Exhibit 4.1


<PAGE>


                ORIGEN MANUFACTURED HOUSING CONTRACT TRUST 2004-A

                                     Issuer

                                       and

                              JP MORGAN CHASE BANK

                                Indenture Trustee

         --------------------------------------------------------------



                                    INDENTURE

                          Dated as of February 1, 2004


         --------------------------------------------------------------



         ORIGEN MANUFACTURED HOUSING CONTRACT TRUST NOTES, SERIES 2004-A


                                 ---------------







<PAGE>

<TABLE>
<CAPTION>


                                                 TABLE OF CONTENTS
                                                 -----------------

SECTION                                                                                                        PAGE

ARTICLE I
<S>                        <C>
DEFINITIONS
         Section 1.01      DEFINITIONS............................................................................2
         Section 1.02      INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT......................................2
         Section 1.03      RULES OF CONSTRUCTION..................................................................2

THE NOTES
         Section 2.01      FORM...................................................................................4
         Section 2.02      EXECUTION, AUTHENTICATION AND DELIVERY.................................................4
         Section 2.03      ACCEPTANCE OF CONTRACTS BY INDENTURE TRUSTEE...........................................5

COVENANTS
         Section 3.01      COLLECTION OF PAYMENTS WITH RESPECT TO THE CONTRACTS...................................6
         Section 3.02      MAINTENANCE OF OFFICE OR AGENCY........................................................6
         Section 3.03      MONEY FOR PAYMENTS TO BE HELD IN TRUST; PAYING AGENT...................................6
         Section 3.04      EXISTENCE..............................................................................8
         Section 3.05      PAYMENT OF PRINCIPAL AND INTEREST......................................................8
         Section 3.06      PROTECTION OF TRUST ESTATE.............................................................8
         Section 3.07      OPINIONS AS TO TRUST ESTATE............................................................9
         Section 3.08      PERFORMANCE OF OBLIGATIONS.............................................................9
         Section 3.09      NEGATIVE COVENANTS....................................................................10
         Section 3.10      [RESERVED]............................................................................10
         Section 3.11      [RESERVED]............................................................................10
         Section 3.12      REPRESENTATIONS AND WARRANTIES CONCERNING THE CONTRACTS...............................10
         Section 3.13      AMENDMENTS TO SERVICING AGREEMENT.....................................................11
         Section 3.14      SERVICER AS AGENT AND BAILEE OF THE INDENTURE TRUSTEE.................................11
         Section 3.15      INVESTMENT COMPANY ACT................................................................11
         Section 3.16      ISSUER MAY CONSOLIDATE, ETC...........................................................11
         Section 3.17      SUCCESSOR OR TRANSFEREE...............................................................13
         Section 3.18      NO OTHER BUSINESS.....................................................................13
         Section 3.19      NO BORROWING..........................................................................13
         Section 3.20      GUARANTEES, LOANS, ADVANCES AND OTHER LIABILITIES.....................................13
         Section 3.21      CAPITAL EXPENDITURES..................................................................13
         Section 3.22      RESERVED..............................................................................14
         Section 3.23      RESTRICTED PAYMENTS...................................................................14
         Section 3.24      NOTICE OF EVENTS OF DEFAULT...........................................................14
         Section 3.25      FURTHER INSTRUMENTS AND ACTS..........................................................14
         Section 3.26      STATEMENTS TO NOTEHOLDERS.............................................................14
         Section 3.27      [RESERVED]............................................................................14
         Section 3.28      CERTAIN REPRESENTATIONS REGARDING THE TRUST ESTATE....................................14
</TABLE>




                                                         i

<PAGE>

<TABLE>
<CAPTION>

<S>                        <C>
THE NOTES; SATISFACTION AND DISCHARGE OF INDENTURE
         Section 4.01      THE NOTES.............................................................................16
         Section 4.02      REGISTRATION OF AND LIMITATIONS ON TRANSFER AND EXCHANGE OF NOTES;
         APPOINTMENT OF NOTE REGISTRAR AND CERTIFICATE REGISTRAR.................................................16
         Section 4.03      MUTILATED, DESTROYED, LOST OR STOLEN NOTES............................................17
         Section 4.04      PERSONS DEEMED OWNERS.................................................................18
         Section 4.05      CANCELLATION..........................................................................18
         Section 4.06      BOOK-ENTRY NOTES......................................................................18
         Section 4.07      NOTICES TO DEPOSITORY.................................................................19
         Section 4.08      DEFINITIVE NOTES......................................................................19
         Section 4.09      TAX TREATMENT.........................................................................20
         Section 4.10      SATISFACTION AND DISCHARGE OF INDENTURE...............................................20
         Section 4.11      APPLICATION OF TRUST MONEY............................................................21
         Section 4.12      RESERVED..............................................................................21
REPAYMENT OF MONIES HELD BY PAYING AGENT.........................................................................21
         Section 4.14      TEMPORARY NOTES.......................................................................21
         Section 4.15      REPRESENTATION REGARDING ERISA........................................................21

ARTICLE V

DEFAULT AND REMEDIES
         Section 5.01      EVENTS OF DEFAULT.....................................................................23
         Section 5.02      ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT....................................23
         Section 5.03      COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY INDENTURE TRUSTEE
          .......................................................................................................23
         Section 5.04      REMEDIES; PRIORITIES..................................................................25
         Section 5.05      OPTIONAL PRESERVATION OF THE TRUST ESTATE.............................................26
         Section 5.06      LIMITATION OF SUITS...................................................................27
         Section 5.07      UNCONDITIONAL RIGHTS OF NOTEHOLDERS TO RECEIVE PRINCIPAL AND INTEREST
          .......................................................................................................27
         Section 5.08      RESTORATION OF RIGHTS AND REMEDIES....................................................27
         Section 5.09      RIGHTS AND REMEDIES CUMULATIVE........................................................28
         Section 5.10      DELAY OR OMISSION NOT A WAIVER........................................................28
         Section 5.11      CONTROL BY NOTEHOLDERS................................................................28
         Section 5.12      WAIVER OF PAST DEFAULTS...............................................................28
         Section 5.13      UNDERTAKING FOR COSTS.................................................................29
         Section 5.14      WAIVER OF STAY OR EXTENSION LAWS......................................................29
         Section 5.15      SALE OF TRUST ESTATE..................................................................29
         Section 5.16      ACTION ON NOTES.......................................................................31
         Section 5.17      PERFORMANCE AND ENFORCEMENT OF CERTAIN OBLIGATIONS....................................31

ARTICLE VI

THE INDENTURE TRUSTEE
         Section 6.01      DUTIES OF INDENTURE TRUSTEE...........................................................32
         Section 6.02      RIGHTS OF INDENTURE TRUSTEE...........................................................33
</TABLE>


                                                        ii

<PAGE>

<TABLE>
<CAPTION>

<S>                        <C>
         Section 6.03      INDIVIDUAL RIGHTS OF INDENTURE TRUSTEE................................................33
         Section 6.04      INDENTURE TRUSTEE'S DISCLAIMER........................................................34
         Section 6.05      NOTICE OF EVENT OF DEFAULT............................................................34
         Section 6.06      REPORTS BY INDENTURE TRUSTEE TO HOLDERS AND TAX ADMINISTRATION........................34
         Section 6.07      COMPENSATION AND INDEMNITY............................................................34
         Section 6.08      REPLACEMENT OF INDENTURE TRUSTEE......................................................35
         Section 6.09      SUCCESSOR INDENTURE TRUSTEE BY MERGER.................................................35
         Section 6.10      APPOINTMENT OF CO-INDENTURE TRUSTEE OR SEPARATE INDENTURE TRUSTEE.....................36
         Section 6.11      ELIGIBILITY; DISQUALIFICATION.........................................................37
         Section 6.12      PREFERENTIAL COLLECTION OF CLAIMS AGAINST ISSUER......................................37
         Section 6.13      REPRESENTATIONS AND WARRANTIES........................................................37
         Section 6.14      DIRECTIONS TO INDENTURE TRUSTEE.......................................................38
         Section 6.15      THE AGENTS............................................................................38

ARTICLE VII

NOTEHOLDERS' LISTS AND REPORTS
         Section 7.01      ISSUER TO FURNISH INDENTURE TRUSTEE NAMES AND ADDRESSES OF NOTEHOLDERS
          .......................................................................................................39
         Section 7.02      PRESERVATION OF INFORMATION; COMMUNICATIONS TO NOTEHOLDERS............................39
         Section 7.03      RESERVED..............................................................................39
         Section 7.04      REPORTS BY INDENTURE TRUSTEE..........................................................39
         Section 7.05      STATEMENTS TO NOTEHOLDERS.............................................................39

ARTICLE VIII

ACCOUNTS, DISBURSEMENTS AND RELEASES
         Section 8.01      COLLECTION OF MONEY...................................................................41
         Section 8.02      PAYMENTS ON THE NOTES.................................................................41
         Section 8.03      OFFICER'S CERTIFICATE.................................................................44
         Section 8.04      TERMINATION UPON DISTRIBUTION TO NOTEHOLDERS..........................................45
         Section 8.05      RELEASE OF TRUST ESTATE...............................................................45
         Section 8.06      SURRENDER OF NOTES UPON FINAL PAYMENT.................................................45
         Section 8.07      OPTIONAL REDEMPTION OF THE NOTES; AUCTION.............................................45
         Section 8.08      ALLOCATION OF REALIZED LOSSES.........................................................46

ARTICLE IX

SUPPLEMENTAL INDENTURES
         Section 9.01      SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF NOTEHOLDERS................................48
         Section 9.02      SUPPLEMENTAL INDENTURES WITH CONSENT OF NOTEHOLDERS...................................49
         Section 9.03      EXECUTION OF SUPPLEMENTAL INDENTURES..................................................51
         Section 9.04      EFFECT OF SUPPLEMENTAL INDENTURE......................................................51
         Section 9.05      CONFORMITY WITH TRUST INDENTURE ACT...................................................51
         Section 9.06      REFERENCE IN NOTES TO SUPPLEMENTAL INDENTURES.........................................51
</TABLE>



                                                        iii

<PAGE>


<TABLE>
<CAPTION>

<S>                        <C>
ARTICLE X

MISCELLANEOUS
Compliance Certificates and Opinions, etc........................................................................52
         Section 10.02     FORM OF DOCUMENTS DELIVERED TO INDENTURE TRUSTEE......................................53
         Section 10.03     ACTS OF NOTEHOLDERS...................................................................54
         Section 10.04     NOTICES ETC., TO INDENTURE TRUSTEE ISSUER AND RATING AGENCIES.........................54
         Section 10.05     NOTICES TO NOTEHOLDERS; WAIVER........................................................55
         Section 10.06     CONFLICT WITH TRUST INDENTURE ACT.....................................................56
         Section 10.07     EFFECT OF HEADINGS....................................................................56
         Section 10.09     SEPARABILITY..........................................................................56
         Section 10.10     THIRD PARTY BENEFICIARY...............................................................56
         Section 10.11     LEGAL HOLIDAYS........................................................................56
         Section 10.12     GOVERNING LAW.........................................................................56
         Section 10.13     COUNTERPARTS..........................................................................56
         Section 10.14     RECORDING OF INDENTURE................................................................56
         Section 10.15     ISSUER OBLIGATION.....................................................................57
         Section 10.16     NO PETITION...........................................................................57
         Section 10.17     INSPECTION............................................................................57
</TABLE>

EXHIBITS
--------

Exhibit A-1       Form of Class A-[_] Note
Exhibit A-2       Form of Class M-[_] Note
Exhibit B         List of Contracts
Exhibit C         Form of Custodial Agreement

Appendix A        Definitions


                                       iv

<PAGE>



                  This Indenture, dated as of February 1, 2004, is entered into
between Origen Manufactured Housing Contract Trust 2004-A, a Delaware statutory
trust, as Issuer (the "Issuer"), and JPMorgan Chase Bank, a New York banking
association, as Indenture Trustee (the "Indenture Trustee").

                                WITNESSETH THAT:

                  Each party hereto agrees as follows for the benefit of the
other party and for the equal and ratable benefit of the Holders of the Issuer's
Notes, Series 2004-A (the "Notes").

                                 GRANTING CLAUSE

                  The Issuer hereby Grants to the Indenture Trustee at the
Closing Date, as trustee for the benefit of the Holders of the Notes, all of the
Issuer's right, title and interest in and to whether now existing or hereafter
created by (a) the Contracts, Eligible Substitute Contracts and the proceeds
thereof and all rights under the Related Documents; (b) all funds on deposit
from time to time in the Collection Account allocable to the Contracts excluding
any investment income from such funds; (c) all funds on deposit from time to
time in the Note Payment Account and in all proceeds thereof; (d) all rights
under (i) the Manufactured Housing Contract Sale Agreement as assigned to the
Issuer, (ii) the Servicing Agreement, and (iii) all rights under every Hazard
Insurance Policy relating to a Manufactured Home or Mortgaged Property securing
a Contract for the benefit of the creditor of such Contract, and (iv) all
documents contained in the Contract Files and the Land-and-Home Contract Files,
subject to the exceptions set forth in the Initial Certification and the Final
Certification delivered by the Custodian, in the forms of Exhibit A-1 and
Exhibit A-2 to the Custodial Agreement, respectively; and (e) all present and
future claims, demands, causes and choses in action in respect of any or all of
the foregoing and all payments on or under, and all proceeds of every kind and
nature whatsoever in respect of, any or all of the foregoing and all payments on
or under, and all proceeds of every kind and nature whatsoever in the conversion
thereof, voluntary or involuntary, into cash or other liquid property, all cash
proceeds, accounts, accounts receivable, notes, drafts, acceptances, checks,
deposit accounts, rights to payment of any and every kind, and other forms of
obligations and receivables, instruments and other property which at any time
constitute all or part of or are included in the proceeds of any of the
foregoing (collectively, the "Trust Estate" or the "Collateral").

                  The foregoing Grant is made in trust to secure the payment of
principal of and interest on, and any other amounts owing in respect of, the
Notes, equally and ratably without prejudice, priority or distinction, and to
secure compliance with the provisions of this Indenture, all as provided in this
Indenture.

                  The Indenture Trustee, as trustee on behalf of the Holders of
the Notes, acknowledges such Grant, accepts the trust under this Indenture in
accordance with the provisions hereof and agrees to perform its duties as
Indenture Trustee as required herein.




<PAGE>



                                    ARTICLE I

                                   DEFINITIONS

         Section 1.01 DEFINITIONS. For all purposes of this Indenture, except as
otherwise expressly provided herein or unless the context otherwise requires,
capitalized terms not otherwise defined herein shall have the meanings assigned
to such terms in the Definitions attached hereto as Appendix A which is
incorporated by reference herein. All other capitalized terms used herein shall
have the meanings specified herein.

         Section 1.02 INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT.
Whenever this Indenture refers to a provision of the Trust Indenture Act (the
"TIA"), the provision is incorporated by reference in and made a part of this
Indenture. The following TIA terms used in this Indenture have the following
meanings:

                  "Commission" means the Securities and Exchange Commission.

                  "indenture securities" means the Notes.

                  "indenture security holder" means a Noteholder.

                  "indenture to be qualified" means this Indenture.

                  "indenture trustee" or "institutional trustee" means the
         Indenture Trustee.

                  "obligor" on the indenture securities means the Issuer and any
         other obligor on the indenture securities.

         All other TIA terms used in this Indenture that are defined by the TIA,
defined by TIA reference to another statute or defined by Commission rules and
have the meanings assigned to them by such definitions.

         Section 1.03 RULES OF CONSTRUCTION. Unless the context otherwise
requires:


                  (i) a term has the meaning assigned to it;

                  (ii) an accounting term not otherwise defined has the meaning
         assigned to it in accordance with generally accepted accounting
         principles as in effect from time to time;

                  (iii) "or" is not exclusive;

                  (iv) "including" means including without limitation;

                  (v) words in the singular include the plural and words in the
         plural include the singular; and


                                        2

<PAGE>



                  (vi) any agreement, instrument or statute defined or referred
         to herein or in any instrument or certificate delivered in connection
         herewith means such agreement, instrument or statute as from time to
         time amended, modified or supplemented and includes (in the case of
         agreements or instruments) references to all attachments thereto and
         instruments incorporated therein; references to a Person are also to
         its permitted successors and assigns.



                                        3

<PAGE>



                                   ARTICLE II

                         ORIGINAL ISSUANCE OF THE NOTES

         Section 2.01 FORM. The Class A Notes and the Mezzanine Notes, together
with the Indenture Trustee's certificate of authentication, shall be in
substantially the form set forth in Exhibits A-1 and A-2 to this Indenture,
respectively, with such appropriate insertions, omissions, substitutions and
other variations as are required or permitted by this Indenture.

         The Notes shall be typewritten, printed, lithographed or engraved or
produced by any combination of these methods (with or without steel engraved
borders).

         The terms of the Notes set forth in Exhibits A-1 and A-2 to this
Indenture are part of the terms of this Indenture.

         Section 2.02 EXECUTION, AUTHENTICATION AND DELIVERY. The Notes shall be
executed on behalf of the Issuer by any of its Authorized Officers. The
signature of any such Authorized Officer on the Notes may be manual or
facsimile.

         Notes bearing the manual or facsimile signature of individuals who were
at any time Authorized Officers of the Issuer shall bind the Issuer,
notwithstanding that such individuals or any of them have ceased to hold such
offices prior to the authentication and delivery of such Notes or did not hold
such offices at the date of such Notes.

         The Indenture Trustee shall upon Issuer Request authenticate and
deliver the Class A Notes and the Mezzanine Notes for original issue in an
aggregate initial principal amount of $200,000,000. The Class A-1 Notes shall be
issued in an aggregate initial Note Balance of $64,500,000, the Class A-2 Notes
shall be issued in an aggregate initial Note Balance of $45,000,000, the Class
A-3 Notes shall be issued in an aggregate initial Note Balance of $15,000,000,
the Class A-4 Notes shall be issued in an aggregate initial Note Balance of
$32,643,000, the Class M-1 Notes shall be issued in an aggregate initial Note
Balance of $23,809,000, and the Class M-2 Notes shall be issued in an aggregate
initial Note Balance of $19,048,000.

