EXHIBIT 1.1
ORIGEN RESIDENTIAL SECURITIES, INC.
$200,646,000 (Approximate)
Origen Manufactured Housing Contract
Trust Notes, Series ▇▇▇▇-▇
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August 24, 2006
Citigroup Global Markets Inc.
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Dear Sir or Madam:
Origen Manufactured Housing Contract Trust 2006-A (the "Issuer"), a
Delaware statutory trust, proposes to issue Origen Manufactured Housing Contract
Trust Collateralized Notes, Series 2006-A (the "Notes"), under an Indenture (the
"Indenture") dated as of August 1, 2006 between the Issuer and JPMorgan Chase
Bank as indenture trustee (the "Indenture Trustee"). The Issuer was formed
pursuant to a Trust Agreement, dated as of August 1, 2006 (the "Trust
Agreement"), among Wilmington Trust Company, as owner trustee, JPMorgan Chase
Bank, as certificate paying agent and certificate registrar, and Origen
Residential Securities, Inc. (the "Company"), as depositor. The Company hereby
proposes to sell the Notes to you (the "Underwriter"). The Notes are designated
as the Class A-1 Notes and the Class A-2 Notes.
Payments on the Notes will be secured by a trust estate consisting
primarily of a segregated pool (the "Contract Pool") of manufactured housing
installment sales contracts and installment loan agreements (the "Contracts")
and an interest rate swap agreement (the "Swap Agreement") and which will have
the benefit of a financial guaranty insurance policy issued by Ambac Assurance
Corporation (the "Policy"). Each Contract provides for an original term to
maturity of not greater than 30 years. The Contracts will be acquired by the
Company from Origen Securitization Company, LLC (the "Seller") in exchange for
immediately available funds representing the purchase price and the Owner Trust
Certificates of the Issuer (which will be delivered to the Seller's designee).
The Seller has acquired the Contracts from Origen Financial L.L.C. (the
"Originator" and, together with the Company and the Seller, the "Origen
Companies"; the Origen Companies also referred to herein individually as an
"Origen Company"). The Notes are described more fully in Schedule I hereto. The
Notes are more fully discussed in a registration statement which the Company has
furnished to you. This is to confirm the arrangements with respect to your
purchase of the Notes.
Capitalized terms used but not defined herein shall have the meanings
assigned thereto in Appendix A to the Indenture.
1. Representations and Warranties: The Origen Companies represent and
warrant to, and agree with, the Underwriter that:
(a) The Company has filed with the Securities and Exchange Commission (the
"Commission") a registration statement on Form S-3 (the file number of
which is set forth on Schedule A hereto), for the registration of the Notes
under the Securities Act of 1933, as amended (the "1933 Act"), which
registration statement has become effective and copies of which have
heretofore been delivered to you. Such registration statement, as amended
as of the date hereof, meets the requirements set forth in Rule
415(a)(1)(vii) under the 1933 Act and complies in all other material
respects with the 1933 Act and the rules and regulations thereunder. The
Company proposes to file with the Commission pursuant to Rule 424 under the
1933 Act a supplement to the form of prospectus included in such
registration statement relating to the Notes and the plan of distribution
thereof, and has previously advised you of all further information
(financial and other) with respect to the Notes and the Contract Pool to be
set forth therein. Such registration statement, including the exhibits
thereto, as amended as of the date hereof, is hereinafter called the
"Registration Statement"; the prospectus included in the Registration
Statement after the Registration Statement, as amended, became effective,
or as subsequently filed with the Commission pursuant to Rule 424 under the
1933 Act, is hereinafter called the "Basic Prospectus"; the form of
prospectus supplemented by the supplement to the form of prospectus
relating to the Notes, in the form in which it shall be first filed with
the Commission pursuant to Rule 424 (including the Basic Prospectus as so
supplemented and the Static Pool Information (as defined in Section 9)) is
hereinafter called a "Final Prospectus." Any preliminary form of any Final
Prospectus that has heretofore been filed pursuant to Rule 424 or, prior to
the effective date of the Registration Statement, pursuant to Rule 402(a)
or 424(a), is hereinafter called a "Preliminary Final Prospectus." The
Company will file with the Commission within four days of the issuance of
the Notes a report on Form 8-K setting forth specific information
concerning the Notes and the Contract Pool to the extent that such
information is not set forth in the Final Prospectus.
The Company has prepared the Free Writing Prospectus dated August 21,
2006 (the "Time of Sale Prospectus") to be used by the Underwriter at or
prior to the time a Contract of Sale is entered into (the "Time of Sale").
If, subsequent to the date of this Agreement, the Company and the
Underwriter have determined that the information in the Time of Sale
Prospectus included an untrue statement of material fact or omitted to
state a material fact necessary in order to make the statements therein, in
the light of the circumstances under which they were made, not misleading
and have terminated their old purchase contracts and entered into new
purchase contracts with purchasers of the Notes, then "Time of Sale
Prospectus" will refer to the information available to purchasers at the
time of entry into the first such new purchase contract, including any
information that corrects such material misstatements or omissions
("Corrective Information").
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(b) As of the date hereof, the Time of Sale, when the Final Prospectus is
first filed pursuant to Rule 424 under the 1933 Act, when, prior to the
Closing Date (as hereinafter defined), any amendment to the Registration
Statement becomes effective, when any supplement to the Final Prospectus is
filed with the Commission, and at the Closing Date, (i) the Registration
Statement, as amended as of any such time, the Time of Sale Prospectus as
amended or supplemented as of any such time, the Final Prospectus, as
amended or supplemented as of any such time, and the Static Pool
Information comply and will comply in all material respects with the
applicable requirements of the 1933 Act and the rules and regulations
thereunder, (ii) the Time of Sale Prospectus and Static Pool Information,
as amended as of any such time, does not and will not contain any untrue
statement of material fact and does not and will not omit to state any
material fact required to be stated therein or necessary in order to make
the statements therein not misleading, as amended or supplemented as of any
such time; and (iii) the Final Prospectus, as amended or supplemented as of
any such time, does not and will not contain any untrue statement of a
material fact and does not and will not omit to state a material fact
necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading; provided, however, that the
Origen Companies make no representations or warranties as to (i) the
information contained in or omitted from the Registration Statement, the
Time of Sale Prospectus or the Final Prospectus or any amendment thereof or
supplement thereto in reliance upon and in conformity with the information
furnished in writing to the Company by or on behalf of the Underwriter
specifically for use in connection with the preparation of the Registration
Statement and the Final Prospectus as set forth on Exhibit A hereto (the
"Underwriter's Information") or (ii) Derived Information in the Term Sheet.
