Contract | S-75 | |||
Loan Sources | S-28 | |||
Long Auction Period | S-10 | |||
manufactured home | S-62 | |||
Maximum Auction Rate | S-74 | |||
NADA | S-30 | |||
Net Contract Rate | S-74 | |||
Net Swap Payment | S-74 | |||
Nonrecoverable Advance | S-87 | |||
Note Balance | S-74 | |||
Note Insurer Default | S-92 | |||
Note Owners | S-59 | |||
Note Rate | S-74 | |||
Noteholder | S-60 | |||
One-Month LIBOR | S-74 | |||
Order | S-74 |
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Origen | S-26 | |||
Origen CMO Residual Holding Company | S-15 | |||
Origen Servicing | S-32 | |||
originator | S-4 | |||
Originator | S-26 | |||
ORS | S-26 | |||
Overcollateralization | S-8 | |||
Overcollateralization Amount | S-77 | |||
Overcollateralization Target Amount | S-75 | |||
Owner Trust Certificate | S-25 | |||
Owner Trustee | S-37 | |||
Parent REIT | S-95 | |||
Participants | S-59 | |||
Parties In Interest | S-97 | |||
Payment Date | S-59 | |||
Payment Default | S-74 | |||
Plans | S-97 | |||
Pool Principal Balance | S-75 | |||
potential holders | S-21 | |||
Potential Holders | S-68, 1 | |||
Preference Amount | S-83 | |||
Price Talk | S-69 | |||
Principal Balance | S-75 | |||
Principal Payment Amount | S-76 | |||
qualified REIT subsidiary | S-15 | |||
rate determination date | S-7 | |||
Rate Determination Date | 3 | |||
real estate investment trust | S-15 | |||
Record Date | S-59 | |||
Reference Banks | S-74 | |||
Relief Act | S-23 | |||
Reserve Interest Rate | S-74 | |||
Sell Order | S-75 | |||
Seller | S-26 | |||
Servicer | S-26 | |||
Servicer Event of Default | S-89 | |||
Servicing Agreement | S-87 | |||
Short Auction Period | S-10 | |||
sponsor | S-3 | |||
Sponsor | S-26 | |||
Submission Deadline | S-70 | |||
Submitted Bid | S-75 | |||
Submitted Hold Order | S-75 | |||
Submitted Hold Orders | S-69 | |||
Submitted Sell Order | S-75 | |||
subservicer | S-4 | |||
Subservicer | S-26 | |||
Substitute Auction Agent | S-75 | |||
Substitute Auction Agent Agreement | S-75 | |||
Sufficient Clearing Bids | S-75 | |||
Swap Downgrade Provisions | S-81 | |||
Swap Event of Default | S-80 | |||
Swap Notional Amount Conversion | S-81 | |||
Swap Provider | S-79 | |||
Swap Provider Trigger Event | S-82 | |||
Swap Termination Event | S-80 | |||
Swap Termination Payment | S-81 | |||
Tax Event | S-80 | |||
Tax Event Upon Merger | S-80 | |||
Tax Favored Plans | S-97 | |||
Termination Events | S-80 | |||
TMP | S-95 | |||
Trigger Event | S-76 | |||
trust | S-3, S-27 | |||
Trust Agreement | S-25, S-27 | |||
Undercollateralized Amount | S-78 | |||
Voting Rights | S-92 |
S-101
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TAX DOCUMENTATION PROCEDURES
I-1
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I-2
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I-3
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I-4
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II-1
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II-2
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II-3
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II-4
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II-5
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II-6
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II-7
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II-8
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II-9
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II-10
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III-1
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III-2
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III-3
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• | will issue either asset-backed notes or asset pass-through certificates backed by contracts and/or mortgage loans in one or more series with one or more classes; and | ||
• | may own contracts and/or mortgage loans, as described on the cover page of the accompanying prospectus supplement. | ||
• | will be secured by the property of your issuing entity and will be paid only from the assets included in your trust estate; | ||
• | will be rated in one of the four highest rating categories by at least one nationally recognized rating organization; | ||
• | may be supported by one or more forms of credit enhancement; and | ||
• | will be issued as part of a designated series that may include one or more classes of notes, bonds or pass-through certificates. |
• | will receive interest and principal payments from collections on the contracts and/or mortgage loans and their trust estate’s other assets, if any; and | ||
• | are entitled to receive payments from collections on contracts and mortgage loans and other assets securing their series of securities, but have no entitlement to payments from contracts, mortgage loans, or other assets securing other series. |
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Prospectus and The Accompanying Prospectus Supplement
• | the timing of interest and principal payments; | ||
• | statistical and other information about the related contracts and mortgage loans and any other primary assets; | ||
• | information about credit enhancement, if any, for each class; | ||
• | the ratings for each class; and | ||
• | the method for selling your securities. |
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Page | ||||
SUMMARY OF PROSPECTUS | 1 | |||
The Sponsor | 1 | |||
The Depositor | 1 | |||
The Seller | 1 | |||
The Servicer | 1 | |||
Issuing Entity | 1 | |||
Securities Offered | 1 | |||
The Assets | 2 | |||
Payments on the Securities | 2 | |||
Credit Enhancement | 2 | |||
Redemption or Repurchase of Securities | 3 | |||
Legal Investment | 3 | |||
ERISA Considerations | 3 | |||
Federal Income Tax Considerations | 3 | |||
Ratings | 3 | |||
RISK FACTORS | 4 | |||
Risks Related to Prepayment and Yield | 4 | |||
Risks Related to the Securities | 5 | |||
Risks Related to Trust Assets | 9 | |||
DESCRIPTION OF THE SECURITIES | 13 | |||
General | 13 | |||
Payments of Interest | 15 | |||
Payments of Principal | 16 | |||
Final Scheduled Payment Date | 16 | |||
Optional Redemption, Purchase or Termination | 16 | |||
Mandatory Termination; Auction Sale | 16 | |||
Defeasance | 17 | |||
Weighted Average Life of the Securities | 17 | |||
Form of Securities | 17 | |||
Book-Entry Procedures | 18 | |||
Allocation of Collections from the Assets | 23 | |||
PREPAYMENT AND YIELD CONSIDERATIONS | 25 | |||
Prepayment Considerations | 25 | |||
Yield Considerations | 26 | |||
THE ISSUING ENTITIES | 27 | |||
General | 27 | |||
The Assets | 28 | |||
Substitution of Contracts or Mortgage Loans | 31 | |||
Pre-Funding | 32 | |||
Payment Account | 33 | |||
Investment of Funds | 33 | |||
Standard Hazard Insurance Policies | 34 | |||
CREDIT ENHANCEMENT | 35 | |||
Excess Interest | 35 | |||
Over-Collateralization | 36 | |||
Cross-Collateralization | 36 | |||
Subordination | 36 | |||
Allocation of Losses | 37 | |||
Insurance | 37 | |||
Reserve Funds | 40 | |||
Letters Of Credit | 40 | |||
Minimum Principal Payment Agreement | 40 | |||
Deposit Agreement | 40 |
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Page | ||||
Hedge Agreements | 40 | |||
UNDERWRITING POLICIES | 41 | |||
Origen’s Contract Underwriting Guidelines | 41 | |||
General Underwriting Standards for Mortgage Loans | 41 | |||
STATIC POOL INFORMATION | 41 | |||
SERVICING OF CONTRACTS AND MORTGAGE LOANS | 42 | |||
Origen Servicing, Inc.’s Collection Procedures | 42 | |||
Deposits To And Withdrawals From The Collection Account | 42 | |||
Servicing Advances | 44 | |||