         Each of the Notes shall be dated the date of its authentication. The
Notes shall be issuable as registered Notes and the Notes shall be issuable in
the minimum initial Note Balances of $25,000 and in integral multiples of $1 in
excess thereof.

         No Note shall be entitled to any benefit under this Indenture or be
valid or obligatory for any purpose, unless there appears on such Note a
certificate of authentication substantially in the form provided for herein
executed by the Indenture Trustee by the manual signature of one of its
authorized signatories, and such certificate upon any Note shall be conclusive
evidence, and the only evidence, that such Note has been duly authenticated and
delivered hereunder.



                                        4

<PAGE>



         Section 2.03 ACCEPTANCE OF CONTRACTS BY INDENTURE TRUSTEE.

         (a) The Indenture Trustee or the Custodian acknowledges receipt of,
subject to the exceptions it notes pursuant to the procedures described below,
the documents (or certified copies thereof) referred to in Section 2.2 of the
Manufactured Housing Contract Sale Agreement, and declares that it holds and
will continue to hold those documents and any amendments, replacements or
supplements thereto and all other assets of the Trust Estate as Indenture
Trustee in trust for the use and benefit of all present and future Holders of
the Notes or, in the case of the Custodian, on behalf of the Indenture Trustee.

                  The Indenture Trustee, or the Custodian on its behalf, shall,
for the benefit of the Noteholders, review each File on or before the Closing
Date and certify in substantially the form attached to the Custodial Agreement
as Exhibit A-1 thereto that, as to each Contract listed in the List of Contracts
(other than any Contract specifically identified in the exception report annexed
thereto as not being covered by such certification), (i) all documents
constituting part of such File (other than such documents described in Section
2.2 (I)(c) or (II)(f) of the Manufactured Housing Contract Sale Agreement)
required to be delivered to it pursuant to the Manufactured Housing Contract
Sale Agreement are in its possession, (ii) such documents have been reviewed by
it and appear regular on their face and relate to such Contract and (iii) based
on its examination and only as to the foregoing, the information set forth in
the List of Contracts accurately reflects information set forth in the File. It
is herein acknowledged that, in conducting such review, neither the Indenture
Trustee nor the Custodian shall be under any duty or obligation (i) to inspect,
review or examine any such documents, instruments, certificates or other papers
to determine whether they are genuine, enforceable, or appropriate for the
represented purpose or whether they have actually been recorded or that they are
other than what they purport to be on their face or (ii) to determine whether
any File should include any of the documents specified in clauses (I)(c) or
(II)(f) of Section 2.2 of the Manufactured Housing Contract Sale Agreement.

                  Prior to the first anniversary date of this Indenture the
Indenture Trustee or the Custodian shall deliver to the Depositor and the
Servicer a final certification in the form annexed to the Custodial Agreement as
Exhibit A-2 evidencing the completeness of the Files, with any applicable
exceptions noted thereon, and the Servicer shall forward a copy thereof to any
Sub- Servicer.

                  If in the process of reviewing the Files and making or
preparing, as the case may be, the certifications referred to above, the
Indenture Trustee or the Custodian finds any document or documents constituting
a part of a File to be missing or defective in any material respect, at the
conclusion of its review the Indenture Trustee or the Custodian shall so notify
the Depositor and the Servicer. In addition, upon the discovery by the Indenture
Trustee of a breach of any of the representations and warranties made by the
Originator and the Seller in the Manufactured Housing Contract Sale Agreement in
respect of any Contract which materially adversely affects such Contract or the
interests of the related Noteholders in such Contract, the Indenture Trustee
party discovering such breach shall give prompt written notice to the Depositor,
the Servicer, the Originator and the Seller.



                                        5

<PAGE>



         (b) Upon receipt by the Trust Estate by deposit in the Note Payment
Account of the Repurchase Price for a repurchased Contract under Section 2.03 of
the Servicing Agreement, or the delivery of an Eligible Substitute Contract
pursuant to subsection 3.6(b) of the Manufactured Housing Contract Sale
Agreement, and upon receipt of a certificate of an Officer of the Originator in
the form attached as Exhibit B to the Servicing Agreement or, with respect to
any Eligible Substitute Contract delivered under subsection 3.6(b) of the
Manufactured Housing Contract Sale Agreement, a certificate of an Officer of the
Originator in the form attached as Exhibit A to the Manufactured Housing
Contract Sale Agreement, the Indenture Trustee shall release or shall cause the
Custodian to release the related Contract File and shall execute and deliver all
instruments of transfer or assignment, without recourse, furnished to it by the
Originator as are necessary to vest in the Originator title to and rights under
the related Contract.



                                   ARTICLE III

                                    COVENANTS

         Section 3.01 COLLECTION OF PAYMENTS WITH RESPECT TO THE CONTRACTS. The
Indenture Trustee shall establish and maintain an Eligible Account (the "Note
Payment Account") in which the Indenture Trustee shall deposit, on the same day
as received from the Servicer, amounts received from the Servicer pursuant to
Section 3.06(a) of the Servicing Agreement. The Indenture Trustee shall make all
payments of principal of and interest on the Notes, subject to Section 3.03 as
provided in Section 3.05 herein from monies on deposit in the Note Payment
Account.

         Section 3.02 MAINTENANCE OF OFFICE OR AGENCY. The Issuer will maintain
an office or agency where, subject to satisfaction of conditions set forth
herein, Notes may be surrendered for registration of transfer or exchange, and
where notices and demands to or upon the Issuer in respect of the Notes and this
Indenture may be served. The Issuer hereby initially appoints the Indenture
Trustee to serve as its agent for the foregoing purposes. If at any time the
Issuer shall fail to maintain any such office or agency or shall fail to furnish
the Indenture Trustee with the address thereof, such surrenders may be made at
the office of the Indenture Trustee's agent located at c/o DTC Transfer
Services, 55 Water Street, Jeanette Park Entrance, New York, New York 10041, and
notices and demands may be made or served at the Corporate Trust Office.

         Section 3.03 MONEY FOR PAYMENTS TO BE HELD IN TRUST; PAYING AGENT. As
provided in Section 3.01, all payments of amounts due and payable with respect
to any Notes that are to be made from amounts withdrawn from the Note Payment
Account pursuant to Section 3.01 shall be made on behalf of the Issuer by the
Indenture Trustee or by the Paying Agent, and no amounts so withdrawn from the
Note Payment Account for payments of Notes shall be paid over to the Issuer
except as provided in this Section 3.03. The Issuer hereby appoints the
Indenture Trustee as its Paying Agent.

         The Issuer will cause each Paying Agent other than the Indenture
Trustee to execute and deliver to the Indenture Trustee an instrument in which
such Paying Agent shall agree with the


                                        6

<PAGE>



Indenture Trustee (and if the Indenture Trustee acts as Paying Agent it hereby
so agrees), subject to the provisions of this Section 3.03, that such Paying
Agent will:

                  (i) hold all sums held by it for the payment of amounts due
         with respect to the Notes in trust for the benefit of the Persons
         entitled thereto until such sums shall be paid to such Persons or
         otherwise disposed of as herein provided and pay such sums to such
         Persons as herein provided;

                  (ii) give the Indenture Trustee notice of any default by the
         Issuer of which it has actual knowledge in the making of any payment
         required to be made with respect to the Notes;
                  (iii) at any time during the continuance of any such default,
         upon the written request of the Indenture Trustee, forthwith pay to the
         Indenture Trustee all sums so held in trust by such Paying Agent;

                  (iv) immediately resign as Paying Agent and forthwith pay to
         the Indenture Trustee all sums held by it in trust for the payment of
         Notes if at any time it ceases to meet the standards required to be met
         by a Paying Agent at the time of its appointment;

                  (v) comply with all requirements of the Code with respect to
         the withholding from any payments made by it on any Notes of any
         applicable withholding taxes imposed thereon and with respect to any
         applicable reporting requirements in connection therewith; and

                  (vi) not commence a bankruptcy proceeding against the Issuer
         in connection with this Indenture.

         The Issuer may at any time, for the purpose of obtaining the
satisfaction and discharge of this Indenture or for any other purpose, by Issuer
Request direct any Paying Agent to pay to the Indenture Trustee all sums held in
trust by such Paying Agent, such sums to be held by the Indenture Trustee upon
the same trusts as those upon which the sums were held by such Paying Agent; and
upon such payment by any Paying Agent to the Indenture Trustee, such Paying
Agent shall be released from all further liability with respect to such money.

         Any money held by the Indenture Trustee or any Paying Agent in trust
for the payment of any amount due with respect to any Note and remaining
unclaimed for one year after such amount has become due and payable shall be
discharged from such trust and be paid to the Issuer on Issuer Request; and the
Holder of such Note shall thereafter, as an unsecured general creditor, look
only to the Issuer for payment thereof (but only to the extent of the amounts so
paid to the Issuer), and all liability of the Indenture Trustee or such Paying
Agent with respect to such trust money shall thereupon cease; PROVIDED, HOWEVER,
that the Indenture Trustee or such Paying Agent, before being required to make
any such repayment, shall at the expense and direction of the Issuer cause to be
published once, in an Authorized Newspaper published in the English language,
notice that such money remains unclaimed and that, after a date specified
therein which shall not be less than 30 days from the date of such publication,
any unclaimed balance of such money then remaining will be repaid to the Issuer.
The Indenture Trustee may also adopt and employ, at the expense and direction


                                        7

<PAGE>



of the Issuer, any other reasonable means of notification of such repayment
(including, but not limited to, mailing notice of such repayment to Holders
whose Notes have been called but have not been surrendered for redemption or
whose right to or interest in monies due and payable but not claimed is
determinable from the records of the Indenture Trustee or of any Paying Agent,
at the last address of record for each such Holder).

         Section 3.04 EXISTENCE. The Issuer will keep in full effect its
existence, rights and franchises as a statutory trust under the laws of the
State of Delaware (unless it becomes, or any successor Issuer hereunder is or
becomes, organized under the laws of any other state or of the United States of
America, in which case the Issuer will keep in full effect its existence, rights
and franchises under the laws of such other jurisdiction) and will obtain and
preserve its qualification to do business in each jurisdiction in which such
qualification is or shall be necessary to protect the validity and
enforceability of this Indenture, the Notes, the Contracts and each other
instrument or agreement included in the Trust Estate.

         Section 3.05 PAYMENT OF PRINCIPAL AND INTEREST. On each Payment Date
from amounts on deposit in the Note Payment Account in accordance with Section
8.02 hereof, the Indenture Trustee shall pay to the Persons and to the extent
provided therein, the Amount Available for such Payment Date.

         Section 3.06 PROTECTION OF TRUST ESTATE.

         (a) The Issuer will from time to time prepare, execute and deliver all
such supplements and amendments hereto and all such financing statements,
continuation statements, instruments of further assurance and other instruments,
and will take such other action necessary or advisable to:

                  (i) maintain or preserve the lien and security interest (and
         the priority thereof) of this Indenture or carry out more effectively
         the purposes hereof;

                  (ii) perfect, publish notice of or protect the validity of any
         Grant made or to be made by this Indenture;

                  (iii) cause the Issuer or Servicer to enforce any of the
         rights to the Contracts; or

                  (iv) preserve and defend title to the Trust Estate and the
         rights of the Indenture Trustee and the Noteholders in such Trust
         Estate against the claims of all persons and parties.

         (b) Except as otherwise provided in this Indenture, the Indenture
Trustee shall not remove any portion of the Trust Estate that consists of money
or is evidenced by an instrument, certificate or other writing from the
jurisdiction in which it was held at the date of the most recent Opinion of
Counsel delivered pursuant to Section 3.07 hereof (or from the jurisdiction in
which it was held as described in the Opinion of Counsel delivered on the
Closing Date pursuant to Section 3.07(a) hereof, or if no Opinion of Counsel has
yet been delivered pursuant to Section 3.07(b) hereof, unless the Indenture
Trustee shall have first received an Opinion of Counsel to the effect that the
lien and security interest created by this Indenture with respect to such
property will continue to be maintained after giving effect to such action or
actions).


                                        8

<PAGE>



         The Issuer hereby designates the Indenture Trustee its agent and
attorney-in-fact to sign any financing statement, continuation statement or
other instrument required to be signed pursuant to this Section 3.06 upon the
Issuer's preparation thereof and delivery to the Indenture Trustee.

         Section 3.07 OPINIONS AS TO TRUST ESTATE.

         (a) On the Closing Date, the Issuer shall furnish to the Indenture
Trustee and the Owner Trustee an Opinion of Counsel either stating that, in the
opinion of such counsel, such action has been taken with respect to the
recording and filing of this Indenture, any indentures supplemental hereto, and
any other requisite documents, and with respect to the execution and filing of
any financing statements and continuation statements, as are necessary to
perfect and make effective the lien and first priority security interest in the
Collateral and reciting the details of such action, or stating that, in the
opinion of such counsel, no such action is necessary to make such lien and first
priority security interest effective.

         (b) On or before April 15th in each calendar year, beginning in 2005,
the Issuer shall furnish to the Indenture Trustee an Opinion of Counsel at the
expense of the Issuer either stating that, in the opinion of such counsel, such
action has been taken with respect to the recording, filing, re- recording and
refiling of this Indenture, any indentures supplemental hereto and any other
requisite documents and with respect to the execution and filing of any
financing statements and continuation statements as is necessary to maintain the
lien and first priority security interest in the Collateral and reciting the
details of such action or stating that in the opinion of such counsel no such
action is necessary to maintain such lien and security interest. Such Opinion of
Counsel shall also describe the recording, filing, re-recording and refiling of
this Indenture, any indentures supplemental hereto and any other requisite
documents and the execution and filing of any financing statements and
continuation statements that will, in the opinion of such counsel, be required
to maintain the lien and security interest in the Collateral until December 31st
in the following calendar year.

         Section 3.08 PERFORMANCE OF OBLIGATIONS.

         (a) The Issuer will punctually perform and observe all of its
obligations and agreements contained in this Indenture, the Basic Documents and
in the instruments and agreements included in the Trust Estate.

         (b) The Issuer may contract with other Persons to assist it in
performing its duties under this Indenture, and any performance of such duties
by a Person identified to the Indenture Trustee in an Officer's Certificate of
the Issuer shall be deemed to be action taken by the Issuer.

         (c) The Issuer will not take any action or permit any action to be
taken by others which would release any Person from any of such Person's
covenants or obligations under any of the documents relating to the Contracts or
under any instrument included in the Trust Estate, or which would result in the
amendment, hypothecation, subordination, termination or discharge of, or impair
the validity or effectiveness of, any of the documents relating to the Contracts
or any such instrument, except such actions as the Servicer is expressly
permitted to take in the Servicing Agreement. The Indenture Trustee may exercise
the rights of the Issuer to direct the actions of the Servicer pursuant to the
Servicing Agreement.


                                        9

<PAGE>



         (d) The Issuer may retain an administrator and may enter into contracts
with other Persons for the performance of the Issuer's obligations hereunder,
and performance of such obligations by such Persons shall be deemed to be
performance of such obligations by the Issuer.

         Section 3.09 NEGATIVE COVENANTS. So long as any Notes are Outstanding,
the Issuer shall not:

                  (i) except as expressly permitted by this Indenture, sell,
         transfer, exchange or otherwise dispose of the Trust Estate, unless
         directed to do so by the Indenture Trustee;

                  (ii) claim any credit on, or make any deduction from the
         principal or interest payable in respect of, the Notes (other than
         amounts properly withheld from such payments under the Code) or assert
         any claim against any present or former Noteholder by reason of the
         payment of the taxes levied or assessed upon any part of the Trust
         Estate;

                  (iii)(A) permit the validity or effectiveness of this
         Indenture to be impaired, or permit the lien of this Indenture to be
         amended, hypothecated, subordinated, terminated or discharged, or
         permit any Person to be released from any covenants or obligations with
         respect to the Notes under this Indenture except as may be expressly
         permitted hereby, (B) permit any lien, charge, excise, claim, security
         interest, mortgage or other encumbrance (other than the lien of this
         Indenture) to be created on or extend to or otherwise arise upon or
         burden the Trust Estate or any part thereof or any interest therein or
         the proceeds thereof or (C) permit the lien of this Indenture not to
         constitute a valid first priority security interest in the Trust
         Estate; or

                  (iv) waive or impair, or fail to assert rights under, the
         Contracts, or impair or cause to be impaired the Issuer's interest in
         the Contracts, the Manufactured Housing Contract Sale Agreement or in
         any Basic Document, if any such action would materially and adversely
         affect the interests of the Noteholders.

         Section 3.10 [RESERVED].

         Section 3.11 [RESERVED].

         Section 3.12 REPRESENTATIONS AND WARRANTIES CONCERNING THE CONTRACTS.
The Indenture Trustee, as pledgee of the Contracts, has the benefit of the
representations and warranties made by the Originator and the Seller in the
Manufactured Housing Contract Sale Agreement concerning the Originator, the
Seller and the Contracts to the same extent as though such representations and
warranties were made directly to the Indenture Trustee. If a Responsible Officer
of the Indenture Trustee has actual knowledge of any breach of any
representation or warranty made by the Originator and the Seller in the
Manufactured Housing Contract Sale Agreement, the Indenture Trustee shall
promptly notify the Originator of such finding and the Originator's obligation
to cure such defect or repurchase or substitute for the related Contract.



                                       10

<PAGE>



         Section 3.13 AMENDMENTS TO SERVICING AGREEMENT. The Issuer covenants
with the Indenture Trustee that it will not enter into any amendment or
supplement to the Servicing Agreement without the prior written consent of the
Indenture Trustee.

