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SECURITIES AND EXCHANGE COMMISSION
TO
THE SECURITIES ACT OF 1933
Delaware | 20-1370314 | |
(State of Incorporation) | (I.R.S. Employee I.D. No.) |
Suite 1700
Southfield, Michigan 48034
(248) 746-7000
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
MARK LANDSCHULZ | Copy to: | |
27777 South Franklin Road | THOMAS Y. HINER, ESQ. | |
Suite 1700 | Hunton & Williams | |
Southfield, Michigan 48034 | 951 E. Byrd Street | |
(248) 746-7000 | Riverfront Plaza, East Tower | |
(248) 644-5595 (telecopy) | Richmond, Virginia 23219 | |
(Name, address, including zip code and | (804) 788-8279 | |
telephone number, including area code, of | (804) 788-8218 (telecopy) | |
agent for service) |
From time to time after the effective date of this Registration Statement.
box.þ
Proposed | Proposed | |||||||||||||||||||||
Maximum | Maximum | Amount of | ||||||||||||||||||||
Title of Securities | Amount to be | Offering Price | Aggregate | Registration | ||||||||||||||||||
Being Registered | Registered | Per Unit(1) | Offering Price(1) | Fee(1)(2) | ||||||||||||||||||
Collateralized Notes and Pass-Through Certificates | $ | 1,000,000,000 | 100% | $ | 1,000,000,000 | $ | 30,700 | |||||||||||||||
(1) | Estimated solely for calculating the registration fee pursuant to Rule 457(a). | |
(2) | Previously paid in connection with the initial filing of the Registration Statement on July 30, 2007. |
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Origen Manufactured Housing Contract
Trust Collateralized Notes, Series 200[______]-[______]
Origen Manufactured Housing Contract, Trust 20_ - _, as Issuing Entity | Origen Residential Securities, Inc., as Depositor | |
Origen Financial L.L.C., as Originator and Sponsor | Origen Servicing, Inc., as Servicer | |
Origen Securitization Company, LLC, as Seller |
Principal | Underwriting | Proceeds to the | ||||||||||||||||||
Balance | Note Rate | Price to Public | Discount | Depositor | ||||||||||||||||
Class A-1 | $ | [ ] | [ ] | % | [ ] | % | [ ] | % | [ ] | % | ||||||||||
Class A-2 | [ ] | [ ] | [ ] | % | [ ] | % | [ ] | % | ||||||||||||
Class A-3 | [ ] | [ ] | [ ] | % | [ ] | % | [ ] | % | ||||||||||||
Class A-4 | [ ] | [ ] | [ ] | % | [ ] | % | [ ] | % | ||||||||||||
Class M-1 | [ ] | [ ] | [ ] | % | [ ] | % | [ ] | % | ||||||||||||
Class M-2 | [ ] | [ ] | [ ] | % | [ ] | % | [ ] | % | ||||||||||||
Total | $ | [ ] | [ ] | % | $ | [ ] | $ | [ ] | $ | [ ] |
• | are secured by a pool of manufactured housing installment sale contracts and installment loan agreements, mortgage loans secured by manufactured homes, one-to-four family residential properties [and/or condominium units,][and amounts on deposit in the pre-funding account], | |
• | currently have no trading market, | |
• | represent obligations of the issuing entity only, and | |
• | are not insured or guaranteed by any governmental agency. |
• | Credit enhancement will be provided in the form of subordination of the rights of certain classes of notes to receive distributions in respect of the contracts, the allocation of losses, excess interest and overcollateralization. |
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Class A1 | Class A2 | Class A3 | Class A4 | Class M1 | Class M2 | |||||||||||||||||||
Initial Note Principal Amount: | ||||||||||||||||||||||||
Note Rate: |
Minimum Denomination:
Incremental Denomination:
Certificate Form:
ERISA Eligible:
First Principal Payment Date:
Last Scheduled Payment Date:
Interest Accrual Method:
Payment Delay:
Anticipated Ratings (Moody’s/S&P):
CUSIP Number:
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• | manufactured housing installment sale agreements and installment loan agreements, or contracts; [and] | ||
• | mortgage loans secured by manufactured homes, one-to-four family residential properties [and/or condominium units], or mortgage loans; [and] | ||
• | payments on the contracts and mortgage loans, collectively referred to as the assets, received on and after the related cut-off date; | ||
• | rights of the depositor under the purchase agreement pursuant to which the depositor purchased the assets from the seller; | ||
• | rights of the seller under any hazard insurance policies covering the assets; | ||
• | [amounts on deposit in the pre-funding account]. |
• | number of assets: [ ] | ||
• | aggregate principal balance: $[ ] | ||
• | manufactured home or mortgaged property location: [ ] states; other than [ ]% of |
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manufactured homes or mortgaged properties located in [ ], no state represents more than [ ]% of the assets, by principal balance |
• | weighted average loan-to-value ratio: [ ]% (approximate) | ||
• | loan-to-value ratio range: [ ]% to [___]% (approximate) | ||
• | principal balance range: $[ ] to $[___] | ||
• | average principal balance: $[___] | ||
• | asset rates range: [ ]% to [___]% | ||
• | weighted average asset rate: [ ]% (approximate) | ||
• | weighted average remaining term to stated maturity, based on principal balance: [ ] months (approximate) | ||
• | term to stated maturity range: [___] months to [___] months | ||
• | last maturity date: [ ] |
• | such subsequent asset may not be more than one calendar month contractually delinquent as of the related subsequent cut-off date; | |
• | such subsequent asset may not have a final maturity date later than [ ]; | |
• | the remaining term to stated maturity of such subsequent asset will not exceed [ ] years; | |
• | such subsequent asset will have an interest rate not less than [ ]% per annum; | |
• | such subsequent asset will not have an original loan-to-value ratio of greater than [ ]%; | |
• | such subsequent asset will have a principal balance not greater than $[ ]; | |
• | such subsequent asset will be secured by a first lien on a property; and | |
• | such subsequent asset will be otherwise acceptable to the rating agencies. |
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Allocation | Initial | Priority | ||||
of | Credit | of | ||||
Losses | Class(es) | Support | Payment | |||
Ù | | | A1, A2, A3 and A4* | [ ]% | | | | Ú | |||
M1 | [ ]% | |||||
M2 | [ ]% |
* | Principal payments on the Class A1, Class A2, Class A3 and Class A4 Notes will be paid in accordance with the priority of payments specified under “Description of the Notes Priority of Payments.” |
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Class | Moody’s | S&P | ||||||
A-1 | ||||||||
A-2 | ||||||||
A-3 | ||||||||
A-4 | ||||||||
M-1 | ||||||||
M-2 |
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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. |
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States | Assets | |||
[____________] | [_______] | % | ||
[____________] | [_______] | % | ||
[____________] | [_______] | % | ||
[____________] | [_______] | % | ||
[____________] | [_______] | % | ||
[____________] | [_______] | % |
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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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As of | Brokers | Dealers | Correspondents | |||||||||
April 30, 2006 | 115 | 757 | 2 | |||||||||
December 31, 2005 | 86 | 782 | 2 | |||||||||
December 31, 2004 | 59 | 790 | 2 | |||||||||
December 31, 2003 | 55 | 943 | 1 |
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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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• | 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, 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 | ||
• | set-up expenses of $2,000 per section of manufactured home, up to a maximum of $6,000. |
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• | 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. |
• | 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; |
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• | 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 | March 31, 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 | $ | 1,352,897,550 | 34,149 | ||||||||||||||||||||
Land/Home | $ | 148,037,206 | 2,025 | $ | 145,218,696 | 2,014 | $ | 170,240,491 | 2,347 | $ | 172,406,283 | 2,370 |
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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. |
• | 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 |
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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. |
• | 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, | September 30, | |||||||||||||||||||
2001 | 2002 | 2003 | 2004 | 2005 | ||||||||||||||||
Principal Balance of Assets | ||||||||||||||||||||
Total Outstanding(1) | $ | 1,235,538,286 | $ | 1,275,934,272 | $ | 1,294,514,018 | $ | 1,368,091,757 | $ | 1,460,039,332 | ||||||||||
Origen Originations(5) | $ | 1,130,952,847 | $ | 1,186,104,423 | $ | 1,216,262,684 | $ | 1,299,733,083 | $ | 1,369,176,775 | ||||||||||
Acquisitions(5) | $ | 104,585,439 | $ | 89,829,849 | $ | 78,251,334 | $ | 68,358,674 | $ | 90,862,557 | ||||||||||
Principal Balance of Delinquent Assets(2) | ||||||||||||||||||||