Delinquency Advances; No Delinquency Advances Unless Otherwise Provided In A Prospectus Supplement | 44 | |||
Maintenance Of Hazard Insurance Policies | 44 | |||
Realization Upon Defaulted Assets | 45 | |||
Enforcement Of Due-On-Sale Clauses | 45 | |||
Servicing Compensation | 45 | |||
Evidence As To Compliance | 46 | |||
Matters Regarding The Servicer | 46 | |||
THE AGREEMENTS | 47 | |||
Sale and Assignment Of Primary Assets | 47 | |||
Reports To Securityholders | 49 | |||
Events Of Default; Rights Upon Event Of Default | 49 | |||
The Trustee | 51 | |||
Duties Of The Trustee | 51 | |||
Resignation Of Trustee | 52 | |||
Amendment Of Agreement | 52 | |||
Voting Rights | 52 | |||
List Of Holders | 52 | |||
REMIC Administrator | 52 | |||
Termination | 52 | |||
CERTAIN LEGAL ASPECTS OF CONTRACTS AND MORTGAGE LOANS | 53 | |||
The Contracts | 53 | |||
The Mortgage Loans | 58 | |||
Consumer Protection Laws with respect to Assets | 61 | |||
Anti-Deficiency Legislation and Other Limitations on Lenders | 61 | |||
Servicemembers Civil Relief Act and Similar State-Enacted Legislation | 62 | |||
Environmental Considerations | 63 | |||
Enforceability of Prepayment and Late Payment Fees | 64 | |||
Equitable Limitations on Remedies | 64 | |||
Secondary Financing; Due-on-Encumbrance Provisions | 64 | |||
Alternative Mortgage Instruments | 65 | |||
Forfeitures in Drug and RICO Proceedings | 65 | |||
Certain Legal Aspects of the Financial Assets | 65 | |||
USE OF PROCEEDS | 66 | |||
THE COMPANY | 66 | |||
FEDERAL INCOME TAX CONSIDERATIONS | 66 | |||
General | 67 | |||
Debt Securities and Partnership Trusts | 67 | |||
Taxation of Debt Securityholders | 68 | |||
Taxation of Owners of Partnership Securities | 68 | |||
REMIC Certificates | 72 | |||
Grantor Trusts | 97 | |||
STATE TAX CONSIDERATIONS | 104 | |||
ERISA CONSIDERATIONS | 104 | |||
General | 104 | |||
Plan Assets | 104 | |||
Possible Exemptive Relief | 105 |
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Page | ||||
Underwriters’ Exemption | 105 | |||
Consultation with Counsel | 109 | |||
Certain Required Representations | 110 | |||
RATINGS | 110 | |||
AVAILABLE INFORMATION | 111 | |||
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE | 111 | |||
PLAN OF DISTRIBUTION | 112 | |||
LEGAL INVESTMENT CONSIDERATIONS | 112 | |||
REPORTS TO SECURITYHOLDERS | 113 | |||
LEGAL MATTERS |
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• | fixed-rate or adjustable-rate securities, | ||
• | compound-interest or accrual securities, | ||
• | planned-amortization-class securities, | ||
• | targeted-amortization securities, | ||
• | non-accelerating securities, |
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• | zero-coupon securities, | ||
• | principal-only securities, | ||
• | interest-only securities, | ||
• | prepayment-only securities, | ||
• | participating securities, | ||
• | senior securities, or | ||
• | subordinated securities. |
• | whether payments will be made monthly, quarterly, semi-annually or at other intervals and dates, | ||
• | the amount allocable to payments of principal and interest on any payment date, and | ||
• | whether payments will be made on a pro rata, random lot or other basis. |
• | the use of excess interest to cover losses and to create over-collateralization, | ||
• | the subordination of payments on the more subordinated classes to the payments on more senior classes, | ||
• | the allocation of losses on the underlying assets to the more subordinated classes, |
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• | the use of cross collateralization from one group of assets to cover shortfalls on other groups of assets, | ||
• | the use of cross support, reserve funds, mortgage insurance policies, financial guarantee insurance policies, FHA insurance and/or VA guarantees, letters of credit, or credit enhancement of other types described under “Credit Enhancement” herein, and | ||
• | interest rate swap agreements, cap agreements or other derivative contracts to hedge against interest rate risk, currency risk and/or realized losses. | ||
• | debt issued by the issuing entity, | ||
• | interests in an issuing entity treated as a grantor trust, | ||
• | “regular interests” or the “residual interest” in an issuing entity treated as one or more “real estate mortgage investment conduits” (“REMIC”), or | ||
• | interests in an issuing entity which is treated as a partnership. |
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• | the extent of prepayments on the underlying assets in your issuing entity, | ||
• | how payments of principal are allocated among the classes of securities of a series, as specified in the related prospectus supplement, | ||
• | if any party has an option to terminate your issuing entity or redeem the securities early, the effect of the exercise of the option, | ||
• | the rate and timing of payment defaults and losses on the assets in your issuing entity, | ||
• | the extent to which amounts in any pre-funding account have not been used to purchase additional assets for your issuing entity, and | ||
• | repurchases of assets in your issuing entity as a result of material breaches of representations and warranties made by the depositor, the servicer or the seller. |
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• | generally, will not be subject to offset by losses from other activities, | ||
• | for a tax-exempt holder, will be treated as unrelated business taxable income, and | ||
• | for a foreign holder, will not qualify for exemption from withholding tax. |
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• | any decrease in the adequacy of the value of the underlying trust assets or any related credit enhancement, or | ||
• | any adverse change in the financial or other condition of any credit enhancement provider. |
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• | require certain disclosures to prospective obligors regarding the terms of the loans; | ||
• | prohibit discrimination on the basis of age, race, color, sex, religion, marital status, national origin, receipt of public assistance or the exercise of any right under the consumer credit protection act, in the extension of credit; | ||
• | regulate the use and reporting of information related to the obligor’s credit experience; and | ||
• | require additional application disclosures, limit changes that may be made to the loan documents without the obligor’s consent and restrict a lender’s ability to declare a default or to suspend or reduce an obligor’s credit limit to certain enumerated events. |
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• | assets as from time to time are identified as deposited in any account held for the benefit of the securityholders, including the “collection account,” which is an account maintained by the servicer, into which the servicer must deposit collections in respect of the related assets, and the “payment account,” which is the account maintained by the trustee from which payments are made on the securities; | ||
• | manufactured housing installment sales contracts and installment loan agreements (referred to herein as “contracts”) and mortgage loans, including all rights to receive payments due on and after the related “cut-off date,” which is the date specified in the prospectus supplement as the date after which scheduled principal and interest payments on these assets, to the extent applicable, and on and after which unscheduled collections of principal on the related contracts and mortgage loans, will be included in the trust estate, and, if so specified in the prospectus supplement, certain contracts originated to a purchaser of a manufactured home that secured a contract included in the trust estate and that was repossessed or foreclosed due to a default on that contract; | ||