         Section 3.14 SERVICER AS AGENT AND BAILEE OF THE INDENTURE TRUSTEE.
Solely for purposes of perfection under Section 9-305 of the UCC or other
similar applicable law, rule or regulation of the state in which such property
is held by the Servicer, the Issuer and the Indenture Trustee hereby acknowledge
that the Servicer is acting as bailee of the Indenture Trustee in holding
amounts on deposit in the Collection Account, as well as its bailee in holding
any Related Documents released to the Servicer, and any other items constituting
a part of the Trust Estate which from time to time come into the possession of
the Servicer. It is intended that, by the Servicer's acceptance of such bailee
arrangement, the Indenture Trustee, as a secured party of the Contracts, will be
deemed to have possession of such Related Documents, such monies and such other
items for purposes of Section 9-305 of the UCC of the state in which such
property is held by the Servicer. The Indenture Trustee shall not be liable and
has no duty with respect to such documents, monies or items while in possession
of the Servicer.

         Section 3.15 INVESTMENT COMPANY ACT. The Issuer shall not become an
"investment company" or be under the "control" of an "investment company" as
such terms are defined in the Investment Company Act of 1940, as amended (or any
successor or amendatory statute), and the rules and regulations thereunder
(taking into account not only the general definition of the term "investment
company" but also any available exceptions to such general definition);
PROVIDED, HOWEVER, that the Issuer shall be in compliance with this Section 3.15
if it shall have obtained an order exempting it from regulation as an
"investment company" so long as it is in compliance with the conditions imposed
in such order.

         Section 3.16 ISSUER MAY CONSOLIDATE, ETC.

         (a) The Issuer shall not consolidate or merge with or into any other
Person, unless:

                  (i) the Person (if other than the Issuer) formed by or
         surviving such consolidation or merger shall be a Person organized and
         existing under the laws of the United States of America or any state or
         the District of Columbia and shall expressly assume, by an indenture
         supplemental hereto, executed and delivered to the Indenture Trustee,
         in form reasonably satisfactory to the Indenture Trustee, the due and
         punctual payment of the principal of and interest on all Notes, and all
         other amounts payable to the Indenture Trustee, the payment to the
         Certificate Paying Agent of all amounts due to the Certificateholders,
         and the performance or observance of every agreement and covenant of
         this Indenture on the part of the Issuer to be performed or observed,
         all as provided herein;

                  (ii) immediately after giving effect to such transaction, no
         Event of Default shall have occurred and be continuing;

                  (iii) the Rating Agencies shall have notified the Issuer that
         such transaction shall not cause the rating of the Notes to be reduced,
         suspended or withdrawn or to be considered by either Rating Agency to
         be below investment grade;


                                       11

<PAGE>



                  (iv) the Issuer shall have received an Opinion of Counsel (and
         shall have delivered a copy thereof to the Indenture Trustee) to the
         effect that such transaction will not (A) result in a "substantial
         modification" of the Notes under Treasury Regulation section 1.1001-3,
         or adversely affect the status of the Notes as indebtedness for federal
         income tax purposes, or (B) if 100% of the Certificates are not owned
         by Origen REIT or a direct or indirect qualified REIT subsidiary of
         Origen REIT, cause the Trust to be subject to an entity level tax for
         federal income tax purposes;

                  (v) any action that is necessary to maintain the lien and
         security interest created by this Indenture shall have been taken; and

                  (vi) the Issuer shall have delivered to the Indenture Trustee
         an Officer's Certificate and an Opinion of Counsel each stating that
         such consolidation or merger and such supplemental indenture comply
         with this Article III and that all conditions precedent herein provided
         for or relating to such transaction have been complied with (including
         any filing required by the Exchange Act), and that such supplemental
         indenture is enforceable.

         (b) The Issuer shall not convey or transfer any of its properties or
assets, including those included in the Trust Estate, to any Person, unless:

                  (i) the Person that acquires by conveyance or transfer the
         properties and assets of the Issuer, the conveyance or transfer of
         which is hereby restricted, shall (A) be a United States citizen or a
         Person organized and existing under the laws of the United States of
         America or any state thereof, (B) expressly assume, by an indenture
         supplemental hereto, executed and delivered to the Indenture Trustee,
         in form satisfactory to the Indenture Trustee, the due and punctual
         payment of the principal of and interest on all Notes and the
         performance or observance of every agreement and covenant of this
         Indenture on the part of the Issuer to be performed or observed, all as
         provided herein, (C) expressly agree by means of such supplemental
         indenture that all right, title and interest so conveyed or transferred
         shall be subject and subordinate to the rights of the Holders of the
         Notes, (D) unless otherwise provided in such supplemental indenture,
         expressly agree to indemnify, defend and hold harmless the Issuer, the
         Owner Trustee and the Indenture Trustee against and from any loss,
         liability or expense arising under or related to this Indenture and the
         Notes and (E) expressly agree by means of such supplemental indenture
         that such Person (or if a group of Persons, then one specified Person)
         shall make all filings with the Commission (and any other appropriate
         Person) required by the Exchange Act in connection with the Notes;

                  (ii) immediately after giving effect to such transaction, no
         Default or Event of Default shall have occurred and be continuing;

                  (iii) the Rating Agencies shall have notified the Issuer that
         such transaction shall not cause the rating of the Notes to be reduced,
         suspended or withdrawn;

                  (iv) the Issuer shall have received an Opinion of Counsel (and
         shall have delivered a copy thereof to the Indenture Trustee) to the
         effect that such transaction will not (A) result in a "substantial
         modification" of the Notes under Treasury Regulation section 1.1001-3,
         or


                                       12

<PAGE>



         adversely affect the status of the Notes as indebtedness for federal
         income tax purposes, or (B) if 100% of the Certificates are not owned
         by Origen REIT or a direct or indirect qualified REIT subsidiary of
         Origen REIT, cause the Trust to be subject to an entity level tax for
         federal income tax purposes;

                  (v) any action that is necessary to maintain the lien and
         security interest created by this Indenture shall have been taken; and

                  (vi) the Issuer shall have delivered to the Indenture Trustee
         an Officer's Certificate and an Opinion of Counsel each stating that
         such conveyance or transfer and such supplemental indenture comply with
         this Article III and that all conditions precedent herein provided for
         relating to such transaction have been complied with (including any
         filing required by the Exchange Act).

         Section 3.17 SUCCESSOR OR TRANSFEREE.

         (a) Upon any consolidation or merger of the Issuer in accordance with
Section 3.16(a), the Person formed by or surviving such consolidation or merger
(if other than the Issuer) shall succeed to, and be substituted for, and may
exercise every right and power of, the Issuer under this Indenture with the same
effect as if such Person had been named as the Issuer herein.

         (b) Upon a conveyance or transfer of all the assets and properties of
the Issuer pursuant to Section 3.16(b), the Issuer will be released from every
covenant and agreement of this Indenture to be observed or performed on the part
of the Issuer with respect to the Notes immediately upon the delivery of written
notice to the Indenture Trustee of such conveyance or transfer.

         Section 3.18 NO OTHER BUSINESS. The Issuer shall not engage in any
business other than financing, purchasing, owning and selling and managing the
Contracts and the issuance of the Notes and Certificates in the manner
contemplated by this Indenture and the Basic Documents and all activities
incidental thereto.

         Section 3.19 NO BORROWING. The Issuer shall not issue, incur, assume,
guarantee or otherwise become liable, directly or indirectly, for any
indebtedness except for the Notes under this Indenture.

         Section 3.20 GUARANTEES, LOANS, ADVANCES AND OTHER LIABILITIES. Except
as contemplated by this Indenture or the Basic Documents, the Issuer shall not
make any loan or advance or credit to, or guarantee (directly or indirectly or
by an instrument having the effect of assuring another's payment or performance
on any obligation or capability of so doing or otherwise), endorse or otherwise
become contingently liable, directly or indirectly, in connection with the
obligations, stocks or dividends of, or own, purchase, repurchase or acquire (or
agree contingently to do so) any stock, obligations, assets or securities of, or
any other interest in, or make any capital contribution to, any other Person.

         Section 3.21 CAPITAL EXPENDITURES. The Issuer shall not make any
expenditure (by long-term or operating lease or otherwise) for capital assets
(either realty or personalty).


                                       13

<PAGE>



         Section 3.22 RESERVED.

         Section 3.23 RESTRICTED PAYMENTS. The Issuer shall not, directly or
indirectly, (i) pay any dividend or make any distribution (by reduction of
capital or otherwise), whether in cash, property, securities or a combination
thereof, to the Owner Trustee or any owner of a beneficial interest in the
Issuer or otherwise with respect to any ownership or equity interest or security
in or of the Issuer, (ii) redeem, purchase, retire or otherwise acquire for
value any such ownership or equity interest or security or (iii) set aside or
otherwise segregate any amounts for any such purpose; PROVIDED, HOWEVER, that
the Issuer may make, or cause to be made, (x) distributions and payments to the
Owner Trustee, the Indenture Trustee, Noteholders and the Certificateholders as
contemplated by, and to the extent funds are available for such purpose under
this Indenture and the Trust Agreement and (y) payments to the Servicer pursuant
to the terms of the Servicing Agreement. The Issuer will not, directly or
indirectly, make payments to or distributions from the Collection Account except
in accordance with this Indenture and the Basic Documents.

         Section 3.24 NOTICE OF EVENTS OF DEFAULT. The Issuer shall give the
Indenture Trustee and the Rating Agencies prompt written notice of each Event of
Default hereunder and under the Trust Agreement.

         Section 3.25 FURTHER INSTRUMENTS AND ACTS. Upon request of the
Indenture Trustee, the Issuer will execute and deliver such further instruments
and do such further acts as may be reasonably necessary or proper to carry out
more effectively the purpose of this Indenture.

         Section 3.26 STATEMENTS TO NOTEHOLDERS. On each Payment Date, the
Indenture Trustee and the Certificate Registrar shall prepare and make available
on the Indenture Trustee's website, https://www.jpmorgan.com/sfr (or deliver at
the recipient's option), to each Noteholder and Certificateholder the most
recent statement prepared by the Indenture Trustee pursuant to Section 7.05
hereof.

         Section 3.27 [RESERVED].

         Section 3.28 CERTAIN REPRESENTATIONS REGARDING THE TRUST ESTATE.

         (a) With respect to that portion of the Collateral described in clauses
(a) through (d) of the definition of Trust Estate, the Issuer represents to the
Indenture Trustee that:

                  (i) This Indenture creates a valid and continuing security
         interest (as defined in the applicable UCC) in the Collateral in favor
         of the Indenture Trustee, which security interest is prior to all other
         liens, and is enforceable as such as against creditors of and
         purchasers from the Issuer.

                  (ii) The Collateral constitutes "deposit accounts", "chattel
         paper", "general intangibles" or "instruments," as applicable, within
         the meaning of the applicable UCC.

                  (iii) The Issuer owns and has good and marketable title to the
         Collateral, free and clear of any lien, claim or encumbrance of any
         Person.


                                       14

<PAGE>



                  (iv) Other than the security interest granted to the Indenture
         Trustee pursuant to this Indenture, the Issuer has not pledged,
         assigned, sold, granted a security interest in, or otherwise conveyed
         any of the Collateral.

         (b) With respect to that portion of the Collateral described in clause
(e), the Issuer represents to the Indenture Trustee that:

                  (i) This Indenture creates a valid and continuing security
         interest (as defined in the applicable UCC) in the Collateral in favor
         of the Indenture Trustee, which security interest is prior to all other
         liens, and is enforceable as such as against creditors of and
         purchasers from the Issuer.

                  (ii) The Collateral constitutes "general intangibles" within
         the meaning of the applicable UCC.

                  (iii) The Issuer owns and has good and marketable title to the
         Collateral, free and clear of any lien, claim or encumbrance of any
         Person.

                  (iv) Other than the security interest granted to the Indenture
         Trustee pursuant to this Indenture, the Issuer has not pledged,
         assigned, sold, granted a security interest in, or otherwise conveyed
         any of the Collateral.

         (c) With respect to any Collateral in which a security interest may be
perfected by filing, the Issuer has not authorized the filing of, and is not
aware of any financing statements against, the Issuer, that include a
description of collateral covering such Collateral, other than any financing
statement relating to the security interest granted to the Indenture Trustee
hereunder or that has been terminated. The Issuer is not aware of any judgment
or tax lien filings against the Issuer.

         (d) The Issuer has caused or will have caused, within ten days, the
filing of all appropriate financing statements in the proper filing office in
the appropriate jurisdictions under applicable law in order to perfect the
security interest in all Collateral granted to the Indenture Trustee hereunder
in which a security interest may be perfected by filing. Any financing statement
that is filed in connection with this Section 3.28 shall contain a statement
that a purchase or security interest in any collateral described therein will
violate the rights of the secured party named in such financing statement.

         (e) The foregoing representations may not be waived and shall survive
the issuance of the Notes.




                                       15

<PAGE>



                                   ARTICLE IV

               THE NOTES; SATISFACTION AND DISCHARGE OF INDENTURE

         Section 4.01 THE NOTES. Each Class of Notes shall be registered in the
name of a nominee designated by the Depository. Beneficial Owners will hold
interests in the Notes through the book- entry facilities of the Depository in
minimum initial Note Balances of $25,000 and integral multiples of $1 in excess
thereof.

         The Indenture Trustee may for all purposes (including the making of
payments due on the Notes) deal with the Depository (through and to its nominee)
as the authorized representative of the Beneficial Owners with respect to the
Notes for the purposes of exercising the rights of Holders of the Notes
hereunder. Except as provided in the next succeeding paragraph of this Section
4.01, the rights of Beneficial Owners with respect to the Notes shall be limited
to those established by law and agreements between such Beneficial Owners and
the Depository and Depository Participants. Except as provided in Section 4.08
hereof, Beneficial Owners shall not be entitled to definitive notes for the
Notes as to which they are the Beneficial Owners. Requests and directions from,
and votes of, the Depository as Holder of the Notes shall not be deemed
inconsistent if they are made with respect to different Beneficial Owners. The
Indenture Trustee may establish a reasonable record date in connection with
solicitations of consents from or voting by Noteholders and give notice to the
Depository of such record date. Without the consent of the Issuer and the
Indenture Trustee, no Note may be transferred by the Depository except to a
successor Depository that agrees to hold such Note for the account of the
Beneficial Owners.

         In the event the Depository Trust Company resigns or is removed as
Depository, the Indenture Trustee with the approval of the Issuer may appoint a
successor Depository. If no successor Depository has been appointed within 30
days of the effective date of the Depository's resignation or removal, each
Beneficial Owner shall be entitled to certificates representing the Notes it
beneficially owns in the manner prescribed in Section 4.08.

         The Notes shall, on original issue, be executed on behalf of the Issuer
by the Owner Trustee, not in its individual capacity but solely as Owner
Trustee, authenticated by the Indenture Trustee and delivered by the Indenture
Trustee to or upon the order of the Issuer.

         Section 4.02 REGISTRATION OF AND LIMITATIONS ON TRANSFER AND EXCHANGE
OF NOTES; APPOINTMENT OF NOTE REGISTRAR AND CERTIFICATE REGISTRAR. The Issuer
shall cause to be kept at the Corporate Trust Office a Note Register in which,
subject to such reasonable regulations as it may prescribe, the Note Registrar
shall provide for the registration of Notes and of transfers and exchanges of
Notes as herein provided.

         Subject to the restrictions and limitations set forth below, upon
surrender for registration of transfer of any Note at the Corporate Trust
Office, the Issuer shall execute and the Note Registrar shall authenticate and
deliver, in the name of the designated transferee or transferees, one or more
new Notes in authorized initial Note Balances evidencing the same Class and
aggregate Percentage Interests.



                                       16

<PAGE>



         Subject to the foregoing, at the option of the Noteholders, Notes may
be exchanged for other Notes of like tenor and in authorized initial Note
Balances evidencing the same Class and aggregate Percentage Interests upon
surrender of the Notes to be exchanged at the Corporate Trust Office of the Note
Registrar. Whenever any Notes are so surrendered for exchange, the Issuer shall
execute and the Indenture Trustee shall authenticate and deliver the Notes which
the Noteholder making the exchange is entitled to receive. Each Note presented
or surrendered for registration of transfer or exchange shall (if so required by
the Note Registrar) be duly endorsed by, or be accompanied by a written
instrument of transfer in form reasonably satisfactory to the Note Registrar
duly executed by the Holder thereof or his attorney duly authorized in writing
with such signature guaranteed by a commercial bank or trust company located or
having a correspondent located in the city of New York. Notes delivered upon any
such transfer or exchange will evidence the same obligations, and will be
entitled to the same rights and privileges, as the Notes surrendered.

         No service charge shall be made for any registration of transfer or
exchange of Notes, but the Note Registrar shall require payment of a sum
sufficient to cover any tax or governmental charge that may be imposed in
connection with any registration of transfer or exchange of Notes.

         The Issuer hereby appoints the Indenture Trustee as (i) Certificate
Registrar to keep at its Corporate Trust Office a Certificate Register pursuant
to Section 3.09 of the Trust Agreement in which, subject to such reasonable
regulations as it may prescribe, the Certificate Registrar shall provide for the
registration of Certificates and of transfers and exchanges thereof pursuant to
Section 3.05 of the Trust Agreement and (ii) Note Registrar under this
Indenture. The Indenture Trustee hereby accepts such appointments.