Total 30-59 days past due | $ | 19,720,727 | $ | 24,457,120 | $ | 34,298,462 | $ | 22,966,404 | $ | 25,748,235 | ||||||||||
Origen Originations(5) | $ | 16,481,814 | $ | 21,215,910 | $ | 30,464,027 | $ | 20,360,333 | $ | 23,115,560 | ||||||||||
Acquisitions(5) | $ | 3,238,913 | $ | 3,241,210 | $ | 3,834,435 | $ | 2,606,071 | $ | 2,632,675 | ||||||||||
Total 60-89 days past due | $ | 9,003,868 | $ | 11,497,386 | $ | 12,017,681 | $ | 9,149,908 | $ | 9,642,477 | ||||||||||
Origen Originations(5) | $ | 7,956,056 | $ | 10,167,935 | $ | 10,242,595 | $ | 7,720,862 | $ | 8,411,497 | ||||||||||
Acquisitions(5) | $ | 1,047,812 | $ | 1,329,451 | $ | 1,775,086 | $ | 1,429,046 | $ | 1,230,980 | ||||||||||
Total 90 days or more past due(1) | $ | 35,828,739 | $ | 38,910,302 | $ | 49,789,255 | $ | 42,319,358 | $ | 38,244,935 | ||||||||||
Origen Originations(5) | $ | 29,916,417 | $ | 34,445,964 | $ | 43,377,008 | $ | 37,453,055 | $ | 34,811,917 | ||||||||||
Acquisitions(5) | $ | 5,912,322 | $ | 4,464,338 | $ | 6,412,247 | $ | 4,866,303 | $ | 3,433,018 | ||||||||||
Total Delinquency(1) | ||||||||||||||||||||
Total Delinquency | $ | 64,553,334 | $ | 74,864,808 | $ | 96,105,398 | $ | 74,435,670 | $ | 73,635,647 | ||||||||||
Origen Originations(5) | $ | 54,354,287 | $ | 65,829,809 | $ | 84,083,630 | $ | 65,534,250 | $ | 66,338,974 | ||||||||||
Acquisitions(5) | $ | 10,199,047 | $ | 9,034,999 | $ | 12,021,768 | $ | 8,901,420 | $ | 7,296,673 | ||||||||||
Total Delinquency Percentage(3) | 5.22 | % | 5.87 | % | 7.42 | % | 5.44 | % | 5.04 | % | ||||||||||
Origen Originations(5) | 4.81 | % | 5.55 | % | 6.91 | % | 5.04 | % | 4.85 | % | ||||||||||
Acquisitions(5) | 9.75 | % | 10.06 | % | 15.36 | % | 13.02 | % | 8.03 | % | ||||||||||
Total Delinquency Percentage(4) | 3.46 | % | 4.13 | % | 5.59 | % | 4.18 | % | 3.93 | % | ||||||||||
Origen Originations(5) | 3.20 | % | 3.90 | % | 5.19 | % | 3.85 | % | 3.75 | % | ||||||||||
Acquisitions(5) | 6.41 | % | 7.32 | % | 11.98 | % | 10.50 | % | 6.58 | % |
(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. |
Loss Experience | ||||||||||||||||||||
December 31, | September 30 | |||||||||||||||||||
2001 | 2002 | 2003 | 2004 | 2005 | ||||||||||||||||
Principal Balance of Assets | ||||||||||||||||||||
Total Outstanding(1) | $ | 1,235,538,286 | $ | 1,275,934,272 | $ | 1,294,514,018 | $ | 1,368,091,757 | $ | 1,460,039,332 | ||||||||||
Origen Originations | $ | 1,130,952,847 | $ | 1,186,104,423 | $ | 1,216,262,684 | $ | 1,299,733,083 | $ | 1,369,176,775 | ||||||||||
Acquisitions | $ | 104,585,439 | $ | 89,829,849 | $ | 78,251,334 | $ | 68,358,674 | $ | 90,862,557 | ||||||||||
Gross losses(2) | $ | 43,073,880 | $ | 51,264,609 | $ | 47,900,140 | $ | 55,157,903 | $ | 31,140,503 |
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Loss Experience | ||||||||||||||||||||
December 31, | September 30 | |||||||||||||||||||
2001 | 2002 | 2003 | 2004 | 2005 | ||||||||||||||||
Origen Originations | $ | 34,753,380 | $ | 42,619,509 | $ | 41,979,419 | $ | 48,449,955 | $ | 27,589,114 | ||||||||||
Acquisitions | $ | 8,320,500 | $ | 8,645,100 | $ | 5,920,721 | $ | 6,707,948 | $ | 3,551,389 | ||||||||||
Net losses(3) | $ | 39,209,826 | $ | 46,297,922 | $ | 43,082,160 | $ | 48,832,169 | $ | 27,355,274 | ||||||||||
Origen Originations | $ | 31,711,968 | $ | 38,529,894 | $ | 37,749,126 | $ | 42,903,623 | $ | 24,261,078 | ||||||||||
Acquisitions | $ | 7,497,858 | $ | 7,768,028 | $ | 5,333,034 | $ | 5,928,546 | $ | 3,094,196 | ||||||||||
Gross losses(2) | 3.49 | % | 4.02 | % | 3.70 | % | 4.03 | % | 2.13 | % | ||||||||||
Origen Originations(4) | 3.07 | % | 3.59 | % | 3.45 | % | 3.73 | % | 2.02 | % | ||||||||||
Acquisitions(4) | 7.96 | % | 9.62 | % | 7.57 | % | 9.81 | % | 3.91 | % | ||||||||||
Net losses(3) | 3.17 | % | 3.63 | % | 3.33 | % | 3.57 | % | 1.87 | % | ||||||||||
Origen Originations(4) | 2.80 | % | 3.25 | % | 3.10 | % | 3.30 | % | 1.77 | % | ||||||||||
Acquisitions(4) | 7.17 | % | 8.65 | % | 6.82 | % | 8.67 | % | 3.41 | % |
(1) | Includes contracts already in repossession and mortgage loans already in foreclosure. | |
(2) | The gross loss numbers in any column indicate the total amount of gross losses incurred on the described contracts during the year indicated at the top of the column through December 31 of that year (as indicated at the top of the column). 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 from asset liquidation. Losses incurred during the applicable 12-month period are expressed as a percentage of the total principal balance of contracts being serviced at period end. | |
(3) | The net loss numbers in any column indicate the total amount of net losses incurred on the described contracts during the year indicated at the top of the column, through December 31 of that year (as indicated at the top of the column). The calculation of net losses includes 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 incurred during the applicable 12-month period 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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Geographical Distribution of Fixed Rate Asset Obligors
Number of | % of Fixed Rate | |||||||||||
Fixed Rate | Aggregate Principal | Asset Pool by | ||||||||||
Assets | Balance | Outstanding | ||||||||||
as of Cut-off | Outstanding as of | Principal Balance | ||||||||||
States | Date | Cut-off Date | as of Cut-off Date | |||||||||
[____] | [____] | [____] | ||||||||||
[____] | [____] | [____] | ||||||||||
[____] | [____] | [____] | ||||||||||
[____] | [____] | [____] | ||||||||||
[____] | [____] | [____] | ||||||||||
[____] | [____] | [____] | ||||||||||
[____] | [____] | [____] | ||||||||||
[____] | [____] | [____] | ||||||||||
[____] | [____] | [____] | ||||||||||
[____] | [____] | [____] | ||||||||||
[____] | [____] | [____] | ||||||||||
[____] | [____] | [____] | ||||||||||
[____] | [____] | [____] | ||||||||||
[____] | [____] | [____] | ||||||||||
[____] | [____] | [____] | ||||||||||
[____] | [____] | [____] | ||||||||||
[____] | [____] | [____] | ||||||||||
[____] | [____] | [____] | ||||||||||
[____] | [____] | [____] | ||||||||||
[____] | [____] | [____] | ||||||||||
[____] | [____] | [____] | ||||||||||
[____] | [____] | [____] | ||||||||||
[____] | [____] | [____] | ||||||||||
[____] | [____] | [____] | ||||||||||
[____] | [____] | [____] | ||||||||||
[____] | [____] | [____] | ||||||||||
[____] | [____] | [____] | ||||||||||
[____] | [____] | [____] | ||||||||||
[____] | [____] | [____] | ||||||||||
[____] | [____] | [____] | ||||||||||
[____] | [____] | [____] | ||||||||||
[____] | [____] | [____] | ||||||||||
[____] | [____] | [____] | ||||||||||
[____] | [____] | [____] | ||||||||||
[____] | [____] | [____] | ||||||||||
Total | [____] | [____] | [____] | |||||||||
S-36
Table of Contents
�� | ||||||||||||
Number of | % of Fixed Rate | |||||||||||
Fixed Rate | Aggregate Principal | Asset Pool by | ||||||||||
Assets | Balance | Outstanding | ||||||||||
as of Cut-off | Outstanding as of | Principal Balance | ||||||||||
Year of Origination | Date | Cut-off Date | as of Cut-off Date | |||||||||
Total | [____] | $ | [____] | [______] | % | |||||||
% of Fixed Rate | ||||||||||||
Number of | Aggregate Principal | Asset Pool by | ||||||||||
Fixed Rate | Balance | Outstanding | ||||||||||
Original Fixed Rate Asset | Assets as of | Outstanding as of | Principal Balance | |||||||||
Amount (in Dollars) | Cut-off Date | Cut-off Date | as of Cut-off Date | |||||||||
Less than $10,000.01 | ||||||||||||
Between $10,000.01 and $20,000.00 | ||||||||||||
Between $20,000.01 and $30,000.00 | ||||||||||||
Between $30,000.01 and $40,000.00 | ||||||||||||
Between $40,001.01 and $50,000.00 | ||||||||||||
Between $50,000.01 and $60,000.00 | ||||||||||||
Between $60,000.01 and $70,000.00 | ||||||||||||
Between $70,000.01 and $80,000.00 | ||||||||||||
Between $80,000.01 and $90,000.00 | ||||||||||||
Between $90,000.01 and $100,000.00 | ||||||||||||
Between $100,000.01 and $110,000.00 | ||||||||||||
Between $110,000.01 and $120,000.00 | ||||||||||||
Between $140,000.01 and $150,000.00 | ||||||||||||
Between $150,000.01 and $160,000.00 | ||||||||||||
Total | [_____] | [____] | [______] | |||||||||
S-37
Table of Contents
Number of | % of Fixed Rate | |||||||||||
Fixed Rate | Aggregate Principal | Asset Pool by | ||||||||||
Assets | Balance | Outstanding | ||||||||||
Remaining Fixed Rate | as of Cut-off | Outstanding as of | Principal Balance | |||||||||
Asset Amount (in dollars) | Date | Cut-off Date | as of Cut-off Date | |||||||||
Less than $10,000.01 | ||||||||||||
Between $10,000.01 and $20,000.00 | ||||||||||||
Between $20,000.01 and $30,000.00 | ||||||||||||
Between $30,000.01 and $40,000.00 | ||||||||||||
Between $40,001.01 and $50,000.00 | ||||||||||||
Between $50,000.01 and $60,000.00 | ||||||||||||
Between $60,000.01 and $70,000.00 | ||||||||||||
Between $70,000.01 and $80,000.00 | ||||||||||||
Between $80,000.01 and $90,000.00 | ||||||||||||
Between $90,000.01 and $100,000.00 | ||||||||||||
Between $100,000.01 and $110,000.00 | ||||||||||||
Between $110,000.01 and $120,000.00 | ||||||||||||
Between $140,000.01 and $150,000.00 | ||||||||||||
Between $150,000.01 and $160,000.00 | ||||||||||||