(c) Each of the Origen Companies has been duly incorporated and is validly
existing as a corporation or limited liability company in good standing
under the laws of the State of Delaware with full power and authority
(corporate and other) to own its properties and conduct its business as now
conducted by it and to enter into and perform its obligations under each of
the following agreements to which it is a party: (i) this agreement, (ii)
the Asset Purchase Agreement, dated as of August 1, 2006 (the "Purchase
Agreement"), among the Company, the Originator and the Seller (iii) the
Indenture, (iv) the Servicing Agreement, dated as of August 1, 2006 (the
"Servicing Agreement"), among Origen Financial L.L.C., as servicer (the
"Servicer"), Origen Servicing, Inc. (the "Subservicer"), the Issuer and the
Indenture Trustee, (v) the Trust Agreement, (vi) the agreements related to
the issuance of the Policy(as defined below)(the "Insurance Agreements")
and (vii) the Swap Agreement (this agreement, the Purchase Agreement the
Servicing Agreement, the Indenture, the Trust Agreement, the Insurance
Agreement and the Swap Agreement individually, an "Agreement" and
collectively, the "Agreements"); and none of the Origen Companies has
received any notice of proceedings relating to the revocation or
modification of any license, certificate, authority or permit applicable to
its owning such properties or conducting such business which singly or in
the aggregate, if the subject of an unfavorable decision, ruling or
finding, would materially and adversely affect the conduct of the business,
operations, financial condition or income of such Origen Company.
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(d) As of the date hereof, the Time of Sale, when the Final Prospectus is
first filed pursuant to Rule 424 under the 1933 Act, when, prior to the
Closing Date (as hereinafter defined), any amendment to the Registration
Statement becomes effective, when any supplement to the Final Prospectus is
filed with the Commission, and at the Closing Date, there has not and will
not have been (i) any request by the Commission for any further amendment
of the Registration Statement or the Final Prospectus or for any additional
information, (ii) any issuance by the Commission of any stop order
suspending the effectiveness of the Registration Statement or the
institution or threatening of any proceeding for that purpose or (iii) any
notification with respect to the suspension of the qualification of the
Notes for sale in any jurisdiction or the initiation or threatening of any
proceeding for such purpose.
(e) Each of the Agreements when executed and delivered as contemplated
hereby and thereby will have been, duly authorized, executed and delivered
by each Origen Company that is a party to such Agreement and each
constitutes, or will constitute when so executed and delivered, a legal,
valid and binding agreement of that Origen Company, enforceable against
such Origen Company in accordance with its terms, except as enforceability
may be limited by (i) bankruptcy, insolvency, liquidation, receivership,
moratorium, reorganization or other similar laws affecting the enforcement
of the rights of creditors, (ii) general principles of equity, whether
enforcement is sought in a proceeding in equity or at law and (iii) public
policy considerations underlying the securities laws, to the extent that
such public policy considerations limit the enforceability of the
provisions of such Agreement that purport to provide indemnification from
securities law liabilities.
(f) The Notes and each of the Agreements will conform in all material
respects to the description thereof contained in the Time of Sale
Prospectus, the Final Prospectus, and the Notes, when duly and validly
authorized, executed, authenticated and delivered in accordance with the
Indenture and paid for by the Underwriter as provided herein, will be
entitled to the benefits of the Indenture. On the Closing Date, the Trust
Agreement will be effective to establish the Trust as a valid trust under
the laws of the State of Delaware.
(g) As of the Closing Date, the Contracts will meet the criteria for
selection described in the Time of Sale Prospectus and the Final
Prospectus.
(h) Neither the issuance and sale of the Notes, nor the execution and
delivery by any of the Origen Companies of each Agreement to which it is a
party, nor the consummation by any Origen Company of any of the
transactions herein or therein contemplated, nor compliance by the Origen
Companies with the provisions hereof or thereof, will conflict with or
result in a breach of any term or provision of the certificate of
incorporation, by-laws or operating agreement of any Origen Company or
conflict with, result in a breach, violation or acceleration of or
constitute a default under, the terms of any indenture or other agreement
or instrument to which an Origen Company or any of its affiliates is a
party or by which it or any of them is bound, or any statute, order or
regulation applicable
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to such Origen Company or any of its affiliates of any court, regulatory
body, administrative agency or governmental body having jurisdiction over
the Company or any of its affiliates. None of the Origen Companies nor any
of their affiliates is a party to, bound by or in breach or violation of
any indenture or other agreement or instrument, or subject to or in
violation of any statute, order or regulation of any court, regulatory
body, administrative agency or governmental body having jurisdiction over
it, which materially and adversely affects, or may in the future materially
and adversely affect, (i) validity or enforceability of, or the ability of
the Origen Companies to perform their obligations under, this Agreement,
the Purchase Agreement or the Trust Agreement or (ii) the business,
operations, financial conditions, properties or assets of the Origen
Companies.
(i) There are no actions or proceedings against, or investigations of, any
Origen Company pending, or, to the knowledge of an Origen Company,
threatened, before any court, administrative agency or other tribunal (i)
asserting the invalidity of any of the Agreements to which it is a party or
the Notes, (ii) seeking to prevent the issuance of the Notes or the
consummation of any of the transactions contemplated by any of the
Agreements to which it is a party, (iii) that might materially and
adversely affect the performance by an Origen Company of its obligations
under, or the validity or enforceability of, any Agreement to which it is a
party or the Notes, or (iv) seeking to affect adversely the federal income
tax attributes of the Notes as described in the Time of Sale Prospectus and
the Final Prospectus.
(j) Since the date as of which information is given in the Registration
Statement, the Time of Sale Prospectus or the Final Prospectus, there has
not been any material adverse change in the business, operations, financial
condition, properties or assets of any of the Origen Companies.
(k) Any taxes, fees and other governmental charges payable by the Origen
Companies in connection with the execution, delivery and issuance of this
Agreement, the Purchase Agreement and the Trust Agreement or the execution,
delivery and sale or transfer of the Notes have been or will be paid at or
prior to the Closing Date.
(l) None of the Issuer or the Origen Companies is, and the issuance and
sale of the Notes in the manner contemplated by the Time of Sale Prospectus
and the Final Prospectus will not cause any of the Issuer or the Origen
Companies to be, subject to registration or regulation as an investment
company or affiliate of an investment company under the Investment Company
Act of 1940, as amended (the "Investment Company Act").