         Section 4.03 MUTILATED, DESTROYED, LOST OR STOLEN NOTES. If (i) any
mutilated Note is surrendered to the Indenture Trustee, or the Indenture Trustee
receives evidence to its satisfaction of the destruction, loss or theft of any
Note, and (ii) there is delivered to the Indenture Trustee such security or
indemnity as may be required by it to hold the Issuer and the Indenture Trustee
harmless, then, in the absence of notice to the Issuer, the Note Registrar or
the Indenture Trustee that such Note has been acquired by a bona fide purchaser,
and provided that the requirements of Section 8-405 of the UCC are met, the
Issuer shall execute, and upon its request the Indenture Trustee shall
authenticate and deliver, in exchange for or in lieu of any such mutilated,
destroyed, lost or stolen Note, a replacement Note; PROVIDED, HOWEVER, that if
any such destroyed, lost or stolen Note, but not a mutilated Note, shall have
become or within seven days shall be due and payable, instead of issuing a
replacement Note, the Issuer may pay such destroyed, lost or stolen Note when so
due or payable without surrender thereof. If, after the delivery of such
replacement Note or payment of a destroyed, lost or stolen Note pursuant to the
proviso to the preceding sentence, a bona fide purchaser of the original Note in
lieu of which such replacement Note was issued presents for payment such
original Note, the Issuer and the Indenture Trustee shall be entitled to recover
such replacement Note (or such payment) from the Person to whom it was delivered
or any Person taking such replacement Note from such Person to whom such
replacement Note was delivered or any assignee of such Person, except a bona
fide purchaser, and shall be entitled to recover upon the security or indemnity
provided therefor to the extent of any loss, damage, cost or expense incurred by
the Issuer or the Indenture Trustee in connection therewith.



                                       17

<PAGE>



         Upon the issuance of any replacement Note under this Section 4.03, the
Issuer may require the payment by the Holder of such Note of a sum sufficient to
cover any tax or other governmental charge that may be imposed in relation
thereto and any other reasonable expenses (including the fees and expenses of
the Indenture Trustee) connected therewith.

         Every replacement Note issued pursuant to this Section 4.03 in
replacement of any mutilated, destroyed, lost or stolen Note shall constitute an
original additional contractual obligation of the Issuer, whether or not the
mutilated, destroyed, lost or stolen Note shall be at any time enforceable by
anyone, and shall be entitled to all the benefits of this Indenture equally and
proportionately with any and all other Notes duly issued hereunder.

         The provisions of this Section 4.03 are exclusive and shall preclude
(to the extent lawful) all other rights and remedies with respect to the
replacement or payment of mutilated, destroyed, lost or stolen Notes.

         Section 4.04 PERSONS DEEMED OWNERS. Prior to due presentment for
registration of transfer of any Note, the Issuer, the Indenture Trustee, the
Paying Agent and any agent of the Issuer or the Indenture Trustee may treat the
Person in whose name any Note is registered (as of the day of determination) as
the owner of such Note for the purpose of receiving payments of principal of and
interest, if any, on such Note and for all other purposes whatsoever, whether or
not such Note be overdue, and neither the Issuer, the Indenture Trustee, the
Paying Agent nor any agent of the Issuer or the Indenture Trustee shall be
affected by notice to the contrary.

         Section 4.05 CANCELLATION. All Notes surrendered for payment,
registration of transfer, exchange or redemption shall, if surrendered to any
Person other than the Indenture Trustee, be delivered to the Indenture Trustee
and shall be promptly cancelled by the Indenture Trustee. The Issuer may at any
time deliver to the Indenture Trustee for cancellation any Notes previously
authenticated and delivered hereunder which the Issuer may have acquired in any
manner whatsoever, and all Notes so delivered shall be promptly cancelled by the
Indenture Trustee. No Notes shall be authenticated in lieu of or in exchange for
any Notes cancelled as provided in this Section 4.05, except as expressly
permitted by this Indenture. All cancelled Notes may be held or disposed of by
the Indenture Trustee in accordance with its standard retention or disposal
policy as in effect at the time unless the Issuer shall direct by an Issuer
Request that they be destroyed or returned to it; PROVIDED, HOWEVER, that such
Issuer Request is timely and the Notes have not been previously disposed of by
the Indenture Trustee.

         Section 4.06 BOOK-ENTRY NOTES. The Notes, upon original issuance, will
be issued in the form of typewritten Notes representing the Book-Entry Notes, to
be delivered to The Depository Trust Company, the initial Depository, by, or on
behalf of, the Issuer. The Notes shall initially be registered on the Note
Register in the name of Cede & Co., the nominee of the initial Depository, and
no Beneficial Owner will receive a Definitive Note representing such Beneficial
Owner's interest in such Note, except as provided in Section 4.08. With respect
to such Notes, unless and until definitive, fully registered Notes (the
"Definitive Notes") have been issued to Beneficial Owners pursuant to Section
4.08:

                  (i) the provisions of this Section 4.06 shall be in full force
         and effect;


                                       18

<PAGE>



                  (ii) the Note Registrar, the Paying Agent and the Indenture
         Trustee shall be entitled to deal with the Depository for all purposes
         of this Indenture (including the payment of principal of and interest
         on the Notes and the giving of instructions or directions hereunder) as
         the sole holder of the Notes, and shall have no obligation to the
         Beneficial Owners of the Notes;

                  (iii) to the extent that the provisions of this Section 4.06
         conflict with any other provisions of this Indenture, the provisions of
         this Section 4.06 shall control;

                  (iv) the rights of Beneficial Owners shall be exercised only
         through the Depository and shall be limited to those established by law
         and agreements between such Owners of Notes and the Depository and/or
         the Depository Participants. Unless and until Definitive Notes are
         issued pursuant to Section 4.08, the initial Depository will make
         book-entry transfers among the Depository Participants and receive and
         transmit payments of principal of and interest on the Notes to such
         Depository Participants; and

                  (iv) whenever this Indenture requires or permits actions to be
         taken based upon instructions or directions of Holders of Notes
         evidencing a specified percentage of the Note Balances of the Notes,
         the Depository shall be deemed to represent such percentage with
         respect to the Notes only to the extent that it has received
         instructions to such effect from Beneficial Owners and/or Depository
         Participants owning or representing, respectively, such required
         percentage of the beneficial interest in the Notes and has delivered
         such instructions to the Indenture Trustee.

         Section 4.07 NOTICES TO DEPOSITORY. Whenever a notice or other
communication to the Note Holders is required under this Indenture, unless and
until Definitive Notes shall have been issued to Beneficial Owners pursuant to
Section 4.08, the Indenture Trustee shall give all such notices and
communications specified herein to be given to Holders of the Notes to the
Depository, and shall have no obligation to the Beneficial Owners.

         Section 4.08 DEFINITIVE NOTES. If (i) the Indenture Trustee determines
that the Depository is no longer willing or able to properly discharge its
responsibilities with respect to the Notes and the Indenture Trustee is unable
to locate a qualified successor, (ii) the Indenture Trustee elects to terminate
the book-entry system through the Depository or (iii) after the occurrence of an
Event of Default, Beneficial Owners of Notes representing beneficial interests
aggregating at least a majority of the Note Balances of the Notes advise the
Depository in writing that the continuation of a book- entry system through the
Depository is no longer in the best interests of the Beneficial Owners, then the
Depository shall notify all Beneficial Owners and the Indenture Trustee of the
occurrence of any such event and of the availability of Definitive Notes to
Beneficial Owners requesting the same. Upon surrender to the Indenture Trustee
of the typewritten Notes representing the Book-Entry Notes by the Depository,
accompanied by registration instructions, the Issuer shall execute and the
Indenture Trustee shall authenticate the Definitive Notes in accordance with the
instructions of the Depository. None of the Issuer, the Note Registrar or the
Indenture Trustee shall be liable for any delay in delivery of such instructions
and may conclusively rely on, and shall be protected in relying on, such
instructions. Upon the issuance of Definitive Notes, the Indenture Trustee shall
recognize the Holders of the Definitive Notes as Noteholders.


                                       19

<PAGE>



         Section 4.09 TAX TREATMENT. The Issuer has entered into this Indenture,
and the Notes will be issued with the intention that, for federal, state and
local income, single business and franchise tax purposes, the Notes will qualify
as indebtedness. The Issuer and the Indenture Trustee (in accordance with
Section 6.06 hereof), by entering into this Indenture, and each Noteholder, by
its acceptance of its Note (and each Beneficial Owner by its acceptance of an
interest in the applicable Book-Entry Note), agree to treat the Notes for
federal, state and local income, single business and franchise tax purposes as
indebtedness.

         Section 4.10 SATISFACTION AND DISCHARGE OF INDENTURE. This Indenture
shall cease to be of further effect with respect to the Notes except as to (i)
rights of registration of transfer and exchange, (ii) substitution of mutilated,
destroyed, lost or stolen Notes, (iii) rights of Noteholders to receive payments
of principal thereof and interest thereon, (iv) Sections 3.03, 3.04, 3.06, 3.09,
3.17, 3.19 and 3.20, (v) the rights, obligations and immunities of the Indenture
Trustee hereunder (including the rights of the Indenture Trustee under Section
6.07 and the obligations of the Indenture Trustee under Section 4.11) and (vi)
the rights of Noteholders as beneficiaries hereof with respect to the property
so deposited with the Indenture Trustee payable to all or any of them, and the
Indenture Trustee, on demand of and at the expense of the Issuer, shall execute
proper instruments acknowledging satisfaction and discharge of this Indenture
with respect to the Notes and shall release and deliver the Collateral to or
upon the order of the Issuer, when

                  (A) either

                  (1) all Notes theretofore authenticated and delivered (other
         than (i) Notes that have been destroyed, lost or stolen and that have
         been replaced or paid as provided in Section 4.03 hereof and (ii) Notes
         for whose payment money has theretofore been deposited in trust or
         segregated and held in trust by the Issuer and thereafter repaid to the
         Issuer or discharged from such trust, as provided in Section 3.03) have
         been delivered to the Indenture Trustee for cancellation; or

                  (2) all Notes not theretofore delivered to the Indenture
         Trustee for cancellation (a) have become due and payable, (b) will
         become due and payable at the Final Stated Maturity Date within one
         year, or (c) have been called for early redemption pursuant to Section
         8.07 hereof, and the Issuer, in the case of (a) or (b) above, has
         irrevocably deposited or caused to be irrevocably deposited with the
         Indenture Trustee cash or direct obligations of or obligations
         guaranteed by the United States of America (which will mature prior to
         the date such amounts are payable), in trust for such purpose, in an
         amount sufficient to pay and discharge the entire indebtedness on such
         Notes then outstanding not theretofore delivered to the Indenture
         Trustee for cancellation when due on the Final Stated Maturity Date or
         other final Payment Date, or, in the case of (c) above, the Issuer
         shall have complied with all requirements of Section 8.07 hereof,

                  (B) the Issuer has paid or caused to be paid all other sums
         payable hereunder; and

                  (C) the Issuer has delivered to the Indenture Trustee an
         Officer's Certificate and an Opinion of Counsel, each meeting the
         applicable requirements of Section 10.01 hereof, each stating that all
         conditions precedent herein provided for relating to the satisfaction
         and


                                       20

<PAGE>



         discharge of this Indenture have been complied with and, if the Opinion
         of Counsel relates to a deposit made in connection with Section
         4.10(A)(2)(b) above, such opinion shall further be to the effect that
         such deposit will constitute an "in-substance defeasance" within the
         meaning of Revenue Ruling 85-42, 1985-1 C.B. 36, and in accordance
         therewith, the Issuer will be the owner of the assets deposited in
         trust for federal income tax purposes.

         Section 4.11 APPLICATION OF TRUST MONEY. All monies deposited with the
Indenture Trustee pursuant to Section 4.10 hereof shall be held in trust and
applied by it, in accordance with the provisions of the Notes and this
Indenture, to the payment, either directly or through any Paying Agent or the
Issuer, Certificate Paying Agent as designee of the Issuer, as the Indenture
Trustee may determine, to the Holders of Notes or Certificates, of all sums due
and to become due thereon for principal and interest or otherwise; but such
monies need not be segregated from other funds except to the extent required
herein or required by law.

         Section 4.12 RESERVED.

         Section 4.13 REPAYMENT OF MONIES HELD BY PAYING AGENT. In connection
with the satisfaction and discharge of this Indenture with respect to the Notes,
all monies then held by any Person other than the Indenture Trustee under the
provisions of this Indenture with respect to such Notes shall, upon demand of
the Issuer, be paid to the Indenture Trustee to be held and applied according to
Section 3.05 and thereupon such Person shall be released from all further
liability with respect to such monies.

         Section 4.14 TEMPORARY NOTES. Pending the preparation of any Definitive
Notes, the Issuer may execute and upon its written direction, the Indenture
Trustee may authenticate and make available for delivery, temporary Notes that
are printed, lithographed, typewritten, photocopied or otherwise produced, in
any denomination, substantially of the tenor of the Definitive Notes in lieu of
which they are issued and with such appropriate insertions, omissions,
substitutions and other variations as the officers executing such Notes may
determine, as evidenced by their execution of such Notes.

         If temporary Notes are issued, the Issuer will cause Definitive Notes
to be prepared without unreasonable delay. After the preparation of the
Definitive Notes, the temporary Notes shall be exchangeable for Definitive Notes
upon surrender of the temporary Notes at the office of the Indenture Trustee
located at c/o DTC Transfer Services, 55 Water Street, Jeanette Park Entrance,
New York, New York 10041, without charge to the Holder. Upon surrender for
cancellation of any one or more temporary Notes, the Issuer shall execute and
the Indenture Trustee shall authenticate and make available for delivery, in
exchange therefor, Definitive Notes of authorized denominations and of like
tenor, class and aggregate principal amount. Until so exchanged, such temporary
Notes shall in all respects be entitled to the same benefits under this
Indenture as Definitive Notes.

         Section 4.15 REPRESENTATION REGARDING ERISA. By acquiring a Note or
interest therein, each Holder of such Note or Beneficial Owner of any such
interest will be deemed to represent that either (1) it is not acquiring the
Note with Plan Assets or (2) (A) the acquisition, holding and transfer of such
Note will not give rise to a non-exempt prohibited transaction under Section 406
of ERISA or Section 4975 of the Code and (B) the Notes are rated investment
grade or better and such person


                                       21

<PAGE>



believes that the Notes are properly treated as indebtedness without substantial
equity features for purposes of the Department of Labor regulation 29 C.F.R. ss.
2510.3-101, and agrees to so treat the Notes. Alternatively, regardless of the
rating of the Notes, such person may provide the Indenture Trustee and the Owner
Trustee with an opinion of counsel, which opinion of counsel will not be at the
expense of the Issuer, the Seller, the Originator, any Underwriter, the Owner
Trustee, the Indenture Trustee, the Servicer or any successor servicer which
opines that the acquisition, holding and transfer of such Note or interest
therein is permissible under applicable law, will not constitute or result in a
non-exempt prohibited transaction under ERISA or Section 4975 of the Code and
will not subject the Issuer, the Seller, the Originator, the Depositor, the
Owner Trustee, the Indenture Trustee, the Servicer or any successor servicer to
any obligation in addition to those undertaken in the Indenture.




                                       22

<PAGE>



                                    ARTICLE V

                              DEFAULT AND REMEDIES

         Section 5.01 EVENTS OF DEFAULT. The Issuer shall deliver to the
Indenture Trustee, written notice in the form of an Officer's Certificate,
within five days after learning of the occurrence of any event which with the
giving of notice and the lapse of time would become an Event of Default under
clause (iv), (v) or (vi) of the definition of "Event of Default," its status and
what action the Issuer is taking or proposes to take with respect thereto. The
Indenture Trustee shall not be deemed to have knowledge of any Event of Default
unless a Responsible Officer has actual knowledge thereof or unless written
notice of such Event of Default is received by a Responsible Officer and such
notice references the Notes, the Trust Estate or this Indenture.

         Section 5.02 ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT. If an
Event of Default should occur and be continuing, then and in every such case the
Indenture Trustee at the written direction of the Holders of Notes representing
not less than 66-2/3% of the aggregate Note Balance of the Notes, together with
accrued and unpaid interest thereon through the date of acceleration shall
become immediately due and payable.

         At any time after such declaration of acceleration of maturity with
respect to an Event of Default has been made and before a judgment or decree for
payment of the money due has been obtained by the Indenture Trustee as
hereinafter in this Article V provided, Holders of the Notes representing not
less than 66-2/3% of the aggregate Note Balance of the Notes, by written notice
to the Issuer and the Indenture Trustee, may waive the related Event of Default
and rescind and annul such declaration and its consequences if

                  (i) the Issuer has paid or deposited with the Indenture
         Trustee a sum sufficient to pay (a) all payments of principal of and
         Interest Payment Amounts due on the Notes and all other amounts that
         would then be due hereunder or upon the Notes if the Event of Default
         giving rise to such acceleration had not occurred; and (b) all sums
         paid or advanced by the Indenture Trustee hereunder and the reasonable
         compensation, expenses, disbursements and advances of the Indenture
         Trustee and its agents and counsel; and

                  (ii) all Events of Default, other than the nonpayment of the
         principal of the Notes that has become due solely by such acceleration,
         have been cured or waived as provided in Section 5.12.

         No such rescission shall affect any subsequent default or impair any
right consequent thereto.

         Section 5.03 COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY
INDENTURE TRUSTEE.

         (a) The Issuer covenants that if an Event of Default has occurred and
is continuing, the Issuer shall, upon demand of the Indenture Trustee, at the
direction of the Holders of not less than 66-2/3% of the aggregate Note Balances
of the Notes, pay to the Indenture Trustee, for the benefit of the Holders of
Notes, the whole amount then due and payable on the Notes for principal and
interest, with interest at the applicable Note Rate upon the overdue principal,
and in addition thereto


                                       23

<PAGE>



such further amount as shall be sufficient to cover the costs and expenses of
collection, including the reasonable compensation, expenses, disbursements and
advances of the Indenture Trustee and its agents and counsel.

         (b) In case the Issuer shall fail forthwith to pay such amounts upon
such demand, the Indenture Trustee, in its own name and as trustee of an express
trust, subject to the provisions of Section 10.16 hereof may institute a
Proceeding for the collection of the sums so due and unpaid, and may prosecute
such Proceeding to judgment or final decree, and may enforce the same against
the Issuer or other obligor upon the Notes and collect in the manner provided by
law out of the property of the Issuer or other obligor the Notes, wherever
situated, the monies adjudged or decreed to be payable.