• | with respect to the assets: |
• | the standard hazard insurance policies maintained with respect to the underlying manufactured homes and mortgaged properties, | ||
• | the related pool insurance policy, if any, | ||
• | the related special hazard insurance policy, if any, | ||
• | the related obligor bankruptcy insurance, if any, | ||
• | any primary mortgage insurance policies, FHA insurance and VA guarantees, | ||
• | the buy-down fund, if any, and |
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• | the “GPM fund,” if any, which is a custodial eligible account established by the servicer for any GPM asset, to be funded with an amount which, together with projected reinvestment earnings at a rate specified in the prospectus supplement, will provide funds sufficient to support the payments required on such GPM asset on a level debt service basis (a “GPM asset” means a graduated payment asset the terms of which provide for payments during the initial years of its term that are less than the actual amount of principal and interest that would be payable on a level debt service basis), if any; |
• | any reserve fund established and funded to make payments on the securities to the extent funds are not otherwise available, if any; | ||
• | any letter of credit, FHA insurance and/or VA guarantee, insurance policy, letter of credit or other form of credit enhancement of a type described herein under “Credit Enhancement,” securing payment of all or part of the related series of securities; | ||
• | a pre-funding account, if any; and | ||
• | proceeds of any of the foregoing, as specified in the prospectus supplement. |
• | one or more classes of senior securities entitled to preferential rights to payments of principal and interest; | ||
• | one or more classes of subordinated securities; | ||
• | one or more “strip classes” of securities, which are secured only by, or represent an interest only in, a specified portion of interest payments on the assets in the related trust estate and that may have no principal balance, a nominal principal balance, or a fictional principal balance that may be assigned to a security or class that is used solely for purposes of determining the amount of interest payments to which it is entitled from time to time, and certain other rights; | ||
• | one or more “principal-only” classes of securities representing an interest only in specified payments of principal on the assets; | ||
• | one or more classes of securities upon which interest will accrue but will not be distributed until other classes of securities of the same series have received their final distributions (“compound interest classes” and “capital appreciation classes” and, collectively, “accretion classes”); and | ||
• | one or more “PAC classes” of securities entitled to fixed principal payments under identified conditions and “companion classes” thereto. |
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• | Origen Residential advises the trustee in writing that DTC is no longer willing or able to discharge properly its responsibilities as depository with respect to the book-entry securities and Origen Residential is unable to locate a qualified successor within 30 days or | ||
• | Origen Residential, at its option, elects to terminate the book-entry system maintained through DTC. |
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• | the amount of any loss realized by a trust estate in respect of any related liquidated asset, which may be a special hazard loss or a fraud loss, which shall generally equal the unpaid principal balance of the liquidated asset, plus accrued and unpaid interest on such liquidated asset, plus amounts reimbursable to the servicer for previously unreimbursed advances with respect to that asset, minus net liquidation proceeds in respect of the liquidated asset, minus the principal balance of any contract originated to the purchaser of the related repossessed manufactured home or foreclosed mortgaged property, to the extent such new contract is added to the trust estate; | ||
• | the amount of any principal cramdown in connection with any asset that was the subject of a principal cramdown in bankruptcy during the calendar month immediately preceding the month in which the related payment date occurs (a “prepayment period”). The amount of any “principal cramdown” is the amount by which the unpaid principal balance of the asset exceeds, as applicable, depending upon the type of principal cramdown that was applied to the asset, either the portion of the unpaid principal balance that remains secured by the manufactured home or mortgaged property after taking the principal cramdown into account or the unpaid principal balance after taking into account the permanent forgiveness of debt ordered by the bankruptcy court in connection with the principal cramdown; or |
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• | the amount of any other loss realized by a trust estate in respect of any asset, which has been allocated to the asset in accordance with its terms as described in the related prospectus supplement. |
• | the average life of the related securities and each class thereof issued by the related issuing entity; | ||
• | the timing of the final payment for each class, and whether the final payment occurs prior to its final scheduled payment date; and | ||
• | the effective yield on each class of securities. |
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• | assets as from time to time are identified as deposited in accounts held for the benefit of the securityholders, including the collection account and the payment account; | ||
• | any manufactured home or real property — which is a parcel of real estate securing a land-and-home contract — which initially secured a related contract and which is acquired by repossession, foreclosure or otherwise; |
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• | any property which initially secured a related mortgage loan and which is acquired by foreclosure or deed in lieu of foreclosure or otherwise; | ||
• | any related reserve fund; | ||
• | any related pre-funding account; and | ||
• | any insurance policies, FHA insurance and/or VA guarantees, letters of credit, hedge agreements and any other credit enhancement of a type described under “Credit Enhancement”herein, maintained with respect to the related securities, the related contracts, the related mortgage loans or all or any part of the trust estate, which is required to be maintained pursuant to the related indenture or sale and servicing agreement, in the case of securities issued as bonds or notes, or the related pooling and servicing agreement, in the case of securities issued as pass-through certificates. | ||
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• | “level payment assets,” which may provide for the payment of interest and full repayment of principal in level monthly payments with a fixed rate of interest computed on their declining principal balances; | ||
• | “step-up rate assets,” which provide for asset rates that increase over time; | ||
• | “adjustable rate assets,” which may provide for periodic adjustments to their rates of interest to equal the sum, which may be rounded, of a fixed margin and LIBOR or some other interest rate index; | ||