(m) Any certificate signed by an officer of the Issuer or any of the Origen
Companies Company and delivered to an Underwriter or counsel for the
Underwriters in connection with an offering of the Notes shall be deemed,
and shall state that it is, a representation and warranty as to the matters
covered thereby to each person to whom the representations and warranties
in this Section 1 are made.
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(n) Since the date as of which information is given in the Time of Sale
Prospectus and the Final Prospectus, there has not been any material
adverse change in the general affairs, management, financial condition, or
results of operations of the Origen Companies, otherwise than as set forth
or contemplated in the Time of Sale Prospectus and the Final Prospectus, as
supplemented or amended as of the Closing Date.
(o) The Time of Sale Prospectus was, and the Final Prospectus delivered to
the Underwriter for use in connection with this offering will be, identical
to the versions of the Time of Sale Prospectus and Final Prospectus created
to be transmitted to the Commission for filing via the Electronic Data
Gathering Analysis and Retrieval System ("▇▇▇▇▇"), except to the extent
permitted by Regulation S-T.
(p) No Origen Company has taken, and will not take, directly or indirectly,
any action which is designed to or which has constituted or which might
reasonably be expected to cause or result in stabilization or manipulation
of the price of any security of an Origen Company to facilitate the sale or
resale of the Notes.
(q) Neither an Origen Company nor any of its affiliates (i) is required to
register as a "broker" or "dealer" in accordance with the provisions of the
Exchange Act, or the rules and regulations thereunder (the "Exchange Act
Regulations"), or (ii) directly, or indirectly through one or more
intermediaries, controls or has any other association with (within the
meaning of Article I of the Bylaws of the NASD) any member firm of the
NASD.
(r) No Origen Company has relied upon the Underwriter for any legal, tax or
accounting advice in connection with the offering and sale of the Notes.
(s) The Pool Information is accurate, true and correct.
(t) The Company is not, and on the date on which the first bona fide offer
of the Notes is made and on the Closing Date will not be, an "ineligible
issuer", as defined in Rule 405 under the Securities Act.
2. Purchase and Sale. Subject to the terms and conditions and in reliance
upon the representations and warranties set forth herein, the Company agrees to
sell to the Underwriter, and the Underwriter agrees to purchase from the Company
on the Closing Date, at the purchase price to public less the underwriting
discounts and commission for each class set forth in Schedule II hereto, the
Notes set forth in Schedule II hereto.
3. Delivery and Payment. Delivery of and payment for the Notes shall be
made in the manner, on the date and at the time specified in Schedule I hereto
(or such later date not later than seven business days after such specified date
as the Underwriter shall designate), which date and time may be postponed by
agreement between the Underwriter and the Company or as provided in Section 9
hereof (such date and time of delivery and payment for the Notes being herein
called the "Closing Date"). Delivery of the Notes, as set forth on Schedule I
hereto, shall be made to the
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Underwriter against payment in same day Federal funds by the Underwriter of the
purchase price. The Notes shall be registered in such names and in such
authorized denominations as the Underwriter may request not less than three full
business days in advance of the Closing Date.
The Company agrees to have the Notes available for inspection,
checking and packaging by the Underwriter in New York, New York, not later than
1:00 p.m. New York time on the business day prior to the Closing Date.
4. Offering by Underwriter.
(a) It is understood that the Underwriter proposes to offer the Notes for
sale to the public as set forth in the Time of Sale Prospectus and the
Final Prospectus.
(b) It is understood that at or prior to the Time of Sale, the Underwriter
will have provided to prospective investors the Time of Sale Prospectus in
connection with their offering of the Notes.
(c) The Underwriter shall not enter into a Contract of Sale with any
potential investor unless the Underwriter has conveyed the Time of Sale
Prospectus to such potential investor prior to such Contract of Sale.
(d) The Underwriter agrees that:
(i) Unless preceded or accompanied by a prospectus satisfying the
requirements of Section 10(a) of the Securities Act, the Underwriter
shall not convey or deliver any written communication to any person in
connection with the initial offering of the Notes, unless such written
communication (1) is made in reliance on Rule 134 under the Securities
Act, (2) constitutes a prospectus satisfying the requirements of Rule
430B under the Securities Act, (3) constitutes ABS ICM or (4)
constitutes a Free Writing Prospectus.
(ii) The Underwriter will deliver to the Company, no later than one
business day prior to the filing date thereof, (A) any Free Writing
Prospectus prepared by or on behalf of such Underwriter that contains
any Issuer Information not included in the Term Sheet and (B) any Free
Writing Prospectus or portion thereof that contains only a description
of the final terms of the Notes. Notwithstanding the foregoing, any
Free Writing Prospectus that contains only ABS ICM may be delivered by
the Underwriter to the Company or its counsel not later than the later
of (1) one business day prior to the due date for filing of the
Prospectus pursuant to Rule 424(b) under the Act or (2) the date of
first use of such Free Writing Prospectus.
(iii) The Underwriter may disseminate information on Bloomberg and any
other similar proprietary system to prospective investors relating
solely to (i) information of the type identified in Rule 134 of the
Act, (ii) information included
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in the Time of Sale Prospectus, (iii) the status of allocations and
subscriptions of the Notes and information relating to the class,
size, rating, price, CUSIPS, coupon, yield, spread, benchmark, status
and/or legal maturity date of the Offered Notes, the weighted average
life, expected final payment date, the trade date and payment window
of one or more classes of the Notes, the eligibility of the Notes to
be purchased by ERISA plans and a column or other entry showing the
status of the subscriptions for the Notes (both for the issuance as a
whole and for the Underwriter's retention) and/or expected pricing
parameters of the Notes, and (iv) information constituting final terms
of the Notes within the meaning of Rule 433(d)(5)(ii) under the Act;
provided, however, that any information described in this Section
4(d)(iii) shall contain a legend in substantially the form described
in Section 4(e) below and either shall be information that is in a
term sheet or free writing prospectus filed by the Company with the
Commission or (y) if such information is required to be filed, shall
be delivered to the Company for filing.
The Underwriter may, or if requested by the Company shall, provide copies
of the foregoing in a consolidated or aggregated form including all
information described above.