         (c) If an Event of Default occurs and is continuing, the Indenture
Trustee, subject to the provisions of Section 10.16 hereof may, as more
particularly provided in Section 5.04 hereof, in its discretion, proceed to
protect and enforce its rights and the rights of the Noteholders, by such
appropriate Proceedings, as directed in writing by Holders of at least 66-2/3%
of the aggregate Note Balances of the Notes, to protect and enforce any such
rights, whether for the specific enforcement of any covenant or agreement in
this Indenture or in aid of the exercise of any power granted herein, or to
enforce any other proper remedy or legal or equitable right vested in the
Indenture Trustee by this Indenture or by law.

         (d) In case there shall be pending, relative to the Issuer or any other
obligor upon the Notes or any Person having or claiming an ownership interest in
the Trust Estate, Proceedings under Title 11 of the United States Code or any
other applicable federal or state bankruptcy, insolvency or other similar law,
or in case a receiver, assignee or trustee in bankruptcy or reorganization,
liquidator, sequestrator or similar official shall have been appointed for or
taken possession of the Issuer or its property or such other obligor or Person,
or in case of any other comparable judicial Proceedings relative to the Issuer
or other obligor upon the Notes, or to the creditors or property of the Issuer
or such other obligor, the Indenture Trustee, as directed in writing by Holders
of at least 66-2/3% of the aggregate Note Balances of the Notes, irrespective of
whether the principal of any Notes shall then be due and payable as therein
expressed or by declaration or otherwise and irrespective of whether the
Indenture Trustee shall have made any demand pursuant to the provisions of this
Section, shall be entitled and empowered, by intervention in such Proceedings or
otherwise:

                  (i) to file and prove a claim or claims for the whole amount
         of principal and interest owing and unpaid in respect of the Notes and
         to file such other papers or documents as may be necessary or advisable
         in order to have the claims of the Indenture Trustee (including any
         claim for reasonable compensation to the Indenture Trustee and each
         predecessor Indenture Trustee, and their respective agents, attorneys
         and counsel, and for reimbursement of all expenses and liabilities
         incurred, and all advances made, by the Indenture Trustee and each
         predecessor Indenture Trustee, except as a result of negligence or bad
         faith) and of the Noteholders allowed in such Proceedings;

                  (ii) unless prohibited by applicable law and regulations, to
         vote on behalf of the Holders of Notes in any election of a trustee, a
         standby trustee or Person performing similar functions in any such
         Proceedings;


                                       24

<PAGE>



                  (iii) to collect and receive any monies or other property
         payable or deliverable on any such claims and to distribute all amounts
         received with respect to the claims of the Noteholders and of the
         Indenture Trustee on their behalf, and

                  (iv) to file such proofs of claim and other papers or
         documents as may be necessary or advisable in order to have the claims
         of the Indenture Trustee or the Holders of Notes allowed in any
         judicial proceedings relative to the Issuer, its creditors and its
         property; and any trustee, receiver, liquidator, custodian or other
         similar official in any such Proceeding is hereby authorized by each of
         such Noteholders to make payments to the Indenture Trustee and, in the
         event that the Indenture Trustee shall consent to the making of
         payments directly to such Noteholders, to pay to the Indenture Trustee
         such amounts as shall be sufficient to cover reasonable compensation to
         the Indenture Trustee, each predecessor Indenture Trustee and their
         respective agents, attorneys and counsel, and all other expenses and
         liabilities incurred, and all advances made, by the Indenture Trustee
         and each predecessor Indenture Trustee.

         (e) Nothing herein contained shall be deemed to authorize the Indenture
Trustee to authorize or consent to or vote for or accept or adopt on behalf of
any Noteholder any plan of reorganization, arrangement, adjustment or
composition affecting the Notes or the rights of any Holder thereof or to
authorize the Indenture Trustee to vote in respect of the claim of any
Noteholder in any such proceeding except, as aforesaid, to vote for the election
of a trustee in bankruptcy or similar Person.

         (f) All rights of action and of asserting claims under this Indenture,
or under any of the Notes, may be enforced by the Indenture Trustee without the
possession of any of the Notes or the production thereof in any trial or other
Proceedings relative thereto, and any such action or proceedings instituted by
the Indenture Trustee shall be brought in its own name as trustee of an express
trust, and any recovery of judgment, subject to the payment of the expenses,
disbursements and compensation of the Indenture Trustee, each predecessor
Indenture Trustee and their respective agents and attorneys, shall be for the
ratable benefit of the Holders of the Notes, subject to Section 5.05 hereof.

         (g) In any Proceedings brought by the Indenture Trustee (and also any
Proceedings involving the interpretation of any provision of this Indenture to
which the Indenture Trustee shall be a party), the Indenture Trustee shall be
held to represent all the Holders of the Notes, and it shall not be necessary to
make any Noteholder a party to any such Proceedings.

         Section 5.04 REMEDIES; PRIORITIES.

         (a) If an Event of Default shall have occurred and be continuing and if
an acceleration has been declared and not rescinded pursuant to Section 5.02
hereof, the Indenture Trustee subject to the provisions of Section 10.16 hereof
may, and shall, at the written direction of the Holders of not less than 66-2/3%
of the aggregate Note Balances of the Notes, do one or more of the following
(subject to Section 5.05 hereof):



                                       25

<PAGE>



                  (i) institute Proceedings in its own name and as trustee of an
         express trust for the collection of all amounts then payable on the
         Notes or under this Indenture with respect thereto, whether by
         declaration or otherwise enforce any judgment obtained, and collect
         from the Issuer and any other obligor upon such Notes monies adjudged
         due;

                  (ii) institute Proceedings from time to time for the complete
         or partial foreclosure of this Indenture with respect to the Trust
         Estate;

                  (iii) exercise any remedies of a secured party under the UCC
         and take any other appropriate action to protect and enforce the rights
         and remedies of the Indenture Trustee and the Holders of the Notes; and

                  (iv) sell the Trust Estate or any portion thereof or rights or
         interest therein, at one or more public or private sales called and
         conducted in any manner permitted by law; PROVIDED, HOWEVER, that the
         Indenture Trustee may not sell or otherwise liquidate the Trust Estate
         following an Event of Default, unless (A) the Indenture Trustee obtains
         the consent of the Holders of 100% of the aggregate Note Balance of the
         Notes, (B) the proceeds of such sale or liquidation distributable to
         the Holders of the Notes are sufficient to discharge in full all
         amounts then due and unpaid upon such Notes for principal and interest
         or (C) the Indenture Trustee determines that the Contracts will not
         continue to provide sufficient funds for the payment of principal of
         and Interest Payment Amounts due on the applicable Notes as they would
         have become due if the Notes had not been declared due and payable, and
         the Indenture Trustee obtains the consent of the Holders of at least
         66-2/3% of the aggregate Note Balance of the Notes. In determining such
         sufficiency or insufficiency with respect to clause (B) and (C), the
         Indenture Trustee may, but need not, obtain and rely upon written
         advice or an opinion (obtained at the expense of the Trust) of an
         Independent investment banking or accounting firm of national
         reputation as to the feasibility of such proposed action and as to the
         sufficiency of the Trust Estate for such purpose. Notwithstanding the
         foregoing, so long as a Servicer Event of Default has not occurred, any
         sale of the Trust Estate shall be made subject to the continued
         servicing of the Contracts by the Servicer as provided in the Servicing
         Agreement.

         (b) If the Indenture Trustee collects any money or property pursuant to
this Article V, it shall pay out the money or property in the order of priority
set forth in Section 8.01 hereof.

         The Indenture Trustee may fix a record date and Payment Date for any
payment to Noteholders pursuant to this Section 5.04. At least 15 days before
such record date, the Indenture Trustee shall mail to each Noteholder a notice
that states the record date, the Payment Date and the amount to be paid.

         Section 5.05 OPTIONAL PRESERVATION OF THE TRUST ESTATE. If the Notes
have been declared to be due and payable under Section 5.02 following an Event
of Default and such declaration and its consequences have not been rescinded and
annulled, the Indenture Trustee may elect to take and maintain possession of the
Trust Estate. It is the desire of the parties hereto and the Noteholders that
there be at all times sufficient funds for the payment of principal of and
interest on the Notes and other obligations of the Issuer and the Indenture
Trustee shall take such desire into account when


                                       26

<PAGE>



determining whether or not to take and maintain possession of the Trust Estate.
In determining whether and how to take and maintain possession of the Trust
Estate, the Indenture Trustee may, but need not, obtain and rely upon the
written advice or an opinion of an Independent investment banking or accounting
firm of national reputation as to the feasibility of such proposed action and as
to the sufficiency of the Trust Estate for such purpose.

         Section 5.06 LIMITATION OF SUITS. No Holder of any Note shall have any
right to institute any Proceeding, judicial or otherwise, with respect to this
Indenture, or for the appointment of a receiver or trustee, or for any other
remedy hereunder, unless and subject to the provisions of Section 10.16 hereof

                  (i) such Holder has previously given written notice to the
         Indenture Trustee of a continuing Event of Default;

                  (ii) the Holders of not less than 25% of the aggregate Note
         Balances of the Notes have made a written request to the Indenture
         Trustee to institute such Proceeding in respect of such Event of
         Default in its own name as Indenture Trustee hereunder;

                  (iii) such Holder or Holders have offered to the Indenture
         Trustee indemnity reasonably satisfactory to it against the costs,
         expenses and liabilities to be incurred in complying with such request;

                  (iv) the Indenture Trustee for 60 days after its receipt of
         such notice of request and offer of indemnity has failed to institute
         such Proceedings;

                  (v) no direction inconsistent with such written request has
         been given to the Indenture Trustee during such 60-day period by the
         Holders of at least 66-2/3% of the Note Balances of the Notes; and

                  (vi) such Event of Default has occurred and is continuing.

         It is understood and intended that no one or more Holders of Notes
shall have any right in any manner whatever by virtue of, or by availing of, any
provision of this Indenture to affect, disturb or prejudice the rights of any
other Holders of Notes or to obtain or to seek to obtain priority or preference
over any other Holders or to enforce any right under this Indenture, except in
the manner herein provided.

         Section 5.07 UNCONDITIONAL RIGHTS OF NOTEHOLDERS TO RECEIVE PRINCIPAL
AND INTEREST. Notwithstanding any other provisions in this Indenture, the Holder
of any Note shall have the right, which is absolute and unconditional, to
receive payment of the principal of and interest, if any, on such Note on or
after the respective due dates thereof expressed in such Note or in this
Indenture and to institute suit for the enforcement of any such payment, and
such right shall not be impaired without the consent of such Holder.

         Section 5.08 RESTORATION OF RIGHTS AND REMEDIES. If the Indenture
Trustee or any Noteholder has instituted any Proceeding to enforce any right or
remedy under this Indenture and


                                       27

<PAGE>



such Proceeding has been discontinued or abandoned for any reason or has been
determined adversely to the Indenture Trustee or to such Noteholder, then and in
every such case the Issuer, the Indenture Trustee and the Noteholders shall,
subject to any determination in such Proceeding, be restored severally and
respectively to their former positions hereunder, and thereafter all rights and
remedies of the Indenture Trustee and the Noteholders shall continue as though
no such Proceeding had been instituted.

         Section 5.09 RIGHTS AND REMEDIES CUMULATIVE. No right or remedy herein
conferred upon or reserved to the Indenture Trustee or to the Noteholders is
intended to be exclusive of any other right or remedy, and every right and
remedy shall, to the extent permitted by law, be cumulative and in addition to
every other right and remedy given hereunder or now or hereafter existing at law
or in equity or otherwise. The assertion or employment of any right or remedy
hereunder, or otherwise, shall not prevent the concurrent assertion or
employment of any other appropriate right or remedy.

         Section 5.10 DELAY OR OMISSION NOT A WAIVER. No delay or omission of
the Indenture Trustee or any Holder of any Note to exercise any right or remedy
accruing upon any Event of Default shall impair any such right or remedy or
constitute a waiver of any such Event of Default or an acquiescence therein.
Every right and remedy given by this Article V or by law to the Indenture
Trustee or to the Noteholders may be exercised from time to time, and as often
as may be deemed expedient, by the Indenture Trustee or by the Noteholders, as
the case may be.

         Section 5.11 CONTROL BY NOTEHOLDERS. The Holders of not less than
66-2/3% of the aggregate Note Balances of Notes shall have the right to direct
the time, method and place of conducting any Proceeding for any remedy available
to the Indenture Trustee with respect to the Notes or exercising any trust or
power conferred on the Indenture Trustee; provided that:

                  (i) such direction shall not be in conflict with any rule of
         law or with this Indenture;

                  (ii) any direction to the Indenture Trustee to sell or
         liquidate the Trust Estate shall be by Holders of Notes representing
         not less than 100% of the Note Balances of the Notes;

                  (iii) the Indenture Trustee has been provided with indemnity
         satisfactory to it; and

                  (iv) the Indenture Trustee may take any other action deemed
         proper by the Indenture Trustee that is not inconsistent with such
         direction of the Holders of Notes representing 66-2/3% of the Note
         Balances of the Notes.

         Notwithstanding the rights of Noteholders set forth in this Section
5.11 the Indenture Trustee need not take any action that it determines might
involve it in liability or if adequate indemnity is not assured to it.

         Section 5.12 WAIVER OF PAST DEFAULTS. Prior to the declaration of the
acceleration of the maturity of the Notes as provided in Section 5.02 hereof,
the Holders of Notes representing not less than 66-2/3% of the aggregate Note
Balance of the Notes may waive any past Event of Default and its consequences
except an Event of Default (a) with respect to payment of principal of or
interest


                                       28

<PAGE>



on any of the Notes or (b) in respect of a covenant or provision hereof which
cannot be modified or amended without the consent of the Holder of each Note. In
the case of any such waiver, the Issuer, the Indenture Trustee and the Holders
of the Notes shall be restored to their former positions and rights hereunder,
respectively, but no such waiver shall extend to any subsequent or other Event
of Default or impair any right consequent thereto.

         Upon any such waiver, any Event of Default arising therefrom shall be
deemed to have been cured and not to have occurred, for every purpose of this
Indenture; but no such waiver shall extend to any subsequent or other Event of
Default or impair any right consequent thereto.

         Section 5.13 UNDERTAKING FOR COSTS. All parties to this Indenture
agree, and each Holder of any Note and each Beneficial Owner of any interest
therein by such Holder's or Beneficial Owner's acceptance thereof shall be
deemed to have agreed, that any court may in its discretion require, in any suit
for the enforcement of any right or remedy under this Indenture, or in any suit
against the Indenture Trustee for any action taken, suffered or omitted by it as
Indenture Trustee, the filing by any party litigant in such suit of an
undertaking to pay the costs of such suit, and that such court may in its
discretion assess reasonable costs, including reasonable attorneys' fees,
against any party litigant in such suit, having due regard to the merits and
good faith of the claims or defenses made by such party litigant; but the
provisions of this Section 5.13 shall not apply to (a) any suit instituted by
the Indenture Trustee, (b) any suit instituted by any Noteholder, or group of
Noteholders, in each case holding in the aggregate more than 10% of the Note
Balances of the Notes or (c) any suit instituted by any Noteholder for the
enforcement of the payment of principal of or interest on any Note on or after
the respective due dates expressed in such Note and in this Indenture.

         Section 5.14 WAIVER OF STAY OR EXTENSION LAWS. The Issuer covenants (to
the extent that it may lawfully do so) that it will not at any time insist upon,
or plead or in any manner whatsoever, claim or take the benefit or advantage of,
any stay or extension law wherever enacted, now or at any time hereafter in
force, that may affect the covenants or the performance of this Indenture; and
the Issuer (to the extent that it may lawfully do so) hereby expressly waives
all benefit or advantage of any such law, and covenants that it shall not
hinder, delay or impede the execution of any power herein granted to the
Indenture Trustee, but will suffer and permit the execution of every such power
as though no such law had been enacted.

         Section 5.15 SALE OF TRUST ESTATE.

         (a) The power to effect any sale or other disposition (a "Sale") of any
portion of the Trust Estate pursuant to Section 5.04 hereof is expressly subject
to the provisions of Section 5.05 hereof and this Section 5.15. The power to
effect any such Sale shall not be exhausted by any one or more Sales as to any
portion of the Trust Estate remaining unsold, but shall continue unimpaired
until the entire Trust Estate shall have been sold or all amounts payable on the
Notes and under this Indenture shall have been paid. The Indenture Trustee may
from time to time postpone any public Sale by public announcement made at the
time and place of such Sale. The Indenture Trustee hereby expressly waives its
right to any amount fixed by law as compensation for any Sale.

         (b) The Indenture Trustee shall not in any private Sale sell the Trust
Estate, or any portion thereof, unless


                                       29

<PAGE>



                  (i) the Holders of all Notes consent to or direct the
         Indenture Trustee to make, such Sale, or

                  (ii) the proceeds of such Sale would be not less than the
         entire amount which would be payable to the Noteholders under the
         Notes, in full payment thereof in accordance with Section 5.02 hereof,
         on the Payment Date next succeeding the date of such Sale, or

                  (iii) the Indenture Trustee determines that the conditions for
         retention of the Trust Estate set forth in Section 5.05 hereof cannot
         be satisfied (in making any determination under this Section 5.15, the
         Indenture Trustee may rely upon written advice or an opinion of an
         Independent investment banking firm obtained and delivered as provided
         in Section 5.05 hereof), and the Holders of Notes representing at least
         100% of the Note Balances of the Notes consent to such Sale.

         The purchase by the Indenture Trustee of all or any portion of the
Trust Estate at a private Sale shall not be deemed a Sale or other disposition
thereof for purposes of this Section 5.15(b).

         (c) [Reserved].