Total | [_____] | [______] | [_______] | |||||||||
Number of | % of Fixed Rate | |||||||||||
Fixed Rate | Aggregate Principal | Asset Pool by | ||||||||||
Assets | Balance | Outstanding | ||||||||||
as of Cut-off | Outstanding as of | Principal Balance | ||||||||||
Loan-to-Value Ratio | Date | Cut-off Date | as of Cut-off Date | |||||||||
25.01% to 30.00 | ||||||||||||
30.01% to 35.00 | ||||||||||||
35.01% to 40.00 | ||||||||||||
40.01% to 45.00 | ||||||||||||
45.01% to 50.00 | ||||||||||||
50.01% to 55.00 | ||||||||||||
55.01% to 60.00 | ||||||||||||
60.01% to 65.00 | ||||||||||||
65.01% to 70.00 | ||||||||||||
70.01% to 75.00 | ||||||||||||
75.01% to 80.00 | ||||||||||||
80.01% to 85.00 | ||||||||||||
85.01% to 90.00 | ||||||||||||
90.01% to 95.00 | ||||||||||||
95.01% to 100.00 | ||||||||||||
Total | [_____] | $ | [____] | [______] | % | |||||||
S-38
Table of Contents
% of Fixed Rate | ||||||||||||
Aggregate Principal | Asset Pool by | |||||||||||
Number of Fixed | Balance | Outstanding | ||||||||||
Rate Assets as of | Outstanding | Principal Balance | ||||||||||
Loan-to-Invoice Ratio | Cut-off Date | as of Cut-off Date | as of Cut-off Date | |||||||||
Not calculated | ||||||||||||
00.00% to 25.00% | ||||||||||||
25.01% to 50.00% | ||||||||||||
50.01% to 75.00% | ||||||||||||
75.01% to 100.00% | ||||||||||||
100.01% to 110.00% | ||||||||||||
110.01% to 120.00% | ||||||||||||
120.01% to 130.00% | ||||||||||||
130.01% to 140.00% | ||||||||||||
140.01% to 150.00% | ||||||||||||
150.01% to 160.00% | ||||||||||||
160.01% to 170.00% | ||||||||||||
170.01% to 180.00% | ||||||||||||
180.01% to 190.00% | ||||||||||||
190.01% to 200.00% | ||||||||||||
200.01% or greater | ||||||||||||
Total | 100.00 | % |
Number of | % of Fixed Rate | |||||||||||
Fixed Rate | Aggregate Principal | Asset Pool by | ||||||||||
Assets | Balance | Outstanding | ||||||||||
Range of Fixed Rate Assets | as of Cut-off | Outstanding as of | Principal Balance | |||||||||
by Asset Rate | Date | Cut-off Date | as of Cut-off Date | |||||||||
8.000 - 8.999 | ||||||||||||
9.000 - 9.999 | ||||||||||||
10.000 - 10.999 | ||||||||||||
11.000 - 11.999 | ||||||||||||
12.000 - 12.999 | ||||||||||||
13.000 - 13.999 | ||||||||||||
14.000 - 14.999 | ||||||||||||
15.000 - 15.999 | ||||||||||||
16.000 - 16.999 | ||||||||||||
Total | [ ] | $ | [ ] | [ ] | % | |||||||
S-39
Table of Contents
% of Fixed Rate | ||||||||||||
Number of | Aggregate Principal | Asset Pool by | ||||||||||
Fixed Rate | Balance | Outstanding | ||||||||||
Assets as of | Outstanding as of | Principal Balance | ||||||||||
Original Term to Maturity | Cut-off Date | Cut-off Date | as of Cut-off Date | |||||||||
31 to 60 | ||||||||||||
61 to 90 | ||||||||||||
91 to 120 | ||||||||||||
121 to 150 | ||||||||||||
151 to 180 | ||||||||||||
211 to 240 | ||||||||||||
241 to 270 | ||||||||||||
271 to 300 | ||||||||||||
331 to 360 | ||||||||||||
Total | [ ] | $ | [ ] | [ ] | % | |||||||
% of Fixed Rate | ||||||||||||
Number of | Aggregate Principal | Asset Pool by | ||||||||||
Fixed Rate | Balance | Outstanding | ||||||||||
Assets as of | Outstanding as of | Principal Balance | ||||||||||
Remaining Term to Maturity | Cut-off Date | Cut-off Date | as of Cut-off Date | |||||||||
31 to 60 | ||||||||||||
61 to 90 | ||||||||||||
91 to 120 | ||||||||||||
121 to 150 | ||||||||||||
151 to 180 | ||||||||||||
211 to 240 | ||||||||||||
241 to 270 | ||||||||||||
271 to 300 | ||||||||||||
331 to 360 | ||||||||||||
Total | [ ] | $ | [ ] | [ ] | % | |||||||
S-40
Table of Contents
% of Fixed Rate | ||||||||||||
Aggregate Principal | Asset Pool by | |||||||||||
Number of Fixed | Balance | Outstanding | ||||||||||
Rate Assets as of | Outstanding as of | Principal Balance | ||||||||||
Unit Type | Cut-off Date | Cut-off Date | as of Cut-off Date | |||||||||
Multi-section home. | ||||||||||||
Single-section home | ||||||||||||
Total |
% of Fixed Rate | ||||||||||||
Aggregate Principal | Asset Pool by | |||||||||||
Number of Fixed | Balance | Outstanding | ||||||||||
Rate Assets as of | Outstanding as of | Principal Balance | ||||||||||
Property Type | Cut-off Date | Cut-off Date | as of Cut-off Date | |||||||||
Land Home | ||||||||||||
Home only | ||||||||||||
Total |
% of Fixed Rate | ||||||||||||
Aggregate Principal | Asset Pool by | |||||||||||
Number of Fixed | Balance | Outstanding | ||||||||||
Rate Assets as of | Outstanding as of | Principal Balance | ||||||||||
Purpose | Cut-off Date | Cut-off Date | as of Cut-off Date | |||||||||
Purchase of New Home | ||||||||||||
Purchase of Used Home | ||||||||||||
Purchase of Repossessed Home | ||||||||||||
Refinance | ||||||||||||
Total |
% of Fixed Rate | ||||||||||||
Aggregate Principal | Asset Pool by | |||||||||||
Number of Fixed | Balance | Outstanding | ||||||||||
Rate Assets as of | Outstanding as of | Principal Balance | ||||||||||
Credit Score | Cut-off Date | Cut-off Date | as of Cut-off Date | |||||||||
Unknown | ||||||||||||
501 to 550 | ||||||||||||
551 to 600 | ||||||||||||
601 to 650 | ||||||||||||
651 to 700 | ||||||||||||
701 to 750 | ||||||||||||
751 to 800 | ||||||||||||
801 to 850 | ||||||||||||
Total |
S-41
Table of Contents
Geographical Distribution of Initial Adjustable Rate Asset Obligors
Number of | % of Adjustable | |||||||||||
Adjustable Rate | Aggregate Principal | Rate Asset Pool by | ||||||||||
Assets | Balance | Outstanding | ||||||||||
as of Cut-off | Outstanding as of | Principal Balance | ||||||||||
States | Date | Cut-off Date | as of Cut-off Date | |||||||||
[ ] | [ ] | [ ] | ||||||||||
[ ] | [ ] | [ ] | ||||||||||
[ ] | [ ] | [ ] | ||||||||||
[ ] | [ ] | [ ] | ||||||||||
[ ] | [ ] | [ ] | ||||||||||
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[ ] | [ ] | [ ] | ||||||||||
[ ] | [ ] | [ ] | ||||||||||
[ ] | [ ] | [ ] | ||||||||||
[ ] | [ ] | [ ] | ||||||||||
[ ] | [ ] | [ ] | ||||||||||
[ ] | [ ] | [ ] | ||||||||||
[ ] | [ ] | [ ] | ||||||||||
[ ] | [ ] | [ ] | ||||||||||
[ ] | [ ] | [ ] | ||||||||||
[ ] | [ ] | [ ] | ||||||||||
[ ] | [ ] | [ ] | ||||||||||
[ ] | [ ] | [ ] | ||||||||||
[ ] | [ ] | [ ] | ||||||||||
[ ] | [ ] | [ ] | ||||||||||
[ ] | [ ] | [ ] | ||||||||||
[ ] | [ ] | [ ] | ||||||||||
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[ ] | [ ] | [ ] | ||||||||||
[ ] | [ ] | [ ] | ||||||||||
[ ] | [ ] | [ ] | ||||||||||
[ ] | [ ] | [ ] | ||||||||||
[ ] | [ ] | [ ] | ||||||||||
[ ] | [ ] | [ ] | ||||||||||
Total | [ ] | [ ] | [ ] | |||||||||
S-42
Table of Contents
Number of | % of Adjustable | |||||||||||
Adjustable Rate | Aggregate Principal | Rate Asset Pool by | ||||||||||
Assets | Balance | Outstanding | ||||||||||
as of Cut-off | Outstanding as of | Principal Balance | ||||||||||
Year of Origination | Date | Cut-off Date | as of Cut-off Date | |||||||||
Total | [ ] | $ | [ ] | [ ] | % | |||||||
% of Adjustable | ||||||||||||
Number of | Aggregate Principal | Rate Asset Pool by | ||||||||||
Adjustable Rate | Balance | Outstanding | ||||||||||
Original Adjustable Rate Assets | Assets as of | Outstanding as of | Principal Balance | |||||||||
Amount (in Dollars) | Cut-off Date | Cut-off Date | as of Cut-off Date | |||||||||
Less than $10,000.01 | ||||||||||||
Between $10,000.01 and $20,000.00 | ||||||||||||
Between $20,000.01 and $30,000.00 | ||||||||||||
Between $30,000.01 and $40,000.00 | ||||||||||||
Between $40,001.01 and $50,000.00 | ||||||||||||
Between $50,000.01 and $60,000.00 | ||||||||||||
Between $60,000.01 and $70,000.00 | ||||||||||||
Between $70,000.01 and $80,000.00 | ||||||||||||
Between $80,000.01 and $90,000.00 | ||||||||||||
Between $90,000.01 and $100,000.00 | ||||||||||||
Between $100,000.01 and $110,000.00 | ||||||||||||
Between $110,000.01 and $120,000.00 | ||||||||||||
Between $140,000.01 and $150,000.00 | ||||||||||||
Between $150,000.01 and $160,000.00 | ||||||||||||
Total | [ ] | [ ] | [ ] | |||||||||
S-43
Table of Contents
Number of | % of Adjustable | |||||||||||
Adjustable Rate | Aggregate Principal | Rate Asset Pool by | ||||||||||
Assets | Balance | Outstanding | ||||||||||
Remaining Adjustable Rate | as of Cut-off | Outstanding as of | Principal Balance | |||||||||
Asset Amount (in dollars) | Date | Cut-off Date | as of Cut-off Date | |||||||||
Less than $10,000.01 | ||||||||||||
Between $10,000.01 and $20,000.00 | ||||||||||||
Between $20,000.01 and $30,000.00 | ||||||||||||
Between $30,000.01 and $40,000.00 | ||||||||||||
Between $40,001.01 and $50,000.00 | ||||||||||||
Between $50,000.01 and $60,000.00 | ||||||||||||
Between $60,000.01 and $70,000.00 | ||||||||||||
Between $70,000.01 and $80,000.00 | ||||||||||||
Between $80,000.01 and $90,000.00 | ||||||||||||
Between $90,000.01 and $100,000.00 | ||||||||||||
Between $100,000.01 and $110,000.00 | ||||||||||||
Between $110,000.01 and $120,000.00 | ||||||||||||
Between $140,000.01 and $150,000.00 | ||||||||||||
Between $150,000.01 and $160,000.00 | ||||||||||||
Total | [ ] | [ ] | [ ] | |||||||||
% of Adjustable | ||||||||||||
Number of | Aggregate Principal | Rate Asset Pool by | ||||||||||
Adjustable Rate | Balance | Outstanding | ||||||||||
Original Adjustable Rate Asset | Assets as of | Outstanding as of | Principal Balance | |||||||||