(e) The Company and the Underwriter agree that:
(i) any Free Writing Prospectus prepared by it will contain a legend
in substantially the following form:
THE ISSUING ENTITY HAS FILED A REGISTRATION STATEMENT (INCLUDING A
PROSPECTUS) WITH THE SEC FOR THE OFFERING TO WHICH THIS FREE WRITING
PROSPECTUS RELATES. BEFORE YOU INVEST, YOU SHOULD READ THE PROSPECTUS
IN THAT REGISTRATION STATEMENT AND OTHER DOCUMENTS THE ISSUING ENTITY
HAS FILED WITH THE SEC FOR MORE COMPLETE INFORMATION ABOUT THE ISSUER
AND THIS OFFERING. YOU MAY GET THESE DOCUMENTS FOR FREE BY VISITING
▇▇▇▇▇ ON THE SEC WEB SITE AT ▇▇▇.▇▇▇.▇▇▇. ALTERNATIVELY, THE
DEPOSITOR, ANY UNDERWRITER OR ANY DEALER PARTICIPATING IN THE OFFERING
WILL ARRANGE TO SEND YOU THE PROSPECTUS IF YOU REQUEST IT BY CALLING
TOLL-FREE ▇-▇▇▇-▇▇▇-▇▇▇▇, EXT.9519.
(ii) Notwithstanding any other provisions herein, the Issuer will not
be required to file any Free Writing Prospectus that does not contain
substantive changes from or additions to a Free Writing Prospectus
previously filed with the Commission.
(iii) The Issuer and the Underwriter agree that the Term Sheet
constitutes an Issuer Free Writing Prospectus.
5. Agreements. The Origen Companies agree with the Underwriter that:
(a) The Company will not file any amendment or supplement to the
Registration Statement, the Time of Sale Prospectus or the Final
Prospectus, unless the Company has furnished to you a copy for your review
prior to filing, and will not file or distribute any
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such proposed amendment or supplement to which you reasonably object.
Subject to the foregoing sentence, the Company will cause the Time of Sale
Prospectus to be transmitted to the Commission for filing within the time
periods specified by Rule 433 under the 1933 Act, any Preliminary Final
Prospectus and the Final Prospectus to be transmitted to the Commission for
filing within the time periods specified by Rule 424 under the 1933 Act and
will file all ABS ICM with the Commission on Form 8-K concurrently with the
filing of each respective Final Prospectus under Rule 424(b) under the 1933
Act. The Company will promptly advise the Underwriter (i) when the Time of
Sale Prospectus and the Final Prospectus shall have been filed or
transmitted to the Commission for filing pursuant to Rule 433, (ii) when
any Preliminary Final Prospectus and the Final Prospectus shall have been
filed or transmitted to the Commission for filing pursuant to Rule 424,
(iii) when any amendment to the Registration Statement shall have become
effective, (iv) of any request by the Commission for any amendment of the
Registration Statement or the Final Prospectus or for any additional
information, (v) of the issuance by the Commission of any stop order
suspending the effectiveness of the Registration Statement or the
institution or threatening of any proceeding for that purpose and (vi) of
the receipt by the Company of any notification with respect to the
suspension of the qualification of the Notes for sale in any jurisdiction
or the initiation or threatening of any proceeding for such purpose. The
Company will use its best efforts to prevent the issuance of any such stop
order or suspension and, if issued, to obtain as soon as possible the
withdrawal thereof.
(b) If, at any time when a prospectus relating to the Notes is required to
be delivered under the 1933 Act, any event occurs as a result of which any
Time of Sale Prospectus or Final Prospectus as then amended or supplemented
would include any untrue statement of a material fact or omit to state any
material fact necessary to make the statements therein in the light of the
circumstances under which they were made not misleading, or if it shall be
necessary to amend or supplement the Time of Sale Prospectus or Final
Prospectus to comply with the 1933 Act or the rules and regulations
thereunder, the Company will promptly prepare and file with the Commission,
subject to paragraph (a) of this Section 5, an amendment or supplement that
will correct such statement or omission or an amendment that will effect
such compliance and, if such amendment or supplement is required to be
contained in a post-effective amendment of the Registration Statement, will
use its best efforts to cause such amendment of the Registration Statement
to be made effective as soon as possible.
(c) The Company will (i) furnish to the Underwriter and counsel for the
Underwriter, without charge, upon reasonable request, signed copies of the
Registration Statement (including exhibits thereto) and each amendment
thereto that shall become effective on or prior to the Closing Date and, so
long as delivery of a prospectus by an Underwriter or dealer in connection
with the Notes may be required by the 1933 Act, as many copies of the Time
of Sale Prospectus, the Final Prospectus and any amendments thereof and
supplements thereto as the Underwriter may reasonably request, and (ii)
file promptly all reports and any definitive proxy or information
statements required to be filed by the Company with the Commission pursuant
to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of
1934, as amended (the "1934 Act"), subsequent to the date of
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the Final Prospectus and for so long as the delivery of a prospectus by an
Underwriter or dealer in connection with the Notes may be required under
the 1933 Act.
(d) The Company agrees that, so long as the Notes shall be outstanding, it
will deliver to the Underwriter the annual statement as to compliance
delivered to the Indenture Trustee pursuant to Section 3.15 of the
Servicing Agreement and the annual statement of a firm of independent
public accountants furnished to the Indenture Trustee pursuant to Section
3.16 of the Servicing Agreement, as soon as such statements are furnished
to the Company. The Company will request that the Servicer and the
Indenture Trustee furnish to the Underwriter any monthly reports furnished
to Noteholders pursuant to the Servicing Agreement and the Indenture.
(e) The Company will furnish such information, execute such instruments and
take such action, if any, as may be required to qualify the Notes for sale
under the laws of such jurisdictions as the Underwriter may designate and
will maintain such qualifications in effect so long as required for the
distribution of the Notes; provided, however, that the Company shall not be
required to qualify to do business in any jurisdiction where it is not now
so qualified.
(f) The Origen Companies will pay all costs and expenses in connection with
the transactions herein contemplated, including, but not limited to: the
fees and disbursements of its counsel; the costs and expenses of printing
(or otherwise reproducing) and delivering the Indenture, the Trust
Agreement, the Servicing Agreement and the Notes; accounting fees and
disbursements; the costs and expenses in connection with the qualification
or exemption of the Notes under state securities or blue sky laws,
including filing fees and reasonable fees and disbursements of counsel in
connection with the preparation of any blue sky survey and in connection
with any determination of the eligibility of the Notes for investment by
institutional investors and the preparation of any legal investment survey;
the expenses of printing any such blue sky survey and legal investment
survey; the costs and expenses in connection with the preparation, printing
and filing of the Registration Statement (including exhibits thereto), the
Basic Prospectus, the Time of Sale Prospectus and the Final Prospectus, the
preparation and printing of this Agreement and the furnishing to the
Underwriter of such copies of each Time of Sale Prospectus and the Final
Prospectus as the Underwriter may reasonably request, the fees of each
nationally recognized statistical rating organization identified in the
Final Prospectus (individually and collectively, the "Rating Agency") as
having rated the Notes and the fees of counsel to the Underwriter. Except
as provided in Section 7 hereof, the Underwriter shall be responsible for
paying all costs and expenses incurred by them in connection with the
offering of the Notes.