         (d) In connection with a Sale of all or any portion of the Trust
Estate,

                  (i) any Holder or Holders of Notes may bid for and purchase
         the property offered for sale, and upon compliance with the terms of
         sale may hold, retain and possess and dispose of such property, without
         further accountability, and may, in paying the purchase money therefor,
         deliver any Notes or claims for interest thereon in lieu of cash up to
         the amount which shall, upon distribution of the net proceeds of such
         sale, be payable thereon, and such Notes, in case the amounts so
         payable thereon shall be less than the amount due thereon, shall be
         returned to the Holders thereof after being appropriately stamped to
         show such partial payment;

                  (ii) the Indenture Trustee may bid for and acquire the
         property offered for Sale in connection with any Sale thereof, and,
         subject to any requirements of, and to the extent permitted by,
         applicable law in connection therewith, may purchase all or any portion
         of the Trust Estate in a private sale, and, in lieu of paying cash
         therefor, may make settlement for the purchase price by crediting the
         gross Sale price against the sum of (A) the amount which would be
         payable to the Holders of the Notes and Holders of Certificates on the
         Payment Date next succeeding the date of such Sale and (B) the expenses
         of the Sale and of any Proceedings in connection therewith which are
         reimbursable to it, without being required to produce the Notes in
         order to complete any such Sale or in order for the net Sale price to
         be credited against such Notes, and any property so acquired by the
         Indenture Trustee shall be held and dealt with by it in accordance with
         the provisions of this Indenture;

                  (iii) the Indenture Trustee shall execute and deliver an
         appropriate instrument of conveyance, prepared by the Issuer and
         satisfactory to the Indenture Trustee, transferring its interest in any
         portion of the Trust Estate in connection with a Sale thereof;



                                       30

<PAGE>



                  (iv) the Indenture Trustee is hereby irrevocably appointed the
         agent and attorney- in-fact of the Issuer to transfer and convey its
         interest in any portion of the Trust Estate in connection with a Sale
         thereof, and to take all action necessary to effect such Sale; and

                  (v) no purchaser or transferee at such a Sale shall be bound
         to ascertain the Indenture Trustee's authority, inquire into the
         satisfaction of any conditions precedent or see to the application of
         any monies.

         Section 5.16 ACTION ON NOTES. The Indenture Trustee's right to seek and
recover judgment on the Notes or under this Indenture shall not be affected by
the seeking, obtaining or application of any other relief under or with respect
to this Indenture. Neither the lien of this Indenture nor any rights or remedies
of the Indenture Trustee or the Noteholders shall be impaired by the recovery of
any judgment by the Indenture Trustee against the Issuer or by the levy of any
execution under such judgment upon any portion of the Trust Estate or upon any
of the assets of the Issuer. Any money or property collected by the Indenture
Trustee shall be applied in accordance with Section 5.04(b) hereof.

         Section 5.17 PERFORMANCE AND ENFORCEMENT OF CERTAIN OBLIGATIONS.

         (a) Promptly following a request from the Indenture Trustee to do so,
the Issuer in its capacity as holder of the Contracts, shall take all such
lawful action as the Indenture Trustee may request to cause the Issuer to compel
or secure the performance and observance by the Seller, the Originator and the
Servicer, as applicable, of each of their obligations to the Issuer under or in
connection with the Manufactured Housing Contract Sale Agreement and the
Servicing Agreement, and to exercise any and all rights, remedies, powers and
privileges lawfully available to the Issuer under or in connection with the
Manufactured Housing Contract Sale Agreement and the Servicing Agreement to the
extent and in the manner directed by the Indenture Trustee, as pledgee of the
Contracts, including the transmission of notices of default on the part of the
Seller, the Originator or the Servicer thereunder and the institution of legal
or administrative actions or proceedings to compel or secure performance by the
Seller, the Originator or the Servicer of each of their obligations under the
Manufactured Housing Contract Sale Agreement and the Servicing Agreement.

         (b) The Indenture Trustee, as pledgee of the Contracts, may, and at the
direction (which direction shall be in writing or by telephone (confirmed in
writing promptly thereafter)) of the Holders of 66-2/3% of the Note Balances of
the Notes, shall exercise all rights, remedies, powers, privileges and claims of
the Issuer against the Seller, the Originator or the Servicer under or in
connection with the Manufactured Housing Contract Sale Agreement and the
Servicing Agreement, including the right or power to take any action to compel
or secure performance or observance by the Seller, the Originator or the
Servicer, as the case may be, of each of their obligations to the Issuer
thereunder and to give any consent, request, notice, direction, approval,
extension or waiver under the Manufactured Housing Contract Sale Agreement and
the Servicing Agreement, as the case may be, and any right of the Issuer to take
such action shall not be suspended.




                                       31

<PAGE>



                                   ARTICLE VI

                              THE INDENTURE TRUSTEE

         Section 6.01 DUTIES OF INDENTURE TRUSTEE.

         (a) If an Event of Default has occurred and is continuing, the
Indenture Trustee shall exercise the rights and powers vested in it by this
Indenture and use the same degree of care and skill in their exercise as a
prudent person would exercise or use under the circumstances in the conduct of
such person's own affairs.

         (b) Except during the continuance of an Event of Default:

                  (i) the Indenture Trustee undertakes to perform such duties
         and only such duties as are specifically set forth in this Indenture
         and no implied covenants or obligations shall be read into this
         Indenture against the Indenture Trustee; and

                  (ii) in the absence of bad faith on its part, the Indenture
         Trustee may conclusively rely, as to the truth of the statements and
         the correctness of the opinions expressed therein, upon certificates or
         opinions furnished to the Indenture Trustee and conforming to the
         requirements of this Indenture; however, the Indenture Trustee shall
         examine the certificates and opinions to determine whether or not they
         conform to the requirements of this Indenture.

         (c) The Indenture Trustee may not be relieved from liability for its
own negligent action, its own negligent failure to act or its own willful
misconduct, except that:

                  (i) this paragraph does not limit the effect of paragraph (b)
         of this Section 6.01;

                  (ii) the Indenture Trustee shall not be liable for any error
         of judgment made in good faith by a Responsible Officer unless it is
         proved that the Indenture Trustee was negligent in ascertaining the
         pertinent facts; and

                  (iii) the Indenture Trustee shall not be liable with respect
         to any action it takes or omits to take in good faith in accordance
         with a direction received by it from Noteholders or from the Issuer,
         which they are entitled to give under the Basic Documents.

         (d) The Indenture Trustee shall not be liable for interest on any money
received by it.

         (e) Money held in trust by the Indenture Trustee need not be segregated
from other trust funds except to the extent required by law or the terms of this
Indenture or the Trust Agreement.

         (f) No provision of this Indenture shall require the Indenture Trustee
to expend or risk its own funds or otherwise incur financial liability in the
performance of any of its duties hereunder or in the exercise of any of its
rights or powers, if it shall have reasonable grounds to believe that repayment
of such funds or indemnity satisfactory to it against such risk or liability is
not reasonably assured to it.


                                       32

<PAGE>



         (g) Every provision of this Indenture relating to the conduct or
affecting the liability of or affording protection to the Indenture Trustee
shall be subject to the provisions of this Section and to the provisions of the
TIA.

         (h) The Indenture Trustee shall act in accordance with Section 6.03 of
the Servicing Agreement and shall appoint a successor Servicer in accordance
with Section 6.02 of the Servicing Agreement.

         Section 6.02 RIGHTS OF INDENTURE TRUSTEE.

         (a) The Indenture Trustee may conclusively rely on, and shall be fully
protected from acting or refraining from acting upon, any document believed by
it to be genuine and to have been signed or presented by the proper person. The
Indenture Trustee need not investigate any fact or matter stated in the
document.

         (b) Before the Indenture Trustee acts or refrains from acting, it may
require an Officer's Certificate or an Opinion of Counsel. The Indenture Trustee
shall not be liable for any action it takes or omits to take in good faith in
reliance on an Officer's Certificate or Opinion of Counsel.

         (c) The Indenture Trustee shall not be liable for any action it takes
or omits to take in good faith which it believes to be authorized or within its
rights or powers; PROVIDED, HOWEVER, that the Indenture Trustee's conduct does
not constitute willful misconduct, negligence or bad faith.

         (d) The Indenture Trustee may consult with counsel, and the advice or
Opinion of Counsel with respect to legal matters relating to the Basic Documents
and the Notes shall be full and complete authorization and protection from
liability in respect to any action taken, omitted or suffered by it hereunder or
in connection herewith in good faith and in accordance with the advice or
opinion of such counsel.

         (e) The Indenture Trustee may execute any of the trusts or powers
hereunder or perform any duties hereunder, either directly or by or through
agents, attorneys, custodians or nominees appointed with due care, and shall not
be responsible for any willful misconduct or negligence on the part of any
agent, attorney, custodian or nominee so appointed.

         (f) The Indenture Trustee or its Affiliates are permitted to receive
additional compensation that could be deemed to be in the Indenture Trustee's
economic self-interest for (i) serving as investment adviser, administrator,
shareholder, servicing agent, custodian or sub-custodian with respect to certain
of the Permitted Investments, (ii) using Affiliates to effect transactions in
certain Permitted Investments and (iii) effecting transactions in certain
Permitted Investments. Such compensation shall not be considered an amount that
is reimbursable or payable to the Indenture Trustee (i) as part of the Indenture
Trustee Fee, (ii) pursuant to Sections 3.05(d), 3.05(h), 5.04(b), 6.07 or
8.02(c) hereunder or (iii) out of the Amount Available.

         Section 6.03 INDIVIDUAL RIGHTS OF INDENTURE TRUSTEE. The Indenture
Trustee in its individual or any other capacity may become the owner or pledgee
of Notes and may otherwise deal with the Issuer or its Affiliates with the same
rights it would have if it were not Indenture Trustee, subject to


                                       33

<PAGE>



the requirements of the Trust Indenture Act. Any Note Registrar, co-registrar or
co-paying agent may do the same with like rights. However, the Indenture Trustee
must comply with Sections 6.11 and 6.12 hereof.

         Section 6.04 INDENTURE TRUSTEE'S DISCLAIMER. The Indenture Trustee
shall not be responsible for and makes no representation as to the validity or
adequacy of this Indenture, the Collateral or the Notes, it shall not be
accountable for the Issuer's use of the proceeds from the Notes, and it shall
not be responsible for any statement of the Issuer in the Indenture or in any
document issued in connection with the sale of the Notes or in the Notes other
than the Indenture Trustee's certificate of authentication.

         Section 6.05 NOTICE OF EVENT OF DEFAULT. Subject to Section 5.01, the
Indenture Trustee shall promptly mail to each Noteholder notice of the Event of
Default after it is actually known to a Responsible Officer of the Indenture
Trustee, unless such Event of Default shall have been waived or cured. Except in
the case of an Event of Default in payment of principal of or interest on any
Note, the Indenture Trustee may withhold the notice if and so long as it in good
faith determines that withholding the notice is in the interests of Noteholders.

         Section 6.06 REPORTS BY INDENTURE TRUSTEE TO HOLDERS AND TAX
ADMINISTRATION. The Indenture Trustee shall deliver to each Noteholder such
information as may be required to enable such holder to prepare its federal and
state income tax returns. The Indenture Trustee shall prepare and file (or cause
to be prepared and filed), on behalf of the Owner Trustee or the Issuer, any
Form 1099 tax returns. All tax returns and information reports shall be signed
by the Owner Trustee as provided in Section 5.03 of the Trust Agreement.

         Section 6.07 COMPENSATION AND INDEMNITY. The Indenture Trustee shall
withdraw from the Note Payment Account on each Payment Date and pay to itself
the Indenture Trustee Fee. The Indenture Trustee's compensation shall not be
limited by any law on compensation of a trustee of an express trust.

         The Issuer shall reimburse the Indenture Trustee for all reasonable
out-of-pocket expenses incurred or made by it, including costs of collection, in
addition to compensation for its services. Such expenses which shall be paid
solely from the Trust Estate in accordance with Section 8.02 shall include
reasonable compensation and expenses, disbursements and advances of the
Indenture Trustee's agents, counsel, accountants and experts. The Issuer shall
indemnify the Indenture Trustee solely with payments from the Trust Estate in
accordance with Section 8.02 and hold it harmless against any and all claims,
taxes, penalties, losses, liabilities or expenses (including attorneys' fees and
expenses) of any kind whatsoever incurred by it in connection with the
administration of this Trust and the performance of its duties under any of the
Basic Documents. The Indenture Trustee shall notify the Issuer promptly of any
claim for which it may seek indemnity. Failure by the Indenture Trustee to so
notify the Issuer shall not relieve the Issuer of its obligations hereunder. The
Issuer shall defend any such claim, and the Indenture Trustee may have separate
counsel and the Issuer shall pay the fees and expenses of such counsel. The
Issuer is not obligated to reimburse any expense or indemnify against any loss,
liability or expense incurred by the Indenture Trustee through the Indenture
Trustee's own willful misconduct, negligence or bad faith.



                                       34

<PAGE>



         The Issuer's payment obligations to the Indenture Trustee pursuant to
this Section 6.07 shall survive the discharge of this Indenture and the
termination or resignation of the Indenture Trustee. When the Indenture Trustee
incurs expenses after the occurrence of an Event of Default with respect to the
Issuer, the expenses are intended to constitute expenses of administration under
Title 11 of the United States Code or any other applicable federal or state
bankruptcy, insolvency or similar law.

         Section 6.08 REPLACEMENT OF INDENTURE TRUSTEE. No resignation or
removal of the Indenture Trustee and no appointment of a successor Indenture
Trustee shall become effective until the acceptance of appointment by the
successor Indenture Trustee pursuant to this Section 6.08. The Indenture Trustee
may resign at any time by so notifying the Issuer. Holders of a majority of Note
Balances of the Notes may remove the Indenture Trustee by so notifying the
Indenture Trustee and may appoint a successor Indenture Trustee. The Issuer
shall remove the Indenture Trustee if:

                  (i) the Indenture Trustee fails to comply with Section 6.11
         hereof;

                  (ii) the Indenture Trustee is adjudged a bankrupt or
         insolvent;

                  (iii) a receiver or other public officer takes charge of the
         Indenture Trustee or its property; or

                  (iv) the Indenture Trustee otherwise becomes incapable of
         acting.

         If the Indenture Trustee resigns or is removed or if a vacancy exists
in the office of the Indenture Trustee for any reason (the Indenture Trustee in
such event being referred to herein as the retiring Indenture Trustee), the
Issuer shall promptly appoint a successor Indenture Trustee.

         A successor Indenture Trustee shall deliver a written acceptance of its
appointment to the retiring Indenture Trustee and to the Issuer. Thereupon, the
resignation or removal of the retiring Indenture Trustee shall become effective,
and the successor Indenture Trustee shall have all the rights, powers and duties
of the Indenture Trustee under this Indenture. The successor Indenture Trustee
shall mail a notice of its succession to Noteholders. The retiring Indenture
Trustee shall promptly transfer all property held by it as Indenture Trustee to
the successor Indenture Trustee.

         If a successor Indenture Trustee does not take office within 30 days
after the retiring Indenture Trustee resigns or is removed, the retiring
Indenture Trustee, the Issuer or the Holders of a majority of Note Balances of
the Notes may petition any court of competent jurisdiction for the appointment
of a successor Indenture Trustee.

         Notwithstanding the replacement of the Indenture Trustee pursuant to
this Section, the Issuer's obligations under Section 6.07 shall continue for the
benefit of the retiring Indenture Trustee.

         Section 6.09 SUCCESSOR INDENTURE TRUSTEE BY MERGER. If the Indenture
Trustee consolidates with, merges or converts into, or transfers all or
substantially all of its corporate trust business or assets to, another
corporation or banking association, the resulting, surviving or transferee
corporation, without any further act, shall be the successor Indenture Trustee;
provided, that such


                                       35

<PAGE>



corporation or banking association shall be otherwise qualified and eligible
under Section 6.11 hereof. The Indenture Trustee shall provide the Rating
Agencies with prior written notice of any such transaction.

         If at the time such successor or successors by merger, conversion or
consolidation to the Indenture Trustee shall succeed to the trusts created by
this Indenture and any of the Notes shall have been authenticated but not
delivered, any such successor to the Indenture Trustee may adopt the certificate
of authentication of any predecessor trustee and deliver such Notes so
authenticated; and if at that time any of the Notes shall not have been
authenticated, any successor to the Indenture Trustee may authenticate such
Notes either in the name of any predecessor hereunder or in the name of the
successor to the Indenture Trustee; and in all such cases such certificates
shall have the full force which it is in the Notes or in this Indenture provided
that the certificate of the Indenture Trustee shall have.

         Section 6.10 APPOINTMENT OF CO-INDENTURE TRUSTEE OR SEPARATE INDENTURE
TRUSTEE.

         (a) Notwithstanding any other provisions of this Indenture, at any
time, for the purpose of meeting any legal requirement of any jurisdiction in
which any part of the Trust Estate may at the time be located, the Indenture
Trustee shall have the power and may execute and deliver all instruments to
appoint one or more Persons to act as a co-trustee or co-trustees, or separate
trustee or separate trustees, of all or any part of the Trust Estate, and to
vest in such Person or Persons, in such capacity and for the benefit of the
Noteholders, such title to the Trust Estate, or any part hereof, and, subject to
the other provisions of this Section, such powers, duties, obligations, rights
and trusts as the Indenture Trustee may consider necessary or desirable. No
co-trustee or separate trustee hereunder shall be required to meet the terms of
eligibility as a successor trustee under Section 6.11 hereof.