Amount (in Dollars) | Cut-off Date | Cut-off Date | as of Cut-off Date | |||||||||
25.01% to 30.00 | ||||||||||||
30.01% to 35.00 | ||||||||||||
35.01% to 40.00 | ||||||||||||
40.01% to 45.00 | ||||||||||||
45.01% to 50.00 | ||||||||||||
50.01% to 55.00 | ||||||||||||
55.01% to 60.00 | ||||||||||||
60.01% to 65.00 | ||||||||||||
65.01% to 70.00 | ||||||||||||
70.01% to 75.00 | ||||||||||||
75.01% to 80.00 | ||||||||||||
80.01% to 85.00 | ||||||||||||
85.01% to 90.00 | ||||||||||||
90.01% to 95.00 | ||||||||||||
Total | [ ] | [ ] | [ ] | |||||||||
S-44
Table of Contents
% of Adjustable | ||||||||||||
Number of | Aggregate Principal | Rate Asset Pool by | ||||||||||
Adjustable Rate | Balance | Outstanding | ||||||||||
Assets as of | Outstanding as of | Principal Balance | ||||||||||
Loan-to-Invoice Ratio | Cut-off Date | Cut-off Date | as of Cut-off Date | |||||||||
Not calculated | ||||||||||||
00.00% to 25.00% | ||||||||||||
25.01% to 50.00% | ||||||||||||
50.01% to 75.00% | ||||||||||||
75.01% to 100.00% | ||||||||||||
100.01% to 110.00% | ||||||||||||
110.01% to 120.00% | ||||||||||||
120.01% to 130.00% | ||||||||||||
130.01% to 140.00% | ||||||||||||
140.01% to 150.00% | ||||||||||||
150.01% to 160.00% | ||||||||||||
160.01% to 170.00% | ||||||||||||
170.01% to 180.00% | ||||||||||||
180.01% to 190.00% | ||||||||||||
190.01% to 200.00% | ||||||||||||
200.01% or greater | ||||||||||||
Total | 100.00 | % |
Number of | % of Adjustable | |||||||||||
Adjustable Rate | Aggregate Principal | Rate Asset Pool by | ||||||||||
Assets | Balance Outstanding | Outstanding | ||||||||||
as of Cut-off | Outstanding as of | Principal Balance | ||||||||||
Range of Adjustable Rate Assets by Asset Rate | Date | Cut-off Date | as of Cut-off Date | |||||||||
8.000 - 8.999 | ||||||||||||
9.000 - 9.999 | ||||||||||||
10.000 - 10.999 | ||||||||||||
11.000 - 11.999 | ||||||||||||
12.000 - 12.999 | ||||||||||||
13.000 - 13.999 | ||||||||||||
14.000 - 14.999 | ||||||||||||
15.000 - 15.999 | ||||||||||||
16.000 - 16.999 | ||||||||||||
Total | [ ] | $ | [ ] | [ ] | % | |||||||
S-45
Table of Contents
Number of | % of Adjustable | |||||||||||
Adjustable Rate | Aggregate Principal | Rate Asset Pool by | ||||||||||
Assets | Balance | Outstanding | ||||||||||
as of Cut-off | Outstanding as of | Principal Balance | ||||||||||
Gross Margin | Date | Cut-off Date | as of Cut-off Date | |||||||||
3.250% - 3.500% | ||||||||||||
4.500% - 4.750% | ||||||||||||
Total | $ | % | ||||||||||
Number of | % of Adjustable | |||||||||||
Adjustable Rate | Aggregate Principal | Rate Asset Pool by | ||||||||||
Assets | Balance | Outstanding | ||||||||||
as of Cut-off | Outstanding as of | Principal Balance | ||||||||||
Maximum Asset Rates | Date | Cut-off Date | as of Cut-off Date | |||||||||
13.000% to 13.625% | ||||||||||||
14.000% to 14.625% | ||||||||||||
Total | % | |||||||||||
% of Adjustable | ||||||||||||
Number of | Aggregate Principal | Rate Asset Pool by | ||||||||||
Adjustable Rate | Balance | Outstanding | ||||||||||
Assets as of | Outstanding as of | Principal Balance | ||||||||||
Original Term to Maturity | Cut-off Date | Cut-off Date | as of Cut-off Date | |||||||||
31 to 60 | ||||||||||||
61 to 90 | ||||||||||||
91 to 120 | ||||||||||||
121 to 150 | ||||||||||||
151 to 180 | ||||||||||||
211 to 240 | ||||||||||||
241 to 270 | ||||||||||||
271 to 300 | ||||||||||||
331 to 360 | ||||||||||||
Total | [ ] | $ | [ ] | [ ] | % | |||||||
S-46
Table of Contents
% of Adjustable | ||||||||||||
Number of | Rate Asset Pool | |||||||||||
Adjustable Rate | by Outstanding | |||||||||||
Assets | Aggregate Principal | Principal | ||||||||||
as of Cut-off | Balance Outstanding | Balance as of | ||||||||||
Remaining Term to Maturity | Date | as of Cut-off Date | Cut-off Date | |||||||||
348 - 360 months | ___ | ___________ | ___ | _______________ | ___ | ___________ | ||||||
Total | $ | % | ||||||||||
% of Adjustable | ||||||||||||
Number of | Rate Asset Pool | |||||||||||
Adjustable Rate | by Outstanding | |||||||||||
Assets | Aggregate Principal | Principal | ||||||||||
as of Cut-off | Balance Outstanding | Balance as of | ||||||||||
Date of Next Asset Rate Adjustment | Date | as of Cut-off Date | Cut-off Date | |||||||||
____, 20____ | ___ | _________ | ___ | ______________ | ___ | ______________ | ||||||
____, 20____ | ___ | _________ | ___ | ______________ | ___ | ______________ | ||||||
____, 20____ | ___ | _________ | ___ | ______________ | ___ | ______________ | ||||||
____, 20____ | ___ | _________ | ___ | ______________ | ___ | ______________ | ||||||
____, 20____ | ___ | _________ | ___ | ______________ | ___ | ______________ | ||||||
____, 20____ | ___ | _________ | ___ | ______________ | ___ | ______________ | ||||||
____, 20____ | ___ | _________ | ___ | ______________ | ___ | ______________ | ||||||
____, 20____ | ___ | _________ | ___ | ______________ | ___ | ______________ | ||||||
____, 20____ | ___ | _________ | ___ | ______________ | ___ | ______________ | ||||||
____, 20____ | ___ | _________ | ___ | ______________ | ___ | ______________ | ||||||
Total | ___ | _________ | $________________ | ________________ | % | |||||||
S-47
Table of Contents
% of Fixed Rate | ||||||
Aggregate Principal | Asset Pool by | |||||
Number of Fixed | Balance | Outstanding | ||||
Rate Assets as of | Outstanding as of | Principal Balance | ||||
Unit Type | Cut-off Date | Cut-off Date | as of Cut-off Date | |||
Multi-section home | ||||||
Single-section home | ||||||
Total |
% of Fixed Rate | ||||||
Aggregate Principal | Asset Pool by | |||||
Number of Fixed | Balance | Outstanding | ||||
Rate Assets as of | Outstanding as of | Principal Balance | ||||
Property Type | Cut-off Date | Cut-off Date | as of Cut-off Date | |||
Land Home | ||||||
Home only | ||||||
Total |
% of Fixed Rate | ||||||
Aggregate Principal | Asset Pool by | |||||
Number of Fixed | Balance | Outstanding | ||||
Rate Assets as of | Outstanding as of | Principal Balance | ||||
Purpose | Cut-off Date | Cut-off Date | as of Cut-off Date | |||
Purchase of New Home | ||||||
Purchase of Used Home | ||||||
Purchase of Repossessed Home | ||||||
Refinance | ||||||
Total |
% of Adjustable | ||||||
Number of | Aggregate Principal | Rate Asset Pool by | ||||
Adjustable Rate | Balance | Outstanding | ||||
Assets as of | Outstanding as of | Principal Balance | ||||
Credit Score | Cut-off Date | Cut-off Date | as of Cut-off Date | |||
Unknown | ||||||
501 to 550 | ||||||
551 to 600 | ||||||
601 to 650 | ||||||
651 to 700 | ||||||
701 to 750 | ||||||
751 to 800 | ||||||
801 to 850 | ||||||
Total |
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Aggregate | Weighted | Average | Weighted | |||||||||||||||||||||
Principal | Average | Principal | Average | |||||||||||||||||||||
Number of | Balance | Percent of | Credit | Balance | Original | |||||||||||||||||||
Delinquency Status | Assets | Outstanding | Asset Pool | Score | Outstanding | LTV | ||||||||||||||||||
Current | ||||||||||||||||||||||||
30 - 59 Days | ||||||||||||||||||||||||
60 - 89 Days | ||||||||||||||||||||||||
[Disclosure of further delinquency increments through charge-off, if applicable] | ||||||||||||||||||||||||
Total: | ||||||||||||||||||||||||
Weighted | Weighted | |||||||||||||||||||||||
Principal | Average | Average | Average | |||||||||||||||||||||
30 – 59 days | Number of | Balance | Percent of | Principal | Credit | Original | ||||||||||||||||||
(# of times delinquent) | Assets | Outstanding | Asset Pool | Balance | Score | CLTV | ||||||||||||||||||
0 | ||||||||||||||||||||||||
1 | ||||||||||||||||||||||||
2 | ||||||||||||||||||||||||
3 | ||||||||||||||||||||||||
5 | ||||||||||||||||||||||||
Total: | ||||||||||||||||||||||||
Weighted | Weighted | |||||||||||||||||||||||
Principal | Average | Average | Average | |||||||||||||||||||||
60 – 89 days | Number of | Balance | Percent of | Principal | Credit | Original | ||||||||||||||||||
(# of times delinquent) | Assets | Outstanding | Asset Pool | Balance | Score | CLTV | ||||||||||||||||||
0 | ||||||||||||||||||||||||
1 | ||||||||||||||||||||||||
2 | ||||||||||||||||||||||||
3 | ||||||||||||||||||||||||
5 | ||||||||||||||||||||||||
Total: | ||||||||||||||||||||||||
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Expected Final | ||||
Class | Payment Date | |||
Class A-1 | ||||
Class A-2 | ||||
Class A-3 | ||||
Class A-4 | ||||
Class M-1 | ||||
Class M-2 |
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Aggregate | Weighted Average | Weighted Average | ||||||||||||||
Principal Balance | Original Term | Remaining Term | Weighted Average | |||||||||||||
Asset | Outstanding | (months) | (months) | Asset Rate | ||||||||||||
A | ||||||||||||||||
B | ||||||||||||||||
C | ||||||||||||||||
D | ||||||||||||||||
E |
Aggregate | Weighted Average | Weighted Average | ||||||||||||||
Principal Balance | Original Term | Remaining Term | Weighted Average | |||||||||||||
Asset | Outstanding | (months) | (months) | Asset Rate | ||||||||||||
A | ||||||||||||||||
B | ||||||||||||||||
C | ||||||||||||||||
D | ||||||||||||||||
E |
Aggregate | ||||||||||||||||||||||||||||||||||||||||