(g) (i) The Company will file with the Commission (A) any Issuer Free
Writing Prospectus; (B) any Free Writing Prospectus or portion thereof
delivered by the Underwriter to the Company pursuant to Section 4(d)(ii);
and (C) any Free Writing Prospectus for which the Company or any person
acting on its behalf provided, authorized or approved information that is
prepared and published or disseminated by a person
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unaffiliated with the Company or any other offering participant that is in
the business of publishing, radio or television broadcasting or otherwise
disseminating communications.
(ii) Any Free Writing Prospectus required to be filed by the Company shall
be filed with the Commission not later than the date of first use of the
Free Writing Prospectus; provided, however, that (A) any Free Writing
Prospectus or portion thereof required to be filed that contains only the
description of the final terms of the Notes will be filed by the Company
with Commission within two days of the later of the date such final terms
have been established for all classes of Notes and the date of first use;
(B) any Free Writing Prospectus or portion thereof required to be filed
that contains only ABS ICM will be filed by the Company with the Commission
not later than the later of the due date for filing the Final Prospectus
relating to the Notes pursuant to Rule 424(b) under the Act or two business
days after the first use of such Free Writing Prospectus; and (C) the
Company will not be required to file (1) Issuer Information contained in
any Free Writing Prospectus of an Underwriter or any other offering
participant other than the Company if such information is included or
incorporated by reference in a prospectus or Free Writing Prospectus
previously filed with the Commission that relates to the offering of the
Notes or (2) any Free Writing Prospectus or portion thereof that contains a
description of the Notes or the offering of the Notes that does not reflect
the final terms thereof.
6. Conditions to the Obligations of the Underwriter. The obligations of the
Underwriter to purchase the Notes shall be subject to the accuracy of the
representations and warranties on the part of the Origen Companies contained
herein as of the date hereof, as of the date of the effectiveness of any
amendment to the Registration Statement filed prior to the Closing Date and as
of the Closing Date, to the accuracy of the statements of the Origen Companies
made in any certificates pursuant to the provisions hereof, to the performance
by the Origen Companies of their obligations hereunder and to the following
additional conditions:
(a) No stop order suspending the effectiveness of the Registration
Statement, as amended from time to time, shall have been issued and not
withdrawn and no proceedings for that purpose shall have been instituted or
threatened; and the Final Prospectus shall have been filed or transmitted
for filing with the Commission in accordance with Rule 424 under the 1933
Act; the Prospectus and each Free Writing Prospectus shall have been timely
filed with the Commission under the Securities Act and in accordance with
Section 5(a) hereof; and all requests by the Commission for additional
information shall have been complied with to the reasonable satisfaction of
the Underwriter.
(b) The Company shall have delivered to you a certificate of the Company,
signed by the President or a vice president or an assistant vice president
of the Company and dated the Closing Date, to the effect that the signer of
such certificate has carefully examined the Registration Statement, Time of
Sale Prospectus, Final Prospectus and this Agreement and that (i) the
representations and warranties of the Company in this Agreement are true
and correct in all material respects at and as of the Closing Date with the
same effect as if made on the Closing Date, (ii) the Company has, in all
material respects, complied with all
11
the agreements and satisfied all the conditions on its part that are
required by this Agreement to be performed or satisfied at or prior to the
Closing Date, (iii) no stop order suspending the effectiveness of the
Registration Statement has been issued and no proceedings for that purpose
have been instituted or, to the Company's knowledge, threatened, (iv)
nothing has come to the attention of such officer that would lead such
officer to believe that the Time of Sale Prospectus or Final Prospectus
contains any untrue statement of a material fact or omits to state any
material fact necessary in order to make the statements therein, in the
light of the circumstances under which they were made, not misleading and
(v) subsequent to the respective dates as of which information is given in
the Final Prospectus, there has not been any material adverse change in the
general affairs, capitalization, financial condition or results of
operations of the Company.
(c) The Underwriter shall have received from Hunton & ▇▇▇▇▇▇▇▇ LLP, counsel
for the Origen Companies, a favorable opinion or opinions, dated the
Closing Date and satisfactory in form and substance to the Underwriter
including without limitation a statement that nothing has come to such
counsel's attention that would lead such counsel to believe that the Time
of Sale Prospectus and Final Prospectus, each as of its date, and on the
Closing Date, contained or contain an untrue statement of a material fact
or omitted or omit to state a material fact necessary in order to make the
statements therein, in the light of the circumstances under which they were
made, not misleading; it being understood that such counsel need express no
view as to financial and statistical information contained therein.
(d) The Underwriter shall have received from Deloitte & Touche, certified
public accountants, a letter, dated the date hereof and satisfactory in
form and substance to the Underwriter and counsel for the Underwriter, to
the effect that they have performed certain specified procedures as a
result of which they determined that certain information of an accounting,
financial or statistical nature set forth in the Static Pool Information
and in each of the Time of Sale Prospectus and Final Prospectus under the
captions "Summary of Prospectus Supplement--The Contracts," "Risk Factors"
(to the extent of information regarding the Contracts therein), "The
Contract Pool", "Yield on the Notes", and "Description of the Notes" agrees
with the records of the Seller.
(e) The Notes shall have been given the ratings set forth in Schedule I
hereto by each Rating Agency.
(f) The Underwriter shall have received, from counsel for the Indenture
Trustee, a favorable opinion, dated the Closing Date, and in form and
substance satisfactory to the Underwriter and its counsel, to the effect
that the Indenture has been duly authorized, executed and delivered by the
Indenture Trustee and constitutes the legal, valid and binding agreement of
the Indenture Trustee, enforceable in accordance with its terms, except as
enforceability may be limited by bankruptcy, insolvency, reorganization or
other similar laws affecting the enforcement of creditors rights in general
and by general principles of equity, regardless of whether such enforcement
is considered in a proceeding
12
in equity or at law, and as to such other matters as may be agreed upon by
the Indenture Trustee and the Underwriter.