         (b) Every separate trustee and co-trustee shall, to the extent
permitted by law, be appointed and act subject to the following provisions and
conditions:

                  (i) all rights, powers, duties and obligations conferred or
         imposed upon the Indenture Trustee shall be conferred or imposed upon
         and exercised or performed by the Indenture Trustee and such separate
         trustee or co-trustee jointly (it being understood that such separate
         trustee or co-trustee is not authorized to act separately without the
         Indenture Trustee joining in such act), except to the extent that under
         any law of any jurisdiction in which any particular act or acts are to
         be performed the Indenture Trustee shall be incompetent or unqualified
         to perform such act or acts, in which event such rights, powers, duties
         and obligations (including the holding of title to the Trust Estate or
         any portion thereof in any such jurisdiction) shall be exercised and
         performed singly by such separate trustee or co-trustee, but solely at
         the direction of the Indenture Trustee;

                  (ii) no trustee hereunder shall be personally liable by reason
         of any act or omission of any other trustee hereunder; and

                  (iii) the Indenture Trustee may at any time accept the
         resignation of or remove any separate trustee or co-trustee.


                                       36

<PAGE>



         (c) Any notice, request or other writing given to the Indenture Trustee
shall be deemed to have been given to each of the then separate trustees and
co-trustees, as effectively as if given to each of them. Every instrument
appointing any separate trustee or co-trustee shall refer to this Indenture and
the conditions of this Article VI. Each separate trustee and co-trustee, upon
its acceptance of the trusts conferred, shall be vested with the estates or
property specified in its instrument of appointment, either jointly with the
Indenture Trustee or separately, as may be provided therein, subject to all the
provisions of this Indenture, specifically including every provision of this
Indenture relating to the conduct of, affecting the liability of, or affording
protection to, the Indenture Trustee. Every such instrument shall be filed with
the Indenture Trustee.

         (d) Any separate trustee or co-trustee may at any time constitute the
Indenture Trustee, its agent or attorney-in-fact with full power and authority,
to the extent not prohibited by law, to do any lawful act under or in respect of
this Indenture on its behalf and in its name. If any separate trustee or
co-trustee shall die, become incapable of acting, resign or be removed, all of
its estates, properties, rights, remedies and trusts shall vest in and be
exercised by the Indenture Trustee, to the extent permitted by law, without the
appointment of a new or successor trustee.

         Section 6.11 ELIGIBILITY; DISQUALIFICATION. The Indenture Trustee shall
at all times satisfy the requirements of TIA ss. 310(a). The Indenture Trustee
shall have a combined capital and surplus of at least $50,000,000 as set forth
in its most recent published annual report of condition and it or its parent
shall have a long-term debt rating of "Baa3" or better by Moody's and "BBB" or
better by S&P. The Indenture Trustee shall comply with TIA ss. 310(b), including
the optional provision permitted by the second sentence of TIA ss. 310(b)(9);
PROVIDED, HOWEVER, that there shall be excluded from the operation of TIA ss.
310(b)(1) any indenture or indentures under which other securities of the Issuer
are outstanding if the requirements for such exclusion set forth in TIA ss.
310(b)(1) are met.

         Section 6.12 PREFERENTIAL COLLECTION OF CLAIMS AGAINST ISSUER. The
Indenture Trustee shall comply with TIA ss. 311(a), excluding any creditor
relationship listed in TIA ss. 311(b). An Indenture Trustee who has resigned or
been removed shall be subject to TIA ss. 311(a) to the extent indicated.

         Section 6.13 REPRESENTATIONS AND WARRANTIES. The Indenture Trustee
hereby represents that:

                  (i) It is a New York banking association duly organized,
         validly existing and in good standing under the laws of the United
         States.

                  (ii) The execution and delivery of this Indenture by it, and
         the performance and compliance with the terms of this Indenture by it,
         will not violate its charter or bylaws.

                  (iii) It has the full power and authority to enter into and
         consummate all transactions contemplated by this Indenture has duly
         authorized the execution, delivery and performance of this Indenture,
         and has duly executed and delivered this Indenture.

                  (iv) This Indenture, assuming due authorization, execution and
         delivery by the Issuer, constitutes a valid, legal and binding
         obligation of it, enforceable against it in accordance with the terms
         hereof, subject to (A) applicable bankruptcy, insolvency, receivership,
         reorganization, moratorium and other laws affecting the enforcement of


                                       37

<PAGE>



         creditors' rights generally, and (B) general principles of equity,
         regardless of whether such enforcement is considered in a proceeding in
         equity or at law.

         Section 6.14 DIRECTIONS TO INDENTURE TRUSTEE. The Indenture Trustee is
hereby directed:

                  (i) to accept the pledge of the Contracts and hold the assets
         of the Trust Estate in trust for the Noteholders;

                  (ii) to authenticate and deliver the Notes substantially in
         the form prescribed by Exhibits A-1 and A-2 to this Indenture in
         accordance with the terms of this Indenture; and

                  (iii) to take all other actions as shall be required to be
         taken by the terms of this Indenture.

         Section 6.15 THE AGENTS. The provisions of this Indenture relating to
the limitations of the Indenture Trustee's liability and to its indemnity,
rights and protections shall inure also to the Paying Agent and Note Registrar.




                                       38

<PAGE>



                                   ARTICLE VII

                         NOTEHOLDERS' LISTS AND REPORTS

         Section 7.01 ISSUER TO FURNISH INDENTURE TRUSTEE NAMES AND ADDRESSES OF
NOTEHOLDERS. The Issuer will furnish or cause to be furnished to the Indenture
Trustee (a) not more than five days after each Record Date, a list, in such form
as the Indenture Trustee may reasonably require, of the names and addresses of
the Holders of Notes as of such Record Date, (b) at such other times as the
Indenture Trustee may request in writing, within 30 days after receipt by the
Issuer of any such request, a list of similar form and content as of a date not
more than 10 days prior to the time such list is furnished; PROVIDED, HOWEVER,
that so long as the Indenture Trustee is the Note Registrar, no such list shall
be required to be furnished to the Indenture Trustee.

         Section 7.02 PRESERVATION OF INFORMATION; COMMUNICATIONS TO
NOTEHOLDERS.

         (a) The Indenture Trustee shall preserve, in as current a form as is
reasonably practicable, the names and addresses of the Holders of Notes
contained in the most recent list furnished to the Indenture Trustee as provided
in Section 7.01 hereof and the names and addresses of Holders of Notes received
by the Indenture Trustee in its capacity as Note Registrar. The Indenture
Trustee may destroy any list furnished to it as provided in such Section 7.01
upon receipt of a new list so furnished.

         (b) Noteholders may communicate pursuant to TIA ss. 312(b) with other
Noteholders with respect to their rights under this Indenture or under the
Notes.

         (c) The Issuer, the Indenture Trustee and the Note Registrar shall have
the protection of TIAss.312(c).

         Section 7.03 RESERVED.

         Section 7.04 REPORTS BY INDENTURE TRUSTEE. If required by TIA ss.
313(a), within 60 days after each January 30th beginning with March 31, 2005,
the Indenture Trustee shall mail to each Noteholder as required by TIA ss.
313(c) a brief report dated as of such date that complies with TIA ss. 313(a).
The Indenture Trustee also shall comply with TIA ss. 313(b).

         A copy of each report at the time of its mailing to Noteholders shall
be filed by the Indenture Trustee with the Commission via EDGAR and each stock
exchange, if any, on which the Notes are listed. The Issuer shall notify the
Indenture Trustee if and when the Notes are listed on any stock exchange.

         Section 7.05 STATEMENTS TO NOTEHOLDERS.

         (a) With respect to each Payment Date, the Indenture Trustee shall make
available via the Indenture Trustee's website https://www.jpmorgan.com/sfr or
deliver at the recipient's option to each Noteholder and each Certificateholder,
the Depositor, the Owner Trustee, the Certificate Paying Agent and each Rating
Agency, a statement setting forth the following information,


                                       39

<PAGE>



calculated by the Indenture Trustee based on the aggregate loan-level
information provided to it by the Servicer, as to the Notes (it being understood
that the Servicer shall provide the information described in clauses (iv), (v),
(vi), (vii) and (viii) below in its Electronic File delivered to the Indenture
Trustee), to the extent applicable:

                  (i) the amount of the payment made on such Payment Date to the
         Holders of the Notes of each Class allocable to principal;

                  (ii) the amount of the payment made on such Payment Date to
         the Holders of the Notes of each Class allocable to interest;

                  (iii) the aggregate Servicing Fee received by the Servicer
         during the related Due Period and such other customary information as
         the Indenture Trustee deems necessary or desirable, or which a
         Noteholder or Certificateholder reasonably requests, to enable
         Noteholders and Certificateholders to prepare their tax returns;

                  (iv) the aggregate Principal Balance of the Contracts as of
         the end of the related Due Period;

                  (v) the number, aggregate principal balance, weighted average
         remaining term to maturity and weighted average Contract Rate of the
         Contracts as of the end of the related Due Period;

                  (vi) the number and aggregate unpaid principal balance of
         Contracts (a) delinquent 30 to 59 days, (b) delinquent 60 to 89 days,
         (c) delinquent 90 or more days, in each case, as of the last day of the
         preceding calendar month, (d) as to which repossession or foreclosure
         proceedings have been commenced and (e) with respect to which the
         related Obligor has filed for protection under applicable bankruptcy
         laws, with respect to whom bankruptcy proceedings are pending or with
         respect to whom bankruptcy protection is in force;

                  (vii) the aggregate amount of Principal Prepayments received
         during the related Prepayment Period;

                  (viii) the aggregate amount of Realized Losses incurred during
         the related Prepayment Period and the aggregate amount of Realized
         Losses incurred since the Closing Date;

                  (ix) the aggregate Note Balance of each Class of Notes, after
         giving effect to the payments made on such Payment Date and the
         Adjusted Note Balance of each Class of Mezzanine Notes on such Payment
         Date;

                  (x) the Interest Payment Amount in respect of the Class A
         Notes and the Mezzanine Notes for such Payment Date and the Class M-1
         Liquidation Loss Interest Amount, Class M-2 Liquidation Loss Interest
         Amount, and any Available Funds Cap Carry- Forward Amount, if any, with
         respect to the Class A Notes and the Mezzanine Notes on such Payment
         Date, and in the case of the Class A-4 Notes and the Mezzanine Notes,
         separately


                                       40

<PAGE>



         identifying any reduction thereof due to Realized Losses (in the case
         of the Mezzanine Notes only), prepayments and the Relief Act;

                  (xi) the Overcollateralization Target Amount for such Payment
         Date;

                  (xii) the Overcollateralization Amount, if any, for such
         Payment Date;

                  (xiii) the respective Note Rates applicable to the Mezzanine
         Notes for such Payment Date and the Available Funds Cap Carry-Forward
         Amount for each Class of Mezzanine Notes, if any, for such Payment
         Date; and

                  (xiv) the amount of such distribution to the Trust
         Certificates.

         Items (i) through (iii) above shall be presented on the basis of a Note
having a $1,000 denomination. In addition, by January 31st of each calendar year
following any year during which the Notes are outstanding, the Indenture Trustee
shall furnish a report to each Noteholder of record if so requested in writing
at any time during each calendar year as to the aggregate of amounts reported
pursuant to (i) through (iii) with respect to the Notes for such calendar year.

         (b) The Indenture Trustee may conclusively rely upon the Electronic
File provided by the Servicer pursuant to Section 4.01 of the Servicing
Agreement in its preparation of its Statement to Noteholders.

                                  ARTICLE VIII

                      ACCOUNTS, DISBURSEMENTS AND RELEASES

         Section 8.01 COLLECTION OF MONEY. Except as otherwise expressly
provided herein, the Indenture Trustee may demand payment or delivery of, and
shall receive and collect, directly and without intervention or assistance of
any fiscal agent or other intermediary, all money and other property payable to
or receivable by the Indenture Trustee pursuant to this Indenture. The Indenture
Trustee shall apply all such money received by it as provided in this Indenture.
Except as otherwise expressly provided in this Indenture, if any default occurs
in the making of any payment or performance under any agreement or instrument
that is part of the Trust Estate, the Indenture Trustee may take such action as
may be appropriate to enforce such payment or performance, including the
institution and prosecution of appropriate Proceedings. Any such action shall be
without prejudice to any right to claim a Default or Event of Default under this
Indenture and any right to proceed thereafter as provided in Article V.

         Section 8.02 PAYMENTS ON THE NOTES. (a) (I) On each Payment Date, the
Indenture Trustee shall withdraw from the Note Payment Account an amount equal
to the Amount Available for such Payment Date and pay the following amounts, in
the following order of priority:

                  (i) (A) to the Indenture Trustee, the Indenture Trustee Fee
         for such Payment Date and any indemnities and reimbursements (
         collectively, "amounts") (such amounts subject


                                       41

<PAGE>



         to a cap of $100,000 per annum) due to the Indenture Trustee and (B)
         commencing on the 13th Payment Date, to the Owner Trustee, the Owner
         Trustee Fee for such Payment Date;

                  (ii) the Monthly Backup Servicing Fee for such Payment Date to
         the Backup Servicer;

                  (iii) concurrently, to each Class of Class A Notes, the
         related Interest Payment Amount for such 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;

                  (iv) to the Holders of the Class M-1 Notes, an amount equal to
         the Interest Payment Amount due to the Class M-1 Notes on such Payment
         Date;

                  (v) to the Holders of the Class M-2 Notes, an amount equal to
         the Interest Payment Amount due to the Class M-2 Notes on such Payment
         Date;

                  (vi) to the Class A Notes, the Class A Principal Payment
         Amount for such Payment Date sequentially in the following order of
         priority:

                           (A) to the Class A-1 Notes, until the Note Principal
                  Balance of the Class A-1 Notes has been reduced to zero;

                           (B) to the Class A-2 Notes, until the Note Principal
                  Balance of the Class A-2 Notes has been reduced to zero;

                           (C) to the Class A-3 Notes, until the Note Principal
                  Balance of the Class A-3 Notes has been reduced to zero; and

                           (D) to the Class A-4 Notes, until the Note Principal
                  Balance of the Class A-4 Notes has been reduced to zero;

                  (vii) to the Class M-1Notes, as follows:

                           (A) the Class M-1 Liquidation Loss Interest Amount
                  for such Payment Date;

                           (B) the Class M-1 Principal Payment Amount for such
                  Payment Date;

                  (viii)   to the Class M-2Notes, as follows:

                           (A) the Class M-2 Liquidation Loss Interest Amount
                  for such Payment Date;

                           (B) the Class M-2 Principal Payment Amount for such
                  Payment Date;



                                       42

<PAGE>



                  (ix) 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 such Payment Date;

                  (x) to the Indenture Trustee, any amounts incurred in excess
         of the amount set forth in clause (i) above, without regard to the
         annual cap on such amounts;

                  (xi) to the Servicer and the Backup Servicer, any
         reimbursements for expenses incurred in connection with Section 5.03 of
         the Servicing Agreement;

                  (xii) to the Owner Trustee for expenses incurred in connection
         with the Trust Agreement; and

                  (xiii) any remaining amounts to the Certificate Paying Agent
         for payment to Holders of the Trust Certificates.

         Notwithstanding the prioritization of the payment of the Class A
Principal Payment Amount pursuant to clause (vi) above, if the aggregate Note
Balance of the Class A Notes exceeds the Pool Principal Balance for that Payment
Date, the payment pursuant to clause (vi) above will be made pro rata based on
the Note Balances of the Class A Notes.

         (II) On each Payment Date, the Indenture Trustee shall withdraw from
the Note Payment Account an amount equal to the Interest Deficiency Remedy
Amount payable on each Class of the Notes for such Payment Date and pay the
following amounts, in the following order of priority:

                  (i) concurrently, to each Class of Class A Notes, any related
                  Interest Payment Amount for such Payment Date not paid
                  pursuant to clause (a)(I) (iii) above, pro rata based on the
                  unpaid Interest Payment Amount each Class is entitled to
                  receive, but in no event shall amounts paid to the Class A
                  Notes on a cumulative basis, pursuant to this clause
                  (a)(II)(i) exceed the following amounts with respect to each
                  such Class: Class A-1 $325,725, Class A-2 $380,250, Class A-3
                  $171,000, and Class A-4 $465,163;

                  (ii) to the Holders of the Class M-1 Notes, an amount equal to
         any Interest Payment Amount for such Payment Date not paid pursuant to
         clause (a) (I) (iv) above and any Class M-1 Liquidation Loss Interest
         Amount for such Payment Date not paid pursuant to clause (a) (I)
         (vii)(A) above, but in no event shall amounts paid to the Class M-1
         Notes on a cumulative basis, pursuant to this clause (a)(II)(ii) exceed
         $351,778; and

                  (iii) to the Holders of the Class M-2 Notes, an amount equal
         to any Interest Payment Amount for such Payment Date not paid pursuant
         to clause (a) (I) (v) above and any Class M-2 Liquidation Loss Interest
         Amount for such Payment Date not paid pursuant to clause (a) (I)
         (viii)(A) above, but in no event shall amounts paid to the Class M-2
         Notes on a cumulative basis, pursuant to this clause (a)(II)(iii)
         exceed $316,197.



                                       43

<PAGE>



         (b) Pursuant to Section 3.15 of the Servicing Agreement, funds in the
Note Payment Account shall remain uninvested unless the Indenture Trustee is
otherwise directed by the Servicer in Section 3.15 of the Servicing Agreement.

         (c) Each payment with respect to a Book-Entry Note shall be paid to the
Depository, as Holder thereof, and the Depository shall be responsible for
crediting the amount of such payment to the accounts of its Depository
Participants in accordance with its normal procedures. Each Depository
Participant shall be responsible for disbursing such payment to the Note Owners
that it represents and to each indirect participating brokerage firm (a
"brokerage firm" or "indirect participating firm") for which it acts as agent.
Each brokerage firm shall be responsible for disbursing funds to the Note Owners
that it represents. None of the Indenture Trustee, the Note Registrar, the
Paying Agent, the Depositor or the Servicer shall have any responsibility
therefor except as otherwise provided by this Indenture or applicable law.

         (d) On each Payment Date, the Certificate Paying Agent shall deposit in
the Certificate Distribution Account all amounts it received pursuant to this
Section 8.02 for the purpose of distributing such funds pursuant to the Trust
Agreement.