• | “staged funded assets,” which are assets that have not been fully funded, and for which the unfunded amount of the original principal balance is scheduled to be funded at interim periods during the acquisition of the related real estate and/or manufactured home and the conversion of the interim funding to a permanent loan; | ||
• | “buy-down assets,” which are assets for which funds have been provided by someone other than the related obligors to reduce the obligors’ monthly payments during a period after origination of the assets; | ||
• | “increasing payment assets,” which provide for monthly payments to increase over the life of the loan, resulting in a shorter term; | ||
• | “interest reduction assets,” which provide for the one-time or periodic reduction of the interest rate payable thereon; | ||
• | “GEM assets,” which provide for |
• | monthly payments during the first year after origination that are at least sufficient to pay interest due thereon, and | ||
• | an increase in monthly payments in subsequent years at a predetermined rate resulting in full repayment over a shorter term than the initial amortization terms of the assets; |
• | “GPM assets,” which allow for payments during a portion of their terms which are or may be less than the amount of interest due on their unpaid principal balances, and which unpaid interest will be added to the principal balances of the assets and will be paid, together with interest, in later years; | ||
• | “balloon payment assets,” which include assets on which only interest is payable until maturity, as well as assets that provide for the full amortization of principal over an amortization period, but require all remaining principal to be paid at the end of a shorter period; | ||
• | “convertible assets,” which are adjustable rate assets that have provisions pursuant to which the related obligors generally may exercise an option to convert the adjustable asset rate to a fixed asset rate; and | ||
• | “bi-weekly assets,” which provide for obligor payments to be made on a bi-weekly basis. |
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• | the range of dates of origination of the assets; | ||
• | the range of asset rates on the contracts and mortgage loans and the weighted average asset rate as of the cut-off date, and in the case of adjustable rate assets, the range of initial adjustable rates, the interest rate index, if any, used to determine the adjustable rate and the range of maximum permitted adjustable rates, if any, and the range of then-current adjustable mortgage rates; | ||
• | (a) the range of contract loan-to-value ratios and loan-to-invoice ratios, each as defined in the related prospectus supplement; and (b) the range of mortgage loan-to-value ratios, which is the ratio, expressed as a percentage, of the principal amount of a mortgage loan at the time of determination, to either (x) the sum of the appraised value of the land and improvements, and the amount of any prepaid finance charges or closing costs that are financed, or (y) the sum of the purchase price of the home, including taxes, insurance and any land improvements, the appraised value of the land and the amount of any prepaid finance charges or closing costs that are financed; | ||
• | the minimum and maximum outstanding principal balances of the assets as of the cut-off date and the weighted average outstanding principal balance of the assets as of the cut-off date; | ||
• | the range of original terms to maturity of the assets, the range of remaining terms to maturity of the assets and the last maturity date of the assets; | ||
• | the geographic distribution of the underlying manufactured homes and mortgaged properties; and | ||
• | the range of original principal balances of the assets. |
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• | have an unpaid principal balance not greater than the unpaid principal balance of the replaced asset; | ||
• | have an asset rate at least equal to the asset rate of the replaced asset; | ||
• | have a remaining term to maturity not greater than that of the replaced asset; | ||
• | comply with each representation and warranty relating to the replaced asset; and | ||
• | is a land-and-home contract if the replaced asset is a land-and-home contract, is a mortgage loan if the replaced asset is a mortgage loan, and is otherwise secured by a manufactured home or mortgaged property that is similar in type and value to the collateral securing the replaced asset. |
• | have a minimum lifetime asset rate that is not less than the minimum lifetime asset rate on the replaced adjustable rate asset; | ||
• | have a maximum lifetime asset rate that is not less than the maximum lifetime asset rate on the replaced adjustable rate asset; | ||
• | provide for a lowest possible net rate that is not lower than the lowest possible net rate for the replaced adjustable rate asset and a highest possible net rate that is not lower than the highest possible net rate for the replaced adjustable rate asset; | ||
• | have a gross margin not less than the gross margin of the replaced adjustable rate asset; | ||
• | have a periodic rate cap equal to the periodic rate cap on the replaced adjustable rate asset; | ||
• | have a next interest adjustment date that is the same as the next interest adjustment date for the replaced adjustable rate asset or occurs not more than two months prior to the next interest adjustment date for the replaced adjustable rate asset; and | ||
• | not have an interest rate that is convertible from an adjustable rate to a fixed rate unless the asset rate on the replaced adjustable rate asset is so convertible. |
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• | the pre-funding period will not exceed one year from the related closing date; | ||
• | the additional assets to be acquired during the pre-funding period will satisfy the same underwriting standards, representations and warranties as the contracts or mortgage loans included in the related trust estate on the closing date, although additional criteria may also be required to be satisfied, as described in the related prospectus supplement; | ||
• | the pre-funded amount will not exceed 50% of the proceeds of the offering; and | ||
• | the pre-funded amount shall be invested in eligible investments. |
• | obligations of the United States or any agency thereof provided these obligations are backed by the full faith and credit of the United States; | ||
• | within limitation, securities bearing interest or sold at a discount issued by any corporation, which securities are rated in the rating category required to support the then applicable ratings assigned to that series; |
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• | commercial paper which is then rated in the commercial paper rating category required to support the then applicable ratings assigned to that series; | ||
• | demand and time deposits, certificates of deposit, bankers’ acceptances and federal funds sold by any depository institution or trust company incorporated under the laws of the United States or of any state thereof, provided that either the senior debt obligations or commercial paper of a depository institution or trust company — or provided that either the senior debt obligations or commercial paper of the parent company of such depository institution or trust company — are then rated in the security rating category required to support the then applicable ratings assigned to that series; | ||