Principal | ||||||||||||||||||||||||||||||||||||||||
Balance | Remaining | Months | ||||||||||||||||||||||||||||||||||||||
Outstanding | Term to | to Next | Lifetime | Periodic | Reset | |||||||||||||||||||||||||||||||||||
As of the Cut- | Asset | Maturity | Seasoning | Gross | Rate | Rate | Rate | Frequency | ||||||||||||||||||||||||||||||||
off Date | Rate | (Months) | (Months) | Margin | Change | Cap | Cap | Index | Months | |||||||||||||||||||||||||||||||
1 | $ | _________ | ____ | % | ______ | ______ | ______ | ______ | ____ | % | ______ | ______ | ____ | % | ____ | % | [--]____ | ____ | ____ | |||||||||||||||||||||
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Notes at the Respective Percentages of the
MHP Listed Below:
Distribution | 100 | 125 | 150 | 175 | 200 | 250 | 300 | |||||||||||||||||||||
Date | % | % | % | % | % | % | % | |||||||||||||||||||||
Initial Percentage | ||||||||||||||||||||||||||||
[Month] [200[ ]] | ||||||||||||||||||||||||||||
[Month] [200[ ]] | ||||||||||||||||||||||||||||
[Month] [200[ ]] | ||||||||||||||||||||||||||||
Weighted Average Life (Years) |
Notes at the Respective Percentages of the
MHP Listed Below:
Distribution | 100 | 125 | 150 | 175 | 200 | 250 | 300 | |||||||||||||||||||||
Date | % | % | % | % | % | % | % | |||||||||||||||||||||
Initial Percentage | ||||||||||||||||||||||||||||
[Month] [200[ ]] | ||||||||||||||||||||||||||||
[Month] [200[ ]] | ||||||||||||||||||||||||||||
[Month] [200[ ]] | ||||||||||||||||||||||||||||
[Month] [200[ ]] | ||||||||||||||||||||||||||||
Weighted Average Life (Years) |
Notes at the Respective Percentages of the
MHP Listed Below:
Distribution | 100 | 125 | 150 | 175 | 200 | 250 | 300 | |||||||||||||||||||||
Date | % | % | % | % | % | % | % | |||||||||||||||||||||
Initial Percentage | ||||||||||||||||||||||||||||
[Month] [200[ ]] | ||||||||||||||||||||||||||||
[Month] [200[ ]] | ||||||||||||||||||||||||||||
[Month] [200[ ]] | ||||||||||||||||||||||||||||
[Month] [200[ ]] | ||||||||||||||||||||||||||||
[Month] [200[ ]] | ||||||||||||||||||||||||||||
Weighted Average Life (Years) |
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Notes at the Respective Percentages of the
MHP Listed Below:
Distribution | 100 | 125 | 150 | 175 | 200 | 250 | 300 | |||||||||||||||||||||
Date | % | % | % | % | % | % | % | |||||||||||||||||||||
Initial Percentage | ||||||||||||||||||||||||||||
[Month] [200[ ]] | ||||||||||||||||||||||||||||
[Month] [200[ ]] | ||||||||||||||||||||||||||||
[Month] [200[ ]] | ||||||||||||||||||||||||||||
[Month] [200[ ]] | ||||||||||||||||||||||||||||
[Month] [200[ ]] | ||||||||||||||||||||||||||||
[Month] [200[ ]] | ||||||||||||||||||||||||||||
[Month] [200[ ]] | ||||||||||||||||||||||||||||
[Month] [200[ ]] | ||||||||||||||||||||||||||||
[Month] [200[ ]] | ||||||||||||||||||||||||||||
[Month] [200[ ]] | ||||||||||||||||||||||||||||
[Month] [200[ ]] | ||||||||||||||||||||||||||||
Weighted Average Life (Years) |
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Notes at the Respective Percentages of the
MHP Listed Below:
Distribution | ||||||||||||||||||||||||||||
Date | 100% | 125% | 150% | 175% | 200% | 250% | 300% | |||||||||||||||||||||
Initial Percentage | ||||||||||||||||||||||||||||
[Month] [200[ ]] | ||||||||||||||||||||||||||||
[Month] [200[ ]] | ||||||||||||||||||||||||||||
[Month] [200[ ]] | ||||||||||||||||||||||||||||
[Month] [200[ ]] | ||||||||||||||||||||||||||||
[Month] [200[ ]] | ||||||||||||||||||||||||||||
[Month] [200[ ]] | ||||||||||||||||||||||||||||
[Month] [200[ ]] | ||||||||||||||||||||||||||||
[Month] [200[ ]] | ||||||||||||||||||||||||||||
[Month] [200[ ]] | ||||||||||||||||||||||||||||
[Month] [200[ ]] | ||||||||||||||||||||||||||||
[Month] [200[ ]] | ||||||||||||||||||||||||||||
[Month] [200[ ]] | ||||||||||||||||||||||||||||
[Month] [200[ ]] | ||||||||||||||||||||||||||||
[Month] [200[ ]] | ||||||||||||||||||||||||||||
[Month] [200[ ]] | ||||||||||||||||||||||||||||
[Month] [200[ ]] | ||||||||||||||||||||||||||||
[Month] [200[ ]] | ||||||||||||||||||||||||||||
[Month] [200[ ]] | ||||||||||||||||||||||||||||
[Month] [200[ ]] | ||||||||||||||||||||||||||||
[Month] [200[ ]] | ||||||||||||||||||||||||||||
[Month] [200[ ]] | ||||||||||||||||||||||||||||
[Month] [200[ ]] | ||||||||||||||||||||||||||||
[Month] [200[ ]] | ||||||||||||||||||||||||||||
[Month] [200[ ]] | ||||||||||||||||||||||||||||
Weighted Average Life (Years) |
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Notes at the Respective Percentages of the
MHP Listed Below:
Distribution | ||||||||||||||||||||||||||||
Date | 100% | 125% | 150% | 175% | 200% | 250% | 300% | |||||||||||||||||||||
Initial Percentage | ||||||||||||||||||||||||||||
[Month] [200[ ]] | ||||||||||||||||||||||||||||
[Month] [200[ ]] | ||||||||||||||||||||||||||||
[Month] [200[ ]] | ||||||||||||||||||||||||||||
[Month] [200[ ]] | ||||||||||||||||||||||||||||
[Month] [200[ ]] | ||||||||||||||||||||||||||||
[Month] [200[ ]] | ||||||||||||||||||||||||||||
[Month] [200[ ]] | ||||||||||||||||||||||||||||
[Month] [200[ ]] | ||||||||||||||||||||||||||||
[Month] [200[ ]] | ||||||||||||||||||||||||||||
[Month] [200[ ]] | ||||||||||||||||||||||||||||
[Month] [200[ ]] | ||||||||||||||||||||||||||||
[Month] [200[ ]] | ||||||||||||||||||||||||||||
[Month] [200[ ]] | ||||||||||||||||||||||||||||
[Month] [200[ ]] | ||||||||||||||||||||||||||||
[Month] [200[ ]] | ||||||||||||||||||||||||||||
[Month] [200[ ]] | ||||||||||||||||||||||||||||
[Month] [200[ ]] | ||||||||||||||||||||||||||||
[Month] [200[ ]] | ||||||||||||||||||||||||||||
[Month] [200[ ]] | ||||||||||||||||||||||||||||
[Month] [200[ ]] | ||||||||||||||||||||||||||||
[Month] [200[ ]] | ||||||||||||||||||||||||||||
[Month] [200[ ]] | ||||||||||||||||||||||||||||
[Month] [200[ ]] | ||||||||||||||||||||||||||||
[Month] [200[ ]] | ||||||||||||||||||||||||||||
Weighted Average Life (Years) |
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(a) | as of the cut-off date, the contract is not more than [59] days delinquent; | ||
(b) | no provision of the contract has been waived, altered or modified in any respect, except by instruments or documents identified in the related contract file; | ||
(c) | the contract is a legal, valid and binding obligation of the obligor and is enforceable in accordance with its terms, except as may be limited by laws affecting creditors’ rights generally or by general equity principles; | ||
(d) | the contract is not subject to any right of rescission, set-off, counterclaim or defense; |
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(e) | the manufactured home securing the contract is covered by hazard insurance described under“The Servicing Agreement - Hazard Insurance”in this prospectus supplement; | ||
(f) | the contract was either: |
(1) | originated by the originator or a manufactured housing dealer acting, to the knowledge of the originator, in the regular course of its business and purchased on an individual basis by the originator or the seller in the ordinary course of its business; or | ||
(2) | originated or acquired by the seller or the originator in the ordinary course of its business. |
(g) | the contract was neither originated in nor is subject to the laws of any jurisdiction whose laws would make the transfer of the contract or an interest therein to the depositor pursuant to the asset purchase agreement unlawful; | ||
(h) | the contract, as cured when required, complies with all requirements of applicable law; | ||
(i) | the obligation set forth in the contract has not been satisfied or subordinated in whole or in part, nor has the contract been rescinded, and the manufactured home securing the contract has not been released from the lien of the contract; | ||
(j) | the contract creates a valid and enforceable, except as may be limited by laws affecting creditors’ rights generally, first-priority security interest in favor of the originator or the seller in the manufactured home and real property securing the contract, if any; | ||
(k) | the security interest has been assigned to the indenture trustee, and, after the assignment, the indenture trustee has a valid and perfected first-priority security interest in the manufactured home and real property securing the contract, if any; | ||
(l) | immediately prior to the transfer of the contracts to the depositor, the seller owned the contract sold by it, free and clear of any encumbrance, equity, loan, pledge, charge, claim or security interest, and, immediately prior to the transfer of the contracts to the depositor, it was the sole owner thereof and had full right to transfer the contract to the depositor and, on the closing date, the indenture trustee will have a first priority perfected security interest in each asset; | ||
(m) | as of the cut-off date, there was no default, breach, violation or event permitting acceleration under the contract and no event which, with notice and the expiration of any grace or cure period, would constitute a default, breach, violation or event permitting acceleration, except payment delinquencies permitted by clause (a) above, and neither the originator nor the seller has waived any of the foregoing; | ||
(n) | as of the closing date, there were, to the knowledge of the originator, no liens or claims which have been filed for work, labor or materials affecting a manufactured home or real property securing the contract, if any, which are or may be liens prior to or equal with or subordinate to the lien of the contract; | ||
(o) | the contract is a fully-amortizing loan; | ||
(p) | the contract contains customary and enforceable provisions such as to render the rights and remedies of the holder thereof adequate for realization against the collateral of the benefits of the security; |
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(q) | the information contained in the contract schedule with respect to the contract is true and correct; | ||
(r) | there is only one original of the contract; | ||
(s) | the contract did not have a loan-to-value ratio at origination greater than 100%; | ||
(t) | the manufactured home related to the contract is not considered or classified as part of the real estate on which it is located under the laws of the jurisdiction in which it is located, unless it is subject to a Land-in-Lieu Contract or Land Home Contract or prohibited by state law, and as of the Closing Date the manufactured home is, to the knowledge of the originator, free of damage and in good repair; | ||
(u) | the related manufactured home is a “manufactured home” within the meaning of Section 5402(6) of Title 42 of the United States Code; | ||
(v) | the contract is secured by a “single family residence” within the meaning of Section 25(e)(10) of the Code; and | ||
(w) | no contract contained any provision providing for the payment of a prepayment fee or penalty upon the prepayment of a portion or all of the outstanding principal balance of that contract. |
(a) | the information contained in the asset schedule with respect to mortgage loan is true and correct; | ||
(b) | neither the seller nor the originator has assigned any interest or participation in any mortgage loan other than as contemplated in the transfer instrument, any subsequent transfer instrument or the asset purchase agreement (or if any such interest or participation has been assigned it has been released or will be released prior to or concurrently with the transfer of such mortgage loan pursuant to the transfer instrument, any subsequent transfer agreement or the asset purchase agreement); | ||
(c) | the mortgage note for each mortgage loan delivered to the seller, the depositor or the indenture trustee is the original mortgage note and is the only mortgage note evidencing the mortgage loan that has been manually signed by the related obligor. As of the cut-off date, there is no default, breach, violation or event of acceleration existing under any of the mortgage loan documents transferred to the indenture trustee or any event that with notice and expiration of any grace or cure period would result in such a default, breach, violation or event of acceleration; | ||
(d) | as of the cut-off date, no monthly payment on any mortgage loan was more than [59] days delinquent; | ||
(e) | each mortgage note and mortgage executed and delivered by an obligor in connection with a mortgage loan has been duly executed and delivered by the related obligor and constitutes a legal, valid and binding obligation of such obligor, enforceable against such obligor in accordance with its terms, except as may be limited by laws affecting creditors’ rights generally or by general equity principles; |
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(f) | each mortgage securing a mortgage loan has been duly recorded in the appropriate governmental recording office in the jurisdiction where the related mortgaged property is located or has been submitted to such recording office for recordation; | ||
(g) | if the mortgage securing a mortgage loan does not name the originator or the seller as the beneficiary or mortgagee, then a valid assignment, in recordable form, assigning the mortgage to the originator or the seller, has been duly recorded (or has been sent for recordation) in the appropriate records depository for the jurisdiction in which the related mortgaged property is located, and the originator or the seller has delivered to the depositor or its designee seller the original of such assignment accompanied by appropriate evidence that such assignment has been duly recorded (or a copy thereof certified by the appropriate records depository to be a true and complete copy of the recorded assignment) or a copy of the original assignment together with a certificate from an officer of the originator or the seller certifying that such assignment has been sent for recordation in the appropriate records depository, but that such recorded assignment has not been returned to the originator or the seller; | ||
(h) | no mortgage loan has been modified in any material respect since the date of its origination and no mortgage loan is presently subordinated in whole or in part to any other lien, nor has the mortgaged property securing any mortgage loan been released in whole or in part from the lien of the related mortgage; | ||
(i) | each mortgage contains customary and enforceable provisions which render the rights and remedies of the holder thereof adequate for the realization of the holder’s rights against the related mortgaged property in the event of a foreclosure or trustee’s sale of such property. Upon default by an obligor on a mortgage loan and foreclosure on, or trustee’s sale of, the related mortgaged property pursuant to proper procedures, the holder of the mortgage loan will be able to deliver good and merchantable title to the mortgaged property underlying that mortgage loan, except as may be limited by laws affecting creditors’ rights generally or by general equity principles; | ||
(j) | In connection with the origination of each mortgage loan, the originator complied with all applicable federal, state and local laws and regulations, including but not limited to those related to consumer credit, equal credit opportunity, real estate settlement procedures, truth-in-lending and usury; | ||
(k) | any appraisal of the mortgaged property underlying each mortgage loan was made at the time the mortgage loan was originated by an appraiser who met the minimum qualifications of Fannie Mae or Freddie Mac for appraisers of conventional residential mortgage loans; | ||
(l) | the assignment of each mortgage delivered to the indenture trustee or its custodian constitutes a legal, valid and binding assignment of the mortgage and creates, or upon recordation will create, a valid first priority security interest in favor of the trustee in such mortgage or vests ownership of such mortgage in the trustee; | ||
(m) | the mortgage securing each mortgage loan creates a valid and enforceable first lien on the related mortgaged property subject only to permitted encumbrances as defined in the asset purchase agreement; | ||
(n) | there are no mechanic’s or other liens against the related mortgaged property which are superior to or equal to the first lien of the related mortgage loan, except such liens that are expressly insured against by a title insurance policy; |
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(o) | there are no delinquent taxes, governmental assessments or municipal charges due and owing as to any mortgaged property; | ||
(p) | all improvements located on a mortgaged property that were considered in determining the appraised value of such mortgaged property lie within the boundary lines of, and comply with building restrictions applicable to, the mortgaged property. There is no violation of applicable zoning laws or regulations with respect to any mortgaged property. No improvements on adjoining properties encroach upon any mortgaged property in any respect so as to affect adversely the value or marketability of the mortgaged property; | ||
(q) | pursuant to the terms of each mortgage, the related mortgaged property is insured by an insurer acceptable to Fannie Mae against loss by fire and such other risks as are usually insured against by the broad form of extended coverage hazard insurance policy as is from time to time available. Such mortgaged property also is insured against flood hazards if the mortgaged property is in an area identified by the Secretary of Housing and Urban Development or the Director of the Federal Emergency Management Agency as subject to special flood hazards (and if flood insurance is available for real properties located in the area in which such mortgaged property is located); | ||
(r) | each mortgage loan is secured by a fee simple estate (or, if the mortgaged property is located in Hawaii or Maryland, a leasehold estate) and the related mortgaged property consists of a parcel of real property with a single family residence or a two- to four-family dwelling erected thereon; | ||