(g) The Underwriter shall have received from the Seller, in form and
substance satisfactory to counsel for the Underwriter:
(i) An officer's certificate stating that on the Closing Date the
representations and warranties of the Seller under the Purchase
Agreement will be true and correct and no event has occurred that
would constitute a default thereunder; and
(ii) An officer's certificate relating to the Purchase Agreement and
the obligations of the Seller thereunder, as Seller or otherwise,
together with copies of the certificate of incorporation and by-laws
of the Seller and a certificate of good standing of the Seller under
the laws of the State of New York;
(h) The Underwriter shall have received from the Originator in form and
substance satisfactory to counsel for the Underwriter:
(i) An officer's certificate stating that on the date each Contract is
sold to the Seller (i) the representations and warranties of the
Originator under the Purchase Agreement will be true and correct and
no event has occurred that would constitute a default thereunder, (ii)
nothing has come to the attention of such officer that would lead such
officer to believe that the information set forth with respect to the
Originator in the Prospectus Supplement and with respect to any
private placement memorandum, any information of a comparable nature,
contains any untrue statement of a material fact or omits to state any
material fact necessary in order to make the statements therein, in
the light of the circumstances under which they were made, not
misleading and (iii) subsequent to the respective dates as of which
information is given in the Prospectus Supplement and any private
placement memorandum, there has not been any material adverse change
in the general affairs, capitalization, financial condition or results
of operations of the Originator; and
(ii) An officer's certificate relating to the Purchase Agreement and
the obligations of the Originator thereunder, as Originator or
otherwise, together with copies of the operating agreement of the
Originator and a certificate of good standing of the Originator under
the laws of the State of Delaware.
13
(i) The Underwriter shall have received from the Servicer, in form and
substance satisfactory to counsel for the Underwriter.
(i) An officer's certificate stating that on the Closing Date the
representations and warranties of the Servicer contained in the
Servicing Agreement will be true and correct and no event has occurred
with respect to the Servicer that would constitute an Event of Default
thereunder;
(ii) An officer's certificate relating to the Servicing Agreement and
the obligations of the Servicer thereunder, as Servicer or otherwise,
and attached thereto the applicable resolutions of the board of
directors of the Servicer, together with copies of the certificate of
limited partnership and by-laws of the Servicer and a certificate of
good standing of the Servicer issued by the State of Delaware; and
(iii) The Underwriter shall have received from counsel to the
Originator and the Servicer, a favorable opinion, dated the Closing
Date and satisfactory in form and substance to counsel for the
Underwriter.
(j) The Underwriter shall have received copies of any opinions of counsel
to the Company, the Seller, the Originator and the Servicer supplied to the
Rating Agency or the Indenture Trustee relating to certain matters with
respect to the Notes. Any such opinions shall be dated the Closing Date and
addressed to the Underwriter or accompanied by the reliance letters to the
Underwriter or shall state that the Underwriter may rely upon them.
(k) All proceedings in connection with the transactions contemplated by
this Agreement and all documents incident hereto shall be satisfactory in
form and substance to the Underwriter and counsel for the Underwriter, and
the Underwriter and counsel for the Underwriter shall have received such
other information, certificates and documents as they may reasonably
request.
(l) All documents required under the Purchase Agreement have been provided
to the appropriate parties.
(m) The Swap Agreement and the financial guaranty insurance policy issued
by Ambac Assurance Corporation (the "Policy") shall have been delivered.
If any of the conditions specified in this Section 6 shall not have
been fulfilled in all material respects when and as provided in this Agreement,
if the Company is in breach of any covenants or agreements contained herein or
if any of the opinions and certificates mentioned above or elsewhere in this
Agreement shall not be in all material respects reasonably satisfactory in form
and substance to the Underwriter and counsel for the Underwriter, this Agreement
and all obligations of the Underwriter hereunder may be cancelled at, or at any
time prior to, the Closing Date by the Underwriter. Notice of such
14
cancellation shall be given to the Company in writing, or by telephone or
telegraph confirmed in writing.
7. Reimbursement of Underwriter's Expenses. If the sale to the Underwriter
of the Notes as provided for herein is not consummated because any condition to
the obligations of the Underwriter set forth in Section 6 hereof is not
satisfied or because of any refusal, inability or failure on the part of the
Origen Companies to perform any agreement herein or comply with any provisions
hereof, other than by reason of default by the Underwriter, the Origen Companies
will reimburse the Underwriter upon demand for all out-of-pocket expenses,
including reasonable fees and disbursements of counsel, that shall have been
incurred by the Underwriter in connection with the proposed purchase and sale of
the Notes.
8. Indemnification and Contribution. The Company agrees with the
Underwriter that:
(a) The Origen Companies will, jointly and severally, indemnify and hold
harmless the Underwriter, the directors, officers, employees and agents of
the Underwriter, and each person who controls the Underwriter within the
meaning of either the 1933 Act or the 1934 Act against any and all losses,
claims, damages or liabilities, joint or several, to which they or any of
them may become subject under the 1933 Act, the 1934 Act or other federal
or state statutory law or regulation, at common law or otherwise, insofar
as such losses, claims, damages or liabilities (or actions in respect
thereof) arise out of or are based upon any untrue statement or alleged
untrue statement of a material fact contained in (i) the Registration
Statement, or in the Basic Prospectus, any Time of Sale Prospectus or Final
Prospectus, or in any amendment thereof or supplement thereto, or arise out
of or are based upon the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the
statements therein not misleading, or (ii) the Time of Sale Prospectus or
in any amendment thereof or supplement thereto, Static Pool Information,
Issuer Information and Issuer Free Writing Prospectus or the omission or
alleged omission to state a material fact required to make the statements
therein, in light of the circumstances under which they were made, not
misleading, which in each case was not corrected by Corrective Information
subsequently supplied by the Depositor to the Underwriter reasonably prior
to the Time of Sale, and agrees to reimburse each such indemnified party,
as incurred, for any legal or other expenses reasonably incurred by them in
connection with investigating or defending any such loss, claim, damage,
liability or action; provided, however, that the Origen Companies will not
be liable in any such case to the extent that any such loss, claim, damage
or liability arises out of or is based upon any such untrue statement or
alleged untrue statement or omission or alleged omission made (i) therein
in reliance upon and in conformity with any Underwriter's Information or
(ii) in any Derived Information in any Term Sheet. This indemnity agreement
will be in addition to any liability which the Company may otherwise have.
15
(b) The Underwriter will indemnify and hold harmless the Company, its
directors, each of the Company's officers who signs the Registration
Statement, and each person, if any, who controls the Company within the
meaning of either the 1933 Act or the 1934 Act, to the same extent as the
foregoing indemnity from the Origen Companies to the Underwriter, but only
with reference to (i) Derived Information or (ii) the Underwriter's
Information. This indemnity agreement will be in addition to any liability
that the Underwriter may otherwise have.