         (e) Any installment of interest or principal, if any, payable on any
Note that is punctually paid or duly provided for by the Issuer on the
applicable Payment Date shall, if such Holder shall have so requested at least
five Business Days prior to the related Record Date, be paid to each Holder of
record on the preceding Record Date, by wire transfer to an account specified in
writing by such Holder reasonably satisfactory to the Indenture Trustee as of
the preceding Record Date or in all other cases or if no such instructions have
been delivered to the Indenture Trustee, by check to such Noteholder mailed to
such Holder's address as it appears in the Note Register in the amount required
to be paid to such Holder on such Payment Date pursuant to such Holder's Notes;
PROVIDED, HOWEVER, that the Indenture Trustee shall not pay to such Holders any
amount required to be withheld from a payment to such Holder by the Code.

         (f) The Note Balance of each Note shall be due and payable in full on
the Final Stated Maturity Date for such Note as provided in the forms of Notes
set forth in Exhibits A-1 and A-2 to this Indenture. All principal payments on
the Notes shall be made to the Noteholders entitled thereto in accordance with
the Percentage Interests represented by such Notes. The Indenture Trustee shall
notify the Person in whose name a Note is registered at the close of business on
the Record Date preceding the Final Stated Maturity Date or other final Payment
Date (including any final Payment Date resulting from any redemption pursuant to
Section 8.07 hereof). Such notice shall to the extent practicable be mailed no
later than five Business Days prior to such Final Stated Maturity Date or other
final Payment Date and shall specify that payment of the principal amount and
any interest due with respect to such Note at the Final Stated Maturity Date or
other final Payment Date will be payable only upon presentation and surrender of
such Note and shall specify the place where such Note may be presented and
surrendered for such final payment. No interest shall accrue on the Notes on or
after the Final Stated Maturity Date or any such other final Payment Date.

         Section 8.03 OFFICER'S CERTIFICATE. Except in the case of releases of
documents to the Servicer pursuant to Section 3.11 of the Servicing Agreement,
the Indenture Trustee shall receive at least seven Business Days' notice when
requested by the Issuer to take any action pursuant to


                                       44

<PAGE>



Section 8.05(a) hereof, accompanied by copies of any instruments to be executed,
and the Indenture Trustee shall also require, as a condition to such action, an
Officer's Certificate, in form and substance satisfactory to the Indenture
Trustee, stating the legal effect of any such action, outlining the steps
required to complete the same, and concluding that all conditions precedent to
the taking of such action have been complied with.

         Section 8.04 TERMINATION UPON DISTRIBUTION TO NOTEHOLDERS. This
Indenture and the respective obligations and responsibilities of the Issuer and
the Indenture Trustee created hereby shall terminate upon the payment to
Noteholders, the Certificate Paying Agent on behalf of the Owner Trustee, the
Certificateholders and the Indenture Trustee of all amounts required to be paid
pursuant to Article III; PROVIDED, HOWEVER, that in no event shall the trust
created hereby continue beyond the expiration of 21 years from the death of the
survivor of the descendants of Joseph P. Kennedy, the late ambassador of the
United States to the Court of St. James, living on the date hereof.

         Section 8.05 RELEASE OF TRUST ESTATE.

         (a) Subject to the payment of its fees, expenses and indemnities, the
Indenture Trustee may, and when required by the provisions of this Indenture
shall, execute instruments to release property from the lien of this Indenture,
or convey the Indenture Trustee's interest in the same, in a manner and under
circumstances that are not inconsistent with the provisions of this Indenture,
including for the purposes of any repossession by the Servicer of a Contract
pursuant to Section 3.11 of the Servicing Agreement. No party relying upon an
instrument executed by the Indenture Trustee as provided in Article VIII
hereunder shall be bound to ascertain the Indenture Trustee's authority, inquire
into the satisfaction of any conditions precedent, or see to the application of
any monies.

         (b) The Indenture Trustee shall, at such time as (i) there are no Notes
Outstanding and (ii) all sums due to the Indenture Trustee pursuant to this
Indenture have been paid, release any remaining portion of the Trust Estate that
secured the Notes from the lien of this Indenture.

         (c) The Indenture Trustee shall release property from the lien of this
Indenture pursuant to this Section 8.05 only upon receipt of a request from the
Issuer accompanied by an Officers' Certificate and an Opinion of Counsel stating
that all applicable requirements have been satisfied, except releases to the
Servicer pursuant to Section 3.11 of the Servicing Agreement.

         Section 8.06 SURRENDER OF NOTES UPON FINAL PAYMENT. By acceptance of
any Note, the Holder thereof agrees to surrender such Note to the Indenture
Trustee promptly, prior to such Noteholder's receipt of the final payment
thereon.

         Section 8.07 OPTIONAL REDEMPTION OF THE NOTES; AUCTION.

         (a) The Servicer, pursuant to Section 3.17 of the Servicing Agreement,
shall have the option to purchase all outstanding Contracts, effecting a
redemption of the Notes, in whole, but not in part, on any Payment Date on or
after the Payment Date on which the Pool Principal Balance is less than or equal
to 20% of the Cut-off Date Pool Balance. The aggregate redemption price for the


                                       45

<PAGE>



Notes will be equal to the Redemption Price as defined under Section 3.17 of the
Servicing Agreement.

         (b) Following receipt of notice pursuant to Section 3.17(b) of the
Servicing Agreement, the Indenture Trustee shall provide notice to the
Noteholders of the final payment on the Notes. After receipt of the Redemption
Price from the Servicer pursuant to Section 3.17 of the Servicing Agreement, the
Indenture Trustee shall deposit the Redemption Price into the Note Payment
Account and shall, on the Payment Date after receipt of the funds, apply such
funds to make final payments of principal and interest on the Notes in
accordance with Section 8.02(a) hereof and payment in full to the Indenture
Trustee, and this Indenture shall be discharged subject to the provisions of
Section 4.10 hereof. If for any reason the amount deposited by the Servicer is
not sufficient to make such redemption or such redemption cannot be completed
for any reason, the amount so deposited by the Servicer with the Indenture
Trustee shall be immediately returned to the Servicer in full and shall not be
used for any other purpose or be deemed to be part of the Trust Estate.

         (c) If the Servicer does not exercise its option to redeem the Notes as
described in clause (a) above, then on the next Payment Date the Indenture
Trustee, or an agent on its behalf, shall begin an auction process to sell the
Contracts and the other assets of the Trust Estate at the highest possible
price, provided, however, that the Indenture Trustee shall not sell the assets
of the Trust Estate and liquidate the Trust Estate unless the proceeds of that
sale are expected to be sufficient to pay the aggregate unpaid principal balance
of the Notes plus all accrued and unpaid interest. In conducting such auction,
the Indenture Trustee shall solicit good faith bids for the contracts and the
other assets of the Trust Estate from no more than three (3) parties or, if
three (3) bidders cannot be located, then from as many bidders as the Indenture
Trustee can locate; provided that, at the Indenture Trustee's request, the
Issuer shall supply the Indenture Trustee with the names of parties from whom to
solicit such bids; and provided, further, that the Indenture Trustee shall not
be responsible if less than three (3) or no bidders submit bids for the
contracts and the other trust assets. The Seller or an affiliate may participate
in the auction. The Indenture Trustee may hire an agent, at the expense of the
Trust, to perform the auction. If the auction of the Trust Estate is not
successful because the highest bid received is too low, then on each subsequent
Payment Date, the Indenture Trustee shall pay, as an additional payment of
principal, the Amount Available remaining after all payments pursuant to
Sections 8.02 (a) (i) through (x) have been made for such Payment Dates first,
to each Class of Cass A Notes outstanding, pro rata based on the Note Balance of
such Notes after giving effect to payments of the Class A Principal Payment
Amount on that Payment Date, until the Note Balances thereof have been reduced
to zero; second, to the Class M-1 Notes, until the Note Balance thereof has been
reduced to zero; third, to the Class M-2 Notes, until the Note Balance thereof
has been reduced to zero; and fourth, to the Certificate Paying Agent for
payment to the Holders of the Trust Certificates. In addition, the Indenture
Trustee shall continue to conduct an auction of the contracts every third month
after that, until an acceptable bid is received for the Trust Estate. The
Servicer's purchase option shall expire upon the Indenture Trustee's acceptance
of a qualifying bid.

         Section 8.08 ALLOCATION OF REALIZED LOSSES.

If as a result of Realized Losses, the Amount Available on any Payment Date is
insufficient to pay the full Required Principal Payment Amount for such Payment
Date to the Noteholders, the Overcollateralization Amount will be reduced by the
amount of that deficiency. If on any Payment


                                       46

<PAGE>



Date the Overcollateralization Amount is zero, further losses and delinquencies,
including reductions in the principal balances of defaulted Contracts as a loss
mitigation effort by the Servicer, will cause the aggregate outstanding
principal balance of the Notes to be greater than the Pool Principal Balance.
Such excess (the "Liquidation Loss Amount") shall be applied by the Indenture
Trustee first, as a reduction of the Adjusted Note Balance with respect to the
Class M-2 Notes and, then, if the Note Balance of the Class M-2 Notes is less
than such Liquidation Loss Amount, a reduction of the Adjusted Note Balance of
the Class M-1 Notes.


                                       47

<PAGE>



                                   ARTICLE IX

                             SUPPLEMENTAL INDENTURES

         Section 9.01 SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF NOTEHOLDERS.

         (a) Without the consent of the Holders of any Notes but with prior
notice to the Rating Agencies, the Issuer and the Indenture Trustee, when
authorized by an Issuer Request, at any time and from time to time, may enter
into one or more indentures supplemental hereto (which shall conform to the
provisions of the TIA as in force at the date of the execution thereof), in form
satisfactory to the Indenture Trustee, for any of the following purposes:

                  (i) to correct or amplify the description of any property at
         any time subject to the lien of this Indenture, or better to assure,
         convey and confirm unto the Indenture Trustee any property subject or
         required to be subjected to the lien of this Indenture, or to subject
         to the lien of this Indenture additional property;

                  (ii) to evidence the succession, in compliance with the
         applicable provisions hereof, of another person to the Issuer, and the
         assumption by any such successor of the covenants of the Issuer herein
         and in the Notes contained;

                  (iii) to add to the covenants of the Issuer, for the benefit
         of the Holders of the Notes, or to surrender any right or power herein
         conferred upon the Issuer;

                  (iv) to convey, transfer, assign, mortgage or pledge any
         property to or with the Indenture Trustee;

                  (v) to cure any ambiguity, to correct or supplement any
         provision herein or in any supplemental indenture that may be
         inconsistent with any other provision herein or in any supplemental
         indenture;

                  (vi) to make any other provisions with respect to matters or
         questions arising under this Indenture or in any supplemental
         indenture; provided, that such action (as evidenced by either (i) an
         Opinion of Counsel delivered to the Servicer and the Indenture Trustee
         or (ii) confirmation from the Rating Agencies that such amendment will
         not result in the reduction or withdrawal of the rating of any Class of
         Notes) shall not materially and adversely affect the interests of the
         Holders of the Notes;

                  (vii) to evidence and provide for the acceptance of the
         appointment hereunder by a successor trustee with respect to the Notes
         and to add to or change any of the provisions of this Indenture as
         shall be necessary to facilitate the administration of the trusts
         hereunder by more than one trustee, pursuant to the requirements of
         Article VI hereof; or

                  (vii) to modify, eliminate or add to the provisions of this
         Indenture to such extent as shall be necessary to effect the
         qualification of this Indenture under the TIA or under any


                                       48

<PAGE>



         similar federal statute hereafter enacted and to add to this Indenture
         such other provisions as may be expressly required by the TIA;

PROVIDED, HOWEVER, that no such indenture supplements shall be entered into
unless the Indenture Trustee shall have received an Opinion of Counsel as to the
enforceability of any such indenture supplement and to the effect that (i) such
indenture supplement is permitted hereunder and (ii) entering into such
indenture supplement will not result in a "substantial modification" of the
Notes under Treasury Regulation Section 1.1001-3 or adversely affect the status
of the Notes as indebtedness for federal income tax purposes.

         The Indenture Trustee is hereby authorized to join in the execution of
any such supplemental indenture and to make any further appropriate agreements
and stipulations that may be therein contained.

         (b) The Issuer and the Indenture Trustee, when authorized by an Issuer
Request, may, also without the consent of any of the Holders of the Notes and
prior notice to the Rating Agencies, enter into an indenture or indentures
supplemental hereto for the purpose of adding any provisions to, or changing in
any manner or eliminating any of the provisions of, this Indenture or of
modifying in any manner the rights of the Holders of the Notes under this
Indenture; PROVIDED, HOWEVER, that such action as evidenced by an Opinion of
Counsel, (i) is permitted by this Indenture, and shall not (ii) adversely affect
in any material respect the interests of any Noteholder (which may be evidenced
by confirmation from the Rating Agencies that such amendment will not result in
the reduction or withdrawal of the rating of any Class of Notes) or (iii) if
100% of the Certificates are not owned by Origen REIT or a direct or indirect
qualified REIT subsidiary of Origen REIT, cause the Issuer to be subject to an
entity level tax for federal income tax purposes.

         Section 9.02 SUPPLEMENTAL INDENTURES WITH CONSENT OF NOTEHOLDERS. The
Issuer and the Indenture Trustee, when authorized by an Issuer Request, also
may, with prior notice to the Rating Agencies and, with the consent of the
Holders of not less than a majority of the Note Balance of each Class of Notes
affected thereby, by Act (as defined in Section 10.03 hereof) of such Holders
delivered to the Issuer and the Indenture Trustee, enter into an indenture or
indentures supplemental hereto for the purpose of adding any provisions to, or
changing in any manner or eliminating any of the provisions of, this Indenture
or of modifying in any manner the rights of the Holders of the Notes under this
Indenture; PROVIDED, HOWEVER, that no such supplemental indenture shall, without
the consent of the Holder of each Note affected thereby:

                  (i) change the date of payment of any installment of principal
         of or interest on any Note, or reduce the principal amount thereof or
         the interest rate thereon, change the provisions of this Indenture
         relating to the application of collections on, or the proceeds of the
         sale of, the Trust Estate to payment of principal of or interest on the
         Notes, or change any place of payment where, or the coin or currency in
         which, any Note or the interest thereon is payable, or impair the right
         to institute suit for the enforcement of the provisions of this
         Indenture requiring the application of funds available therefor, as
         provided in Article V, to the payment of any such amount due on the
         Notes on or after the respective due dates thereof;



                                       49

<PAGE>



                  (ii) reduce the percentage of the Note Balances of the Notes,
         the consent of the Holders of which is required for any such
         supplemental indenture, or the consent of the Holders of which is
         required for any waiver of compliance with certain provisions of this
         Indenture or certain defaults hereunder and their consequences provided
         for in this Indenture;

                  (iii) modify or alter the provisions of the proviso to the
         definition of the term "Outstanding" or modify or alter the exception
         in the definition of the term "Holder";

                  (iv) reduce the percentage of the Note Balances of the Notes
         required to direct the Indenture Trustee to direct the Issuer to sell
         or liquidate the Trust Estate pursuant to Section 5.04 hereof;

                  (v) modify any provision of this Section 9.02 except to
         increase any percentage specified herein or to provide that certain
         additional provisions of this Indenture or the Basic Documents cannot
         be modified or waived without the consent of the Holder of each Note
         affected thereby;

                  (vi) modify any of the provisions of this Indenture in such
         manner as to affect the calculation of the amount of any payment of
         interest or principal due on any Note on any Payment Date (including
         the calculation of any of the individual components of such
         calculation); or

                  (vii) permit the creation of any lien ranking prior to or on a
         parity with the lien of this Indenture with respect to any part of the
         Trust Estate or, except as otherwise permitted or contemplated herein,
         terminate the lien of this Indenture on any property at any time
         subject hereto or deprive the Holder of any Note of the security
         provided by the lien of this Indenture;

and PROVIDED, FURTHER, that such action shall not, as evidenced by an Opinion of
Counsel, cause the Issuer (if 100% of the Certificates are not owned by Origen
REIT or a direct or indirect qualified REIT subsidiary of Origen REIT) to be
subject to an entity level tax.

         Any such action shall not (as evidenced by either (i) an Opinion of
Counsel delivered to the Servicer and the Indenture Trustee or (ii) confirmation
from the Rating Agencies that such amendment will not result in the reduction or
withdrawal of the rating of any Class of Notes) adversely affect in any material
respect the interest of any Holder (other than a Holder who shall consent to
such supplemental indenture).

         It shall not be necessary for any Act of Noteholders under this Section
9.02 to approve the particular form of any proposed supplemental indenture, but
it shall be sufficient if such Act shall approve the substance thereof.

         Promptly after the execution by the Issuer and the Indenture Trustee of
any supplemental indenture pursuant to this Section 9.02, the Indenture Trustee
shall mail to the Holders of the Notes to which such amendment or supplemental
indenture relates a notice setting forth in general terms the substance of such
supplemental indenture. Any failure of the Indenture Trustee to mail such


                                       50

<PAGE>



notice, or any defect therein, shall not, however, in any way impair or affect
the validity of any such supplemental indenture.

         Section 9.03 EXECUTION OF SUPPLEMENTAL INDENTURES. In executing, or
permitting the additional trusts created by, any supplemental indenture
permitted by this Article IX or the modification thereby of the trusts created
by this Indenture, the Indenture Trustee shall be entitled to receive, and
subject to Sections 6.01 and 6.02 hereof, shall be fully protected in relying
upon, an Opinion of Counsel stating that the execution of the supplemental
indenture is authorized or permitted under the Indenture and all conditions
precedent under the Indenture to the execution of such supplemental indenture
have been met. The Indenture Trustee may, but shall not be obligated to, enter
into any such supplemental indenture that affects the Indenture Trustee's own
rights, duties, liabilities or immunities under this Indenture or otherwise