• | demand and time deposits and certificates of deposit issued by any bank or trust company or savings and loan association and fully insured by the FDIC; | ||
• | guaranteed reinvestment agreements issued by any insurance company, corporation or other entity acceptable to each rating agency rating that series at the time of issuance of the series; | ||
• | repurchase agreements relating to United States government securities; and | ||
• | money market mutual funds investing primarily in the obligations of the United States;providedthat these mutual funds are rated in a rating category sufficient to support the initial ratings assigned to that series. |
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• | allocating specified excess amounts generated by one or more asset groups to one or more other asset groups in the same issuing entity, or | ||
• | allocating losses with respect to one or more asset groups to one or more other asset groups in the same issuing entity. |
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• | the unpaid principal amount of the contract at the date of default and uncollected interest earned to the date of default computed at the applicable contract interest rate, after deducting the best price obtainable for the collateral, based in part on a HUD-approved appraisal, and all amounts retained or collected by the lender from other sources with respect to the contract; | ||
• | accrued and unpaid interest on the unpaid amount of the contract from the date of default to the date of submission of the claim plus 15 calendar days, but in no event more than nine months, computed at a rate of 7.00% per annum; | ||
• | costs paid to a dealer or other third party to repossess or preserve the related manufactured home; | ||
• | the amount of any sales commission paid to a dealer or other third party for the resale of the property; | ||
• | with respect to any “land-and-home contract” — which is a contract secured at origination by a mortgage or deed of trust on a parcel of real estate in addition to a manufactured home — property taxes, special assessments and other similar charges and hazard insurance premiums, prorated to the date of disposition of the property; | ||
• | uncollected court costs; | ||
• | legal fees, not to exceed $1,000; and | ||
• | expenses for recording the assignment of the lien on the collateral to the United States, in each case in light of applicable caps as set by regulations governing the FHA from time to time. |
• | the lesser of $20,000 and 40% of the principal amount of the contract; and | ||
• | the maximum amount of guaranty entitlement available to the obligor veteran, which may range from $20,000 to zero. |
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• | the assets on the related cut-off date, or | ||
• | one or more classes of securities. |
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• | payment delinquencies of the assets; | ||
• | cumulative losses with respect to the assets; and | ||
• | prepayments of the assets. |
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• | payments on account of principal, including prepayments, on the primary assets; | ||
• | payments on account of interest on the primary assets after deducting, if permitted by the servicing agreement, the servicing fee; | ||
• | amounts received by the servicer in connection with the liquidation of primary assets or property acquired in respect thereof, whether through foreclosure sale, repossession or otherwise, including payments in connection with the primary assets received from the obligor, other than liquidation proceeds, which are amounts required to be paid or refunded to the obligor under the terms of the applicable loan documents or otherwise under law, exclusive of, if permitted by the servicing agreement, the servicing fee; | ||
• | proceeds under any title insurance, hazard insurance or other insurance policy covering any primary asset, other than proceeds to be applied to the restoration or repair of the mortgaged property or manufactured home or released to the obligor; | ||
• | amounts from any reserve fund; | ||
• | advances made by the servicer; and | ||
• | repurchase prices of any primary assets repurchased by the depositor, the servicer or the seller as a result of material breaches of representations and warranties made by the depositor, the servicer or the seller. | ||
• | to reimburse itself for advances made by it; the servicer’s right to reimburse itself may be limited to amounts received from particular assets, including, for this purpose, liquidation proceeds and amounts representing proceeds of insurance policies covering the manufactured home or mortgaged property, which represent late recoveries of scheduled payments respecting which any advance was made; | ||
• | to the extent provided in the servicing agreement, to reimburse itself for any advances that the servicer determines in good faith it will be unable to recover from late recoveries or proceeds from the particular related asset; | ||
• | to reimburse itself from liquidation proceeds for liquidation expenses and for amounts expended by it in good faith in connection with the restoration of a damaged manufactured home or mortgaged property and, in the event deposited in the collection account and not previously withheld, and to the extent that liquidation proceeds after reimbursement exceed the outstanding principal balance of the asset, together with accrued and unpaid interest thereon to the due date for the asset next succeeding the date of its receipt of liquidation proceeds, to pay to itself out of the excess the amount of any unpaid servicing fee and any assumption fees, late payment charges, or other charges on the asset; | ||
• | in the event it has elected not to pay itself the servicing fee out of the interest component of any scheduled payment, late payment or other recovery with respect to a particular asset prior to the |
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deposit of the scheduled payment, late payment or recovery into the collection account, to pay to itself the servicing fee, as adjusted under the servicing agreement, from any scheduled payment, late payment or other recovery, to the extent permitted by the servicing agreement; | |||
• | to reimburse itself for expenses incurred by and recoverable by or reimbursable to it; to pay to the applicable person with respect to each “REO property,” defined as a primary asset or mortgaged property acquired through or in lieu of foreclosure acquired in respect thereof that has been repurchased or removed from the trust estate by the depositor, the servicer or the seller, all amounts received thereon and not distributed as of the date on which the repurchase price was determined; | ||
• | to make payments to the trustee for deposit into the payment account, if any, or for remittance to the holders in the amounts and in the manner provided for in the servicing agreement; and | ||
• | to clear and terminate the collection account. |
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• | services similar assets in the ordinary course of its business, | ||
• | is reasonably satisfactory to the trustee, | ||
• | has a net worth of not less than a minimum amount, | ||
• | would not cause the securities to be qualified, downgraded or withdrawn, and | ||
• | executes and delivers to the trustee an agreement under which it assumes the obligations to act as servicer. |
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• | the amount of principal paid to the securityholders and the outstanding principal balance of the securities following the payment, | ||
• | the amount of interest paid to the securityholders and the current interest on the securities, | ||
• | the amounts of (a) any overdue accrued interest included in the payment, (b) any remaining overdue accrued interest with respect to the securities or (c) any current shortfall in amounts to be paid as accrued interest to securityholders, | ||
• | the amounts of (a) any overdue payments of scheduled principal included in the distribution, (b) any remaining overdue principal amounts with respect to the securities, (c) any current shortfall in receipt of scheduled principal payments on the primary assets or (d) any realized losses or liquidation proceeds to be allocated as reductions in the outstanding principal balances of the securities, | ||
• | the amount received from credit enhancement, and the remaining amount available under any credit enhancement, and | ||
• | information with respect to payment delinquencies on the primary assets. |
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• | any failure by the servicer to deposit any required amounts in the collection account, which failure continues unremedied for a specified period after the giving of written notice of the failure to the servicer, | ||
• | any failure by the servicer duly to observe or perform in any material respect any other of its covenants or agreements in the applicable servicing agreement which continues unremedied for the number of days specified in the prospectus supplement after the giving of written notice of the failure to the servicer by the trustee, or to the servicer and the trustee by the holders of the series evidencing not less than a specified percentage of the aggregate voting rights of the securities for that series, and | ||
• | events of insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings and actions by the servicer indicating its insolvency, reorganization or inability to pay its obligations. |
• | a default in the payment of any principal or interest on any bond or note, which continues for a specified period of time; |
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• | failure to perform any other covenant of the issuing entity in the indenture which continues for a specified period of time after notice is given; | ||
• | any representation or warranty made by the issuing entity in the indenture having been incorrect in a material respect as of the time made, and the breach is not cured within a specified period of time after notice is given; or | ||
• | events of bankruptcy, insolvency, receivership or liquidation of the issuing entity. |
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• | the granting of a leasehold interest which has a term of three years or less and which does not contain an option to purchase; | ||
• | a transfer to a family relative resulting from the death of a mortgagor, or a transfer where the spouse or child(ren) becomes an owner of the property in each case where the transferee(s) will occupy the property; | ||
• | a transfer resulting from a decree of dissolution of marriage, legal separation agreement or from an incidental property settlement agreement by which the spouse of the mortgagor becomes an owner of the property; | ||
• | the creation of a lien or other encumbrance subordinate to the lender’s security instrument which does not relate to a transfer of rights of occupancy in the property, provided that the lien or encumbrance is not created pursuant to a contract for deed; | ||
• | a transfer by devise, descent or operation of law on the death of a joint tenant or tenant by the entirety; and | ||
• | other transfers as set forth in the Garn-St Germain Act and the regulations thereunder. |
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• | are entitled to have interest rates reduced and capped at 6% per annum on obligations — including mortgage loans — incurredpriorto the commencement of military service for the duration of military service, | ||
• | may be entitled to a stay of proceedings on any kind of foreclosure or repossession action in the case of defaults on these obligations entered into prior to military service, and | ||
• | may have the maturity of these obligations incurred prior to military service extended, the payments lowered and the payment schedule readjusted for a period of time after the completion of military service. |
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• | Grantor Trust Securities evidencing ownership interests only in the interest payments on the trust assets, net of certain fees, (“IO Securities”), | ||
• | Grantor Trust Securities evidencing ownership interests in the principal, but not the interest, payments on the trust assets (“PO Securities”), | ||
• | Grantor Trust Securities evidencing ownership interests in differing percentages of both the interest payments and the principal payments on the trust assets (“Ratio Securities”), and | ||
• | Grantor Trust Securities evidencing ownership in equal percentages of the principal and interest payments on the trust assets (“Pass-Through Securities”). |
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• | a single constant yield to maturity, and | ||
• | the Pricing Prepayment Assumptions. |
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• | the number of complete years to maturity is measured from the date the stripped bond or stripped coupon is purchased, | ||
• | an aggregation approach similar to the Aggregation Rule may be applied, and | ||
• | unstripped coupons may be treated as stated interest with respect to the related bonds and, therefore, may be excluded from stated redemption price at maturity in appropriate circumstances. |
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• | in the case of an IO Security, each interest payment due on the trust assets to be treated as a separate debt instrument, | ||
• | in the case of a Ratio Security entitled to a disproportionately high share of principal, each excess principal amount —i.e., the portion of each principal payment on such assets that exceeds the amount to which the Ratio Securityholder would have been entitled if he had held an undivided interest in the trust assets — to be treated as a separate debt instrument, and | ||
• | in the case of a Ratio Security entitled to a disproportionately high share of interest, each excess interest amount to be treated as a separate debt instrument. |
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• | the stated maturity should be used to calculate yield on the Grantor Trust Securities, | ||
• | the Contingent Payment Regulations should not apply to the IO Securities, or | ||
• | the Contingent Payment Regulations should apply to the Ordinary Ratio Securities. |
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• | such interest is not effectively connected with a trade or business in the United States of the securityholder, | ||
• | the trustee or other person who would otherwise be required to withhold tax is provided with foreign person certification, | ||
• | the foreign person is not a 10% shareholder within the meaning of Code Section 871(h)(3)(B) or a controlled foreign corporation as described under Code Section 881(c)(3)(C), and | ||
• | the foreign person is not a bank receiving interest on a loan made during the ordinary course of business. |
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• | Prohibited Transaction Class Exemption (“PTCE”) 95-60, regarding investments by insurance company general accounts; | ||
• | PTCE 96-23, regarding investment decisions by in-house asset managers; | ||
• | PTCE 91-38, regarding investments by bank collective investment funds; | ||
• | PTCE 90-1, regarding investments by insurance company pooled separate accounts; | ||
• | PTCE 84-14, regarding investment decisions made by a qualified plan asset manager; | ||
• | PTCE 83-1, regarding acquisitions by Plans of interests in mortgage pools; and | ||
• | various underwriter exemptions. |
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• | The acquisition of certificates by a Plan must be on terms (including the price for the certificates) that are at least as favorable to the Plan as they would be in an arm’s-length transaction with an unrelated party; | ||
• | If the investment pool contains only fully secured mortgage loans or obligations, the Exemption will apply to securities evidencing rights and interests which are subordinated to the rights and interests evidenced by the other certificates of the trust fund; | ||
• | The certificates at the time of acquisition by the Plan must generally be rated in one of the four highest generic rating categories (three is the transaction is not a “designated transaction”) by Standard & Poor’s Rating Services, a division of The McGraw-Hill Companies, Inc. (“S&P”), Moody’s Investors Service, Inc. (“Moody’s”) or Fitch Ratings (“Fitch”) (each, a “Rating Agency”); | ||
• | One-to-four family residential and home equity loans may have loan-to-value ratios in excess of 100% (but not in excess of 125%), provided the certificates are not subordinated and are rated in one of the two highest generic rating categories by a Rating Agency; | ||
• | The trustee may not be an affiliate of any other member of the Restricted Group, as defined below, other than any underwriter; | ||
• | The sum of all payments made to and retained by the underwriter(s) must represent not more than reasonable compensation for underwriting the certificates; the sum of all payments made to and retained by the depositor pursuant to the assignment of the assets to the issuer must represent not more than the fair market value of those obligations; and the sum of all payments made to and retained by the master servicer and any other servicer must represent not more than reasonable compensation for that person’s services under the related agreement and reimbursement of that person’s reasonable expenses in connection therewith; | ||
• | The Plan investing in the certificates must be an accredited investor as defined in Rule 501(a)(1) of Regulation D of the Commission under the Securities Act of 1933, as amended; | ||
• | For certain types of issuers, the documents establishing the issuer and governing the transaction must contain provisions intended to protect the assets of the issuer from creditors of the seller. |
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• | The ratio of the amount allocated to the pre-funding account to purchase mortgage loans that have not yet been identified to the total principal amount of the certificates being offered (the “Pre-Funding Limit”) must not exceed 50%. | ||
• | All assets transferred after the closing date (the “Subsequent Assets”) must meet the same terms and conditions for eligibility as the original assets used to create the issuer, which terms and conditions have been approved by at least one rating agency. | ||
• | The transfer of the Subsequent Assets to the issuer during the pre-funding period must not result in the certificates that are to be covered by the Exemption receiving a lower credit rating from a rating agency upon termination of the pre-funding period than the rating that was obtained at the time of the initial issuance of the certificates by the issuer. | ||
• | The weighted average annual percentage interest rate for all of the assets in the issuer at the end of the pre-funding period must not be more than 100 basis points lower than the average interest rate for the assets transferred to the issuer on the closing date. | ||
• | In order to ensure that the characteristics of the Subsequent Assets are substantially similar to the original assets that were transferred to the issuer: (1) the characteristics of the Subsequent Assets must be monitored by an insurer or other credit support provider that is independent of the depositor; or (2) an independent accountant retained by the depositor must provide the depositor with a letter (with copies provided to each rating agency rating the certificates, the underwriter and the trustee) stating whether or not the characteristics of the Subsequent Assets conform to the characteristics described in the related prospectus supplement and/or the related agreement. In preparing this letter, the independent accountant must use the same type of procedures as were applicable to the assets transferred to the issuer as of the closing date. | ||
• | The pre-funding period must end no later than one year after the closing date (or earlier if the pre-funding account falls below the minimum level specified in the related agreement or an event of default occurs). | ||
• | Amounts transferred to the pre-funding account and/or the capitalized interest account used in connection with the pre-funding may be invested only in certain permitted investments. | ||
• | The prospectus or prospectus supplement must describe: (1) the pre-funding account and/or capitalized interest account used in connection with the prefunding account; (2) the duration of the pre-funding period; (3) the percentage and/or dollar amount of the pre-funding limit for the issuer; and (3) that the amounts remaining in the pre-funding account at the end of the pre-funding period will be remitted to securityholders as repayments of principal. | ||
• | The related agreement must describe the permitted investments for the pre-funding account and/or capitalized interest account and, if not disclosed in the prospectus supplement, the terms and conditions for eligibility of Subsequent Assets. |
• | The Cap Agreement is denominated in U.S. dollars. | ||
• | The trust fund pays or receives, on or immediately prior to the respective payment or distribution date for the class of securities to which the Cap Agreement relates, a fixed rate of interest or a floating rate of interest based on a publicly available index (e.g., LIBOR or the U.S. Federal Reserve’s Cost of Funds Index (COFI)), with the trust fund receiving such |
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payments on at least a quarterly basis and obligated to make separate payments no more frequently than the counterparty, with all simultaneous payments being netted. | |||
• | Payments are based on the applicable notional amount, the day count fractions, the fixed or floating rates permitted above, and the difference between the products thereof, calculated on a one-to-one ratio and not on a multiplier of such difference. | ||
• | The Cap Agreement does not allow any of these three preceding requirements to be unilaterally altered without the consent of the trustee. | ||
• | The Cap Agreement is entered into between the trust and an “eligible counterparty.” An “eligible counterparty” means a bank or other financial institution which has a rating at the date of issuance of the securities, which is in one of the three highest long term credit rating categories or one of the two highest short term credit rating categories, utilized by at least one of the Rating Agencies rating the securities; provided that, if a counterparty is relying on its short term rating to establish eligibility hereunder, such counterparty must either have a long term rating in one of the three highest long term rating categories or not have a long term rating from the applicable Rating Agency. | ||
• | The notional amount that does not exceed either: (i) the principal balance of the class of certificates to which the Cap Agreement relates, or (ii) the portion of the principal balance of such class represented by obligations. |
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• | will not be treated as a prohibited transaction under Sections 406 and 407 of ERISA or Section 4975 of the Code, and | ||
• | either |
• | will not cause any of the assets in the trust—or in the case of a REMIC, the REMIC’s assets—to be regarded as plan assets for purposes of the Plan Asset Regulation, or | ||
• | will not give rise to any fiduciary duty under ERISA on the part of Origen Residential, the trustee, the servicer or the TMP in addition to any obligation undertaken in the agreement. |
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• | the amount of the related payment allocable to principal of the assets of the related trust fund, separately identifying the aggregate amount of any prepayments of principal on the related assets included in that trust fund, and the portion, if any, advanced by the Servicer; | ||
• | the amount of the related payment allocable to interest on the assets of the related trust fund and the portion, if any, advanced by the Servicer; | ||
• | in the case of a series of Securities with a variable Pass-Through Rate or interest rate, the Pass-Through Rate or interest rate applicable to the payment; | ||
• | the amount of coverage remaining under the financial guaranty insurance policy, surety bond, letter of credit, pool insurance policy, special hazard insurance policy, mortgagor bankruptcy bond, or reserve fund as applicable, in each case, after giving effect to any amounts with respect thereto distributed on that payment date; | ||
• | the aggregate unpaid principal balance of the assets of the related trust fund as of a date not earlier than the payment date after giving effect to payments of principal distributed to securityholders on the payment date; | ||
• | the book value of any collateral acquired by the asset pool through foreclosure, repossession or otherwise; and | ||
• | the number and aggregate principal amount of assets 30 to 59 days, 60 to 89 days and 90 days or more delinquent; and |
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Table of Contents
1996 Lender Liability Act | 63 | |||
30% Test | 96 | |||
ABS | 27 | |||
accounting date | 26 | |||
accretion classes | 15 | |||
adjustable rate assets | 29 | |||
Aggregation Rule | 74 | |||
All OID Election | 75 | |||
amount available | 23 | |||
AMT | 73 | |||
Applicable Amount | 73 | |||
Asset Qualification Test | 93 | |||
assets | 2 | |||
backup | 72 | |||
balloon payment assets | 29 | |||
Bankruptcy Code | 56 | |||
beneficial owner | 18 | |||
bi-weekly assets | 29 | |||
buy-down assets | 29 | |||
Cap | 78 | |||
capital appreciation | 15 | |||
CERCLA | 63 | |||
Clearstream | 18 | |||
Code | 62 | |||
collection account | 14 | |||
collection period | 25 | |||
companion classes | 15 | |||
Complementary Securities | 101 | |||
compound interest classes | 15 | |||
Contingent Payment Obligations | 80 | |||
Contingent Payment Regulations | 80 | |||
contracts | 2 | |||
controlling party | 51 | |||
convertible assets | 29 | |||
Crime Control Act | 65 | |||
Current Recognition Election | 81 | |||
cut-off date | 14 | |||
Debt Securities | 67 | |||
Deemed Principal Payments | 74 | |||
delinquency advances | 44 | |||
depository participants | 19 | |||
direct Puerto Rico mortgages | 48 | |||
Disqualified Organization | 87 | |||
DTC | 7 | |||
DTC rules | 19 | |||
eligible investments | 33 | |||
eligible yield supplement agreements | 108 | |||
endorsable Puerto Rico mortgages | 48 | |||
ERISA | 3 | |||
Euroclear | 18 | |||
Euroclear operator | 20 | |||
Euroclear terms and conditions | 21 | |||
excess inclusion income | 86 | |||
Excess Premium | 78 | |||
final scheduled payment date | 16 | |||
financial intermediary | 18 | |||
First Distribution Period | 76 | |||
Fitch | 106 | |||
Floor | 78 | |||
foreign person | 95 | |||
foreign person certification | 95 | |||
Garn-St Germain Act | 60 | |||
GEM assets | 29 | |||
global security | 21 | |||
Governor | 78 | |||
GPM asset | 15 | |||
GPM assets | 29 | |||
GPM fund | 15 | |||
Grantor Trust | 97 | |||
Grantor Trust Securities | 67 | |||
gross margin | 32 | |||
increasing payment assets | 29 | |||
indirect participants | 19 | |||
insignificant participation exception | 105 | |||
interest reduction assets | 29 | |||
Interest Weighted Certificate | 77 | |||
Inverse Floater Certificates | 79 | |||
IO Securities | 98 | |||
IRS | 67 | |||
land-and-home contract | 39 | |||
land-and-home contracts | 55 | |||
level payment assets | 28 | |||
liquidation loss amount | 25 | |||
Mark-to-Market Regulations | 89 | |||
Moody’s | 106 | |||
mortgage loan documents | 32 | |||
mortgage loans | 2 | |||
Multiple Rate VRDI Certificate | 79 | |||
NCUA | 65 | |||
Net Series Rate | 102 | |||
new partnership | 70 | |||
nonrecoverable advance | 44 | |||
Non-VRDI Certificate | 80 | |||
OID Regulations | 74 | |||
old partnership | 70 | |||
Ordinary Ratio Security | 101 | |||
Origen Residential | 13 | |||
OTS | 65 | |||
PAC classes | 15 | |||
parity price | 26 | |||
Participants | 18 | |||
Partnership Securities | 67 | |||
Partnership Trust | 67 | |||
Pass-Through Securities | 98 | |||
Pass-Through Securityholder | 99 | |||
payment account | 14 | |||
payment date | 32 |
Table of Contents
periodic rate cap | 32 | |||
PO Securities | 98 | |||
portfolio interest | 72 | |||
pre-funded amount | 32 | |||
pre-funding account | 32 | |||
pre-funding period | 32 | |||
Pre-Issuance Accrued Interest | 77 | |||
Pre-Issuance Accrued Interest Rule | 77 | |||
prepayment interest shortfall | 25 | |||
prepayment model | 30 | |||
prepayment period | 24 | |||
Pricing Prepayment Assumptions | 74 | |||
principal cramdown | 24 | |||
principal-only | 15 | |||
PTCE | 105 | |||
publicly offered exception | 105 | |||
Qualified Reserve Fund | 93 | |||
Qualifying REIT Interest | 90 | |||
Rate Bubble Certificate | 77 | |||
Rating Agency | 106 | |||
Ratio Securities | 98 | |||
RCRA | 63 | |||
Realized loss | 24 | |||
REITs | 66 | |||
Relief Act shortfall | 24 | |||
REMIC | 3 | |||
REMIC Regulations | 66 | |||
REO property | 43 | |||
repurchase price | 31 | |||
RICO | 65 | |||
RICs | 73 | |||
S&P | 106 | |||
security register | 18 | |||
Series REMIC | 67 | |||
servicing advance | 44 | |||
Single Rate VRDI Certificate | 79 | |||
SMMEA | 112 | |||
staged funded assets | 29 | |||
step-up rate assets | 29 | |||
strip classes | 15 | |||
Strip Securities | 98 | |||
Stripping Regulations | 100 | |||
Superpremium Certificates | 77 | |||
Tax Administrator | 73 | |||
Taxable Mortgage Pools | 95 | |||
Teaser Certificates | 75 | |||
TIN | 96 | |||
title states | 54 | |||
Title V | 57 | |||
Title VIII | 65 | |||
TMP | 97 | |||
Treasury | 66 | |||
True Discount | 75 | |||
trustee | 14 | |||
U.S. person | 23 | |||
UBTI | 84 | |||
UCC | 53 | |||
UCC states | 54 | |||
Variable Rate Certificate | 78 | |||
VRDI | 78 | |||
WAM | 74 | |||
Weighted Average Certificates | 79 |
Table of Contents
Depositor
Series 2006-A
Issuing Entity
Dated August 22, 2006
Sponsor, Originator and Servicer
Seller
Subservicer