(c) Promptly after receipt by an indemnified party under this Section 8 of
notice of the commencement of any action, such indemnified party will, if a
claim in respect thereof is to be made against the indemnifying party under
this Section 8, notify the indemnifying party in writing of the
commencement thereof; but the failure to so notify the indemnifying party
(i) will not relieve it from liability under paragraph 8(a) or 8(b) above
unless such failure results in the forfeiture by the indemnifying party of
substantial rights and defenses and (ii) will not, in any event, relieve
the indemnifying party from any obligations to any indemnified party other
than the indemnification obligation provided in paragraph 8(a) or 8(b)
above. The indemnifying party shall be entitled to appoint counsel of the
indemnifying party's choice at the indemnifying party's expense to
represent the indemnified party in any action for which indemnification is
sought (in which case the indemnifying party shall not thereafter be
responsible for the fees and expenses of any separate counsel retained by
the indemnified party or parties except as set forth below); provided,
however, that such counsel shall be satisfactory to the indemnified party.
Notwithstanding the indemnifying party's election to appoint counsel to
represent the indemnified party in an action, the indemnified party shall
have the right to employ separate counsel (including local counsel), and
the indemnifying party shall bear the reasonable fees, costs and expenses
of such separate counsel if (i) the use of counsel chosen by the
indemnifying party to represent the indemnified party would present such
counsel with a conflict of interest, (ii) the actual or potential
defendants in, or targets of, any such action include both the indemnified
party and the indemnifying party and the indemnified party shall have
reasonably concluded that there may be legal defenses available to it
and/or other indemnified parties that are different from or additional to
those available to the indemnifying party, (iii) the indemnifying party
shall not have employed counsel satisfactory to the indemnified party to
represent the indemnified party within a reasonable time after notice of
the institution of such action or (iv) the indemnifying party shall
authorize the indemnified party to employ separate counsel at the expense
of the indemnifying party. An indemnifying party will not, without the
prior written consent of the indemnified parties, settle or compromise or
consent to the entry of any judgment with respect to any pending or
threatened claim, action, suit or proceeding in respect of which
indemnification or contribution may be sought hereunder (whether or not the
indemnified parties are actual or potential parties to such claim or
action) unless such settlement, compromise or consent (i) does not include
a statement as to or admission of, fault, culpability or a failure to act
by or on behalf of any such indemnified party, and (ii)includes an
unconditional release
16
of each indemnified party from all liability arising out of such claim,
action, suit or proceeding.
(d) In order to provide for just and equitable contribution in
circumstances in which the indemnification provided for in paragraph (a) of
this Section 8 is due in accordance with its terms but is for any reason
held by a court to be unavailable from the Origen Companies on grounds of
policy or otherwise, the Origen Companies and the Underwriter shall
contribute to the aggregate losses, claims, damages and liabilities
(including legal and other expenses reasonably incurred in connection with
investigating or defending same) (collectively, "Losses") to which the
Origen Companies and the Underwriter may be subject in such proportion as
is appropriate to reflect the relative benefits received by the Origen
Companies and the Underwriter from the offering of the Notes. If the
allocation provided by the immediately preceding sentence is unavailable
for any reason, the Origen Companies and the Underwriter shall contribute
in such proportion as is appropriate to reflect not only such relative
benefits but also the relative fault of the Origen Companies and the
Underwriter in connection with the statements or omissions that resulted in
such Losses as well as any other relevant equitable consideration. Benefits
received by the Origen Companies shall be deemed to be equal to the total
net proceeds from the offering (before deducting expenses) and benefits
received by an Underwriter shall be deemed to total discounts and
commissions received by the Underwriter. Relative fault shall be determined
by reference to whether any alleged untrue statement or omission relates to
the information provided by the Origen Companies or the Underwriter. The
Origen Companies and the Underwriter agree that it would not be just and
equitable if contribution were determined by pro rata allocation or any
other method of allocation that does not take account of the equitable
considerations referred to above. Notwithstanding the foregoing, in no
event shall the Underwriter be required to contribute any amount in excess
of the total discounts or commissions received by the Underwriter.
Notwithstanding the provisions of this paragraph 8(d), no person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the
▇▇▇▇ ▇▇▇) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation. For purposes of this Section
8, each person, if any, who controls the Underwriter within the meaning of
the 1933 Act or the 1934 Act and each director, officer, employee and agent
of the Underwriter shall have the same rights to contribution as the
Underwriter, and each person, if any, who controls the Origen Companies
within the meaning of either the 1933 Act or the 1934 Act, each officer of
an Origen Company who shall have signed the Registration Statement and each
director of such Origen Company shall have the same rights to contribution
as such Origen Company, subject in each case to the applicable terms and
conditions of this paragraph 8(d).
9. Definitions. For purposes hereof the following terms shall have the
meanings set forth below, unless the context clearly indicates otherwise:
17
"ABS ICM": ABS Informational and Computational Materials as defined in Item
1101(a) of Regulation AB promulgated by the Commission.
"Contract of Sale": The meaning set forth in Rule 159 under the Act.
"Derived Information": Such information, if any, in the Term Sheet that is
not contained in either (i) the Registration Statement, the Basic
Prospectus, the Time of Sale Prospectus or Final Prospectus or amendments
or supplements thereto, taking into account information incorporated
therein by reference (other than information incorporated by reference from
the Term Sheet) or (ii) any Pool Information. "Derived Information" also
excludes any omission or alleged omission or misstatement or alleged
misstatement resulting from an error in any Issuer Information or the Pool
Information.
"Free Writing Prospectus": A Free Writing Prospectus within the meaning of
Rule 405 under the Act that describes the Notes and/or the Mortgage Loans.
"Pool Information": The information furnished to the Underwriter with
respect to the characteristics of the Contracts.
"Issuer Free Writing Prospectus": The meaning set forth in Rule 433(h) of
the Act.
"Issuer Information": Such information as (i) is defined in Rule 433(h)
under the Securities Act that is within the types of information specified
in clauses (1) to (5) of footnote 271 of Commission Release No. 33-8591
(Securities Offering Reform) or (ii) has either been prepared by or has
been reviewed by any Origen Company prior to the first use thereof or has
been derived from (1) any mortgage loan tape approved by any Origen Company
to be used in connection with marketing the Notes or (2) the final mortgage
loan tape as indicated by any Origen Company.
"Static Pool Information": The static pool information referred to under
the caption "Static Pool Information" in the Time of Sale Prospectus and
the Final Prospectus regardless of whether or not such information is
deemed to be excluded from the Registration Statement or Prospectus
pursuant to Item 1105 of Regulation AB.
"Term Sheet": The Term Sheet dated August 22, 2006 related to the Notes.