(s) | each mortgage loan is covered by either (i) an attorney’s opinion of title and abstract of title the form and substance of which is acceptable to Fannie Mae or (ii) a title insurance policy or other generally acceptable form of policy of insurance for the jurisdiction in which the related mortgaged property is located, issued by a title insurer qualified to do business in the jurisdiction where the related mortgaged property is located. No claims have been made under such title insurance policy, and no prior holder of the related mortgage, including the originator or the seller, has done, by act or omission, anything which would impair the coverage provided by such lender’s title insurance policy; | ||
(t) | as of the date hereof, no property securitizing a mortgage loan is subject to foreclosure, litigation, bankruptcy or insolvency proceedings or any workout or foreclosure agreement, and, to the best of the seller’s and the originator’s knowledge, the filing of a bankruptcy or insolvency proceeding that would result in any mortgage loan becoming subject to bankruptcy or insolvency proceedings is not imminent. |
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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 asset it is replacing, | ||
• | has an asset rate that is at least equal to the asset rate of the asset it is replacing, | ||
• | has a remaining term to scheduled maturity that is not greater than the remaining term to scheduled maturity of the asset it is replacing, and | ||
• | meets any other requirements that may be specified in the asset purchase agreement. |
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(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 related due period, the originator purchased under the contract purchase agreement on account of breaches of the originator’s representations and warranties, plus | ||
(iii) | all liquidation proceeds with respect to each contract that became a liquidated contract during the related due period. |
(i) | amounts payable to the indenture trustee to reimburse it for any tax imposed on the trust and paid by the indenture trustee; | ||
(ii) | the monthly servicing fee for that payment date; | ||
(iii) | liquidation expenses incurred and taxes and insurance on repossessed manufactured homes, advanced by the servicer for manufactured homes that are reimbursable to the servicer under the servicing agreement; | ||
(iv) | reimbursement to the servicer in respect of nonrecoverable advances to the extent permitted under the servicing agreement; | ||
(v) | that amount of collections received during the related due period and applied to remedy any deficiency in the interest payment amount and liquidation loss interest amounts due on any class of notes on the prior payment date; and | ||
(vi) | any amounts incorrectly deposited in the collection account. |
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(1) | the trustee fee and any indemnities and reimbursements (such indemnities and reimbursements subject to a cap of [$100,000] per annum) due to the indenture trustee; | ||
(2) | the monthly backup servicing fee to the backup servicer; | ||
(3) | concurrently, to each Class of Class A notes, the related interest payment amount for that payment date, pro rata based on the interest payment amount each class is entitled to receive, with any shortfall in the amount available being allocated pro rata on that basis; | ||
(4) | to the Class M-1 notes, the interest payment amount for the Class M-1 notes for that payment date; | ||
(5) | to the Class M-2 notes, the interest payment amount for the Class M-2 notes for that payment date; | ||
(6) | to the Class A notes, the Class A principal payment amount for that payment date sequentially in the following order of priority: |
(i) | to the Class A-1 notes, until the principal balance of the Class A-1 notes has been reduced to zero; |
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(ii) | to the Class A-2 notes, until the principal balance of the Class A-2 notes has been reduced to zero; | ||
(iii) | to the Class A-3 notes, until the principal balance of the Class A-3 notes has been reduced to zero; and | ||
(iv) | to the Class A-4 notes, until the principal balance of the Class A-4 notes has been reduced to zero; |
(7) | to the Class M-1 notes as follows: |
(i) | the Class M-1 liquidation loss interest amount for such payment date; | ||
(ii) | the Class M-1 principal payment amount for such payment date; |
(8) | to the Class M-2 notes as follows: |
(i) | the Class M-2 liquidation loss interest amount for such payment date; | ||
(ii) | the Class M-2 principal payment amount for such payment date; |
(9) | to the Class A-4 notes, the Class M-1 notes and the Class M-2 notes, in that order, the related available funds cap carry-forward amount for that payment date; | ||
(10) | to the indenture trustee any indemnities and reimbursement for expenses incurred in excess of the amount set forth in (1) above, without regard to the annual cap on such amounts; | ||
(11) | to the owner trustee any reimbursement for expenses incurred; and | ||
(12) | remaining amounts to the holders of the owner trust certificates. |
(1) | interest at the related note rate that accrued during the related interest accrual period on, in the case of the Class A notes, the related note balance and, in the case of the Class M notes, the related adjusted 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. |
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(1) | interest at the related note rate that accrued during the related interest period on the Class M-1 loss 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. |
(1) | interest at the related note rate that accrued during the related interest period on the Class M-2 loss 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. |
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(1) | the excess, if any, of (a) the amount of interest accrued thereon plus the amount of Class M-1 or Class M-2 liquidation loss interest amounts for such payment date calculated pursuant to clause (ii)(x) of the definition of note rate over (b) the amount of interest accrued thereon plus the amount of Class M-1 or Class M-2 liquidation loss interest amounts, in each case calculated at the available funds rate for that payment date; | ||
(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. |
S-70
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S-71
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(i) | the average sixty-day delinquency ratio test, as defined in the servicing agreement, as of the payment date exceeds %; | ||
(ii) | the aggregate of realized losses incurred since the cut-off date and as of the payment date exceed the following percentages of the aggregate principal balance of the contracts as of the cut-off date: payment dates commencing [ 20___] to and including [ 20___], %, payment dates commencing [ 20___] to and including [ 20___] , %, payment dates commencing [ 20___] to and including [ 20___] , % and each payment date thereafter, %; | ||
(iii) | the current realized loss ratio, as defined in the servicing agreement, as of the payment date exceeds %. |
• | all losses on each liquidated contract in the amount by which its liquidation proceeds, net of the related liquidation expenses, are less than its unpaid principal balance plus accrued and unpaid interest less the monthly servicing fee; and | ||
• | all delinquent payments on the contracts. |
S-72
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S-73
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S-74
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S-75
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S-76
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S-77
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S-78
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S-79
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Source of | ||||||||||||
Party Entitled | funds for | |||||||||||
to | General Purpose | payment of | ||||||||||
Fees and | Receive Fees | Fees and of | fees and | Amount of | Frequency | Priority of | ||||||
Expenses | and Expenses | Expenses | expenses | fee | of 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 [ ]% 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. | Collections in respect of the contracts | [ ] | Monthly | Prior to payments to noteholders |
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Source of | ||||||||||||
Party Entitled | funds for | |||||||||||
to | General Purpose | payment of | ||||||||||
Fees and | Receive Fees | Fees and of | fees and | Amount of | Frequency | Priority of | ||||||
Expenses | and Expenses | Expenses | expenses | fee | of Payment | Payment | ||||||
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 $[ ] for the first year, $[ ] for the second year and $[ ] annually thereafter | [Monthly] [Annually] | Prior to payments to noteholders | ||||||
Backup Servicer Fee | Backup Servicer | As consideration for serving as the backup servicer for the contracts and other assets of the issuing entity | Collections in respect of the contracts | an aggregate monthly fee paid calculated at [ ]% 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 |
S-81
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S-82
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S-83
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S-84
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Class | Selling Concession | Reallowance Discount | ||||||
A-1 | % | % | ||||||
A-2 | % | % | ||||||
A-3 | % | % | ||||||
A-4 | % | % | ||||||
M-1 | % | % | ||||||
M-2 | % | % |
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Class | [___________] | [___________] | ||
A-1 | ||||
A-2 | ||||
A-3 | ||||
A-4 | ||||
M-1 | ||||
M-2 |
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S-87
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accounts | S-49 | |||
adjustable rate assets | S-23 | |||
adjusted note balance | S-58 | |||
amount available | S-55 | |||
asset purchase agreement | S-69 | |||
asset rates | S-21 | |||
assets | S-3, S-20 | |||
available | S-59 | |||
available funds rate | S-59 | |||
backup servicer | S-4 | |||
beneficial owner | S-48 | |||
book-entry notes | S-48 | |||
chattel contracts | S-11 | |||
chattel paper | S-49 | |||
class | S-3 | |||
Class A note balance | S-58 | |||
Class A principal payment amount | S-59 | |||
Class A target balance | S-59 | |||
Class M-1 adjusted note balance | S-58 | |||
Class M-1 liquidation loss interest amount | S-58 | |||
Class M-1 loss balance | S-58 | |||
Class M-1 principal payment amount | S-59 | |||
Class M-1 target balance | S-60 | |||
Class M-2 adjusted note balance | S-58 | |||
Class M-2 liquidation loss interest amount | S-58 | |||
Class M-2 loss balance | S-58 | |||
Class M-2 principal payment amount | S-59 | |||
Class M-2 target balance | S-60 | |||
closing date | S-5 | |||
Code | S-70 | |||
collection account | S-54 | |||
Comparable Appraisal Program | S-12 | |||
contracts | S-20 | |||
cut-off date | S-5 | |||
definitive note | S-48 | |||
depositor | S-4 | |||
determination date | S-55 | |||
disqualified persons | S-72 | |||
DOL regulations | S-72 | |||
DTC | S-48 | |||
due period | S-6, S-56 | |||
equity interest | S-72 | |||
ERISA | S-72 | |||
ERISA plans | S-72 | |||
event of default | S-67 | |||
fixed rate assets | S-22 | |||
general intangibles | S-49 | |||
home only loans | S-11 | |||
indenture | S-67 | |||
indenture trustee | S-4 | |||
insolvency event | S-66 | |||
interest accrual period | S-58 |
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interest payment amount | S-57 | |||
issuer | S-3 | |||
land and home contracts | S-11 | |||
land-and-home contract | S-20 | |||
last scheduled payment date | S-3 | |||
liquidated contract | S-60 | |||
liquidation expenses | S-56 | |||
liquidation loss amount | S-62 | |||
loan sources | S-10 | |||
loan-to-invoice ratio | S-22 | |||
loan-to-value ratio | S-22 | |||
manufactured home | S-51 | |||
manufactured housing contracts | S-20 | |||
MHP | S-41 | |||
modeling assumptions | S-42 | |||
mortgage loans | S-20 | |||
mortgage loan-to-value ratio | S-22 | |||
mortgage related securities | S-9 | |||
NADA | S-12 | |||
nonrecoverable advance | S-64 | |||
note balance | S-58 | |||
note owners | S-48 | |||
note rate | S-58 | |||
noteholder | S-48 | |||
notes | S-4 | |||
Origen | S-9 | |||
Origen Servicing | S-15 | |||
originator | S-3, S-9 | |||
overcollateralization | S-62 | |||
overcollateralization target amount | S-60 | |||
owner trust certificates | S-10 | |||
owner trustee | S-19, S-20 | |||
parent REIT | S-71 | |||
parties in interest | S-72 | |||
payment date | S-5, S-6 | |||
plans | S-72 | |||
pool principal balance | S-60 | |||
principal balance | S-60 | |||
qualified REIT subsidiary | S-70 | |||
rating agency | S-75 | |||
record date | S-48 | |||
Relief Act | S-6 | |||
required principal payment amount | S-60 | |||
seller | S-4, S-9 | |||
servicer | S-4, S-9 | |||
servicer event of default | S-65 | |||
servicing agreement | S-63 | |||
servicing fee rate | S-64 | |||
single family residence | S-51 | |||
SMMEA | S-16 | |||
sponsor | S-4 | |||
stepdown date | S-60 | |||
subservicer | S-19 | |||
tax favored plans | S-72 | |||
TMP | S-70 | |||
trigger event | S-60 |
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trust | S-3 | |||
trust agreement | S-10 | |||
trust estate | S-5 | |||
underwriting agreement | S-74 |
S-90
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TAX DOCUMENTATION PROCEDURES
S-91
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S-92
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S-93
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S-94
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S-95
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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 | 36 | |||
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 | 41 |
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Page | ||||
Hedge Agreements | 41 | |||
UNDERWRITING POLICIES | 41 | |||
Origen’s Contract Underwriting Guidelines | 41 | |||
General Underwriting Standards for Mortgage Loans | 41 | |||
STATIC POOL INFORMATION | 42 | |||
SERVICING OF CONTRACTS AND MORTGAGE LOANS | 42 | |||
Origen Servicing, Inc.’s Collection Procedures | 42 | |||
Deposits To And Withdrawals From The Collection Account | 43 | |||
Servicing Advances | 44 | |||
Delinquency Advances; No Delinquency Advances Unless Otherwise Provided In A Prospectus Supplement | 44 | |||
Maintenance Of Hazard Insurance Policies | 45 | |||
Realization Upon Defaulted Assets | 45 | |||
Enforcement Of Due-On-Sale Clauses | 45 | |||
Servicing Compensation | 46 | |||
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 | 50 | |||
The Trustee | 51 | |||
Duties Of The Trustee | 52 | |||
Resignation Of Trustee | 52 | |||
Amendment Of Agreement | 52 | |||
Voting Rights | 52 | |||
List Of Holders | 52 | |||
REMIC Administrator | 53 | |||
Termination | 53 | |||
CERTAIN LEGAL ASPECTS OF CONTRACTS AND MORTGAGE LOANS | 53 | |||
The Contracts | 54 | |||
The Mortgage Loans | 58 | |||
Consumer Protection Laws with respect to Assets | 61 | |||
Anti-Deficiency Legislation and Other Limitations on Lenders | 62 | |||
Servicemembers Civil Relief Act and Similar State-Enacted Legislation | 63 | |||
Environmental Considerations | 63 | |||
Enforceability of Prepayment and Late Payment Fees | 64 | |||
Equitable Limitations on Remedies | 64 | |||
Secondary Financing; Due-on-Encumbrance Provisions | 65 | |||
Alternative Mortgage Instruments | 65 | |||
Forfeitures in Drug and RICO Proceedings | 66 | |||
Certain Legal Aspects of the Financial Assets | 66 | |||
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 | 73 | |||
Grantor Trusts | 98 | |||
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 | 111 | |||
AVAILABLE INFORMATION | 111 | |||
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE | 111 | |||
PLAN OF DISTRIBUTION | 112 | |||
LEGAL INVESTMENT CONSIDERATIONS | 112 | |||
REPORTS TO SECURITYHOLDERS | 113 | |||
LEGAL MATTERS | 113 |
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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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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 |
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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 |
PART II | ||||||||
Item 14. Other Expenses of Issuance and Distribution | ||||||||
Item 15. Indemnification of Directors and Officers | ||||||||
Item 16.Exhibits | ||||||||
Item 17. Undertakings | ||||||||
SIGNATURES |
INFORMATION NOT REQUIRED IN PROSPECTUS
SEC Registration | $ | 30,700 | ||
Printing and Engraving | $ | 100,000 | ||
Accounting Fees and Expenses | $ | 350,000 | ||
Legal Fees and Expenses | $ | 550,000 | ||
Trustee Fees and Expenses | $ | 200,000 | ||
Rating Agency Fees | $ | 700,000 | ||
Miscellaneous | $ | 100,000 | ||
TOTAL | $ | 2,030,700 |
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1.1 | Form of Underwriting Agreement* | |
3.1 | Certificate of Incorporation of Registrant* | |
3.2 | By-Laws of Registrant* | |
4.1 | Form of Pooling and Servicing Agreement* | |
4.2 | Form of Indenture* | |
5.1 | Legality Opinion of Hunton & Williams LLP* | |
8.1 | Tax Opinion of Hunton & Williams LLP re: Adequacy of Prospectus Disclosure* | |
8.2 | Tax Opinion of Hunton & Williams LLP re: REMIC Certificates* | |
8.3 | Tax Opinion of Hunton & Williams LLP re: Non-REMIC Certificates* | |
8.4 | Tax Opinion of Hunton & Williams LLP re: Notes* | |
23.1 | Consent of Hunton & Williams LLP is contained in their opinions filed as Exhibits 5.1, 8.1, 8.2, 8.3 and 8.4* | |
24.1 | Power of Attorney (contained on signature page)* | |
99.1 | Form of Servicing Agreement (Collateralized Notes)* | |
99.2 | Form of Trust Agreement (Collateralized Notes)* | |
99.3 | Form of Asset Purchase Agreement* |
* | Previously filed in connection with Registration No. 333-117573 and incorporated herein by reference. |
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ORIGEN RESIDENTIAL SECURITIES, INC. | ||||
(Registrant) | ||||
/s/ W. Anderson Geater | ||||
Name: W. Anderson Geater | ||||
Title: Director, Secretary & Treasurer |
Signature | Capacity | Date | ||
/s/ W. Anderson Geater | Director, Secretary and Treasurer | August 2, 2007 | ||
W. Anderson Geater | (Principal Financial Officer and Principal Accounting Officer) | |||