10. Termination. This Agreement shall be subject to termination in the
absolute discretion of the Underwriter, by notice given to the Origen Companies
prior to delivery of and payment for all Notes if prior to such time (i) trading
in securities generally on the New York Stock Exchange shall have been suspended
or limited, or minimum prices shall have been established in such Exchange, (ii)
a banking moratorium shall have been declared by either federal or New York
State authorities or (iii) there
18
shall have occurred any outbreak or material escalation of hostilities,
declaration by the United States of a national emergency or war or other
calamity or crisis, or there shall have occurred such a material adverse change
in general economic, political or financial conditions (or the effect of
international conditions on the financial markets of the United States shall be
such) which is material and adverse, and in the case of any of the events
specified in this clause (iii) such event makes it in the judgment of the
Underwriter, impractical or inadvisable to proceed with the public offering or
the delivery of the Notes on the terms and in the manner contemplated in the
Prospectus Supplement.
11. Representations and Indemnities to Survive. The respective agreements,
representations, warranties, indemnities and other statements of the Company or
its officers and the Underwriter set forth in or made pursuant to this Agreement
will remain in full force and effect, regardless of any investigation made by or
on behalf of the Underwriter or the Company or any of the officers, directors or
controlling persons referred to in Section 8 hereof, and will survive delivery
of and payment for the Notes. The provisions of Sections 7 and 8 hereof shall
survive the termination or cancellation of this Agreement.
12. Notices. All communications hereunder will be in writing and effective
only on receipt, and, if sent to the Underwriter, will be mailed, delivered or
telegraphed and confirmed to it at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇,
▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention: Managing Director, the Financial Institutions
Department; or, if sent to the Origen Companies, will be mailed, delivered or
telegraphed and confirmed to it at Origen Residential Securities, Inc. ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Attention: ▇▇▇ ▇▇▇▇▇,
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇.
13. Successors. This Agreement will inure to the benefit of and be binding
upon the parties hereto and their respective successors and the officers and
directors and controlling persons referred to in Section 8 hereof, and their
successors and assigns, and no other person will have any right or obligation
hereunder.
14. Applicable Law. This Agreement will be governed by and construed in
accordance with the laws of the State of New York. This Agreement may be
executed in any number of counterparts, each of which shall for all purposes be
deemed to be an original and all of which shall together constitute but one and
the same instrument.
15. No Fiduciary Duty. Each of the Origen Companies hereby acknowledges
that (a) the Underwriter is acting as principal and not as an agent or fiduciary
of any Origen Company and (b) its engagement of the Underwriter in connection
with the offering of the Notes is as independent contractor and not in any other
capacity. Furthermore, each Origen Company agree that it is solely responsible
for making its own judgments in connection with the offering of the Notes
(irrespective of whether the Underwriter has advised or is currently advising
any Origen Company on related or other matters).
19
If the foregoing is in accordance with your understanding of our
agreement, please sign and return to us a counterpart hereof, whereupon this
letter and your acceptance shall represent a binding agreement among the Origen
Companies and the Underwriter.
Very truly yours,
ORIGEN RESIDENTIAL SECURITIES, INC.
By: /s/ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Jr.
------------------------------------
Name: ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Jr.
Title: Chief Financial Officer
ORIGEN SECURITIZATION COMPANY, LLC
By: /s/ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Jr.
------------------------------------
Name: ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Jr.
Title: Chief Financial Officer
ORIGEN FINANCIAL L.L.C.
By: /s/ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Jr.
------------------------------------
Name: ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Jr.
Title: Chief Financial Officer
The foregoing Agreement is hereby confirmed
and accepted as of the date first above written.
CITIGROUP GLOBAL MARKETS INC.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Director
20
SCHEDULE I
Underwriting Agreement, dated August 23, 2006
As used in this Agreement, the term "Registration Statement" refers to
registration statement No. 333-117573 filed by the Company on Form S-3 and
declared effective on August 16, 2004, as amended to date. The term "Basic
Prospectus" refers to the form of Prospectus filed with the Commission pursuant
to Rule 424 under the 1933 Act after the Registration Statement became
effective.
Title and Description of Notes: Origen Manufactured Housing Contract Trust
Collateralized Notes, Series 2006-A.
Initial aggregate principal balance of the Notes: $200,646,000 (Approximate)
Class Designation Initial Note Principal Balance(1) Note Rate (2) S&P ▇▇▇▇▇'▇
------------------ --------------------------------- ------------- --- -------
Class A-1 $102,596,000 LIBOR + % Aaa AAA
Callable Class A-2 $ 98,050,000 Auction Rate Aaa AAA
(1) Approximate.
(2) Subject to adjustment, conversion and/or caps as described in the
Indenture.
Closing Time, Date and Location: 10:00 AM. on August 25, 2006 at the offices of
Hunton & ▇▇▇▇▇▇▇▇ LLP, Riverfront Plaza- East Tower, ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇-▇▇▇▇ and denominations as the Underwriter may direct
in accordance with the Underwriting Agreement.
21
SCHEDULE II
Underwriting Proceeds to
Class Principal Amount (1) Price to Public Discount and Commission Depositor
----- -------------------- --------------- ----------------------- -----------
Class A-1 $102,596,000 LIBOR + 0.15% 0.325% 99.675%
Callable Class A-2 $ 98,050,000 Auction Rate 0.325% 99.675%
(1) Approximate.
22
EXHIBIT A
UNDERWRITER INFORMATION
Subject to the terms and conditions set forth in the "Underwriting
Agreement," dated August 24, 2006, between the depositor and Citigroup Global
Markets Inc. (the "Underwriter"), the Depositor has agreed to sell to the
Underwriter, and the Underwriter has agreed to purchase from the Depositor, all
of the notes.
The Depositor has been advised that the Underwriter proposes initially to
offer the Notes to the public at the respective offering prices set forth on the
cover of this prospectus supplement and to dealers at those prices less a
selling concession not to exceed the percentage of the note denomination set
forth below, and that the Underwriter may allow and such dealers may reallow a
reallowance discount not exceed the percentage of the note denomination set
forth below:
CLASS SELLING CONCESSION REALLOWANCE DISCOUNT
----- ------------------ --------------------
A-1 0.195% 0.117%
A-2 0.195% 0.117%
Until the distribution of the notes is completed, rules of the Securities
and Exchange Commission may limit the ability of the Underwriter and certain
selling group members to bid for and purchase the notes. As an exception to
these rules, the Underwriter is permitted to engage in certain transactions that
stabilize the price of the notes. Those transactions consist of bids or
purchases for the purpose of pegging, fixing or maintaining the price of the
notes.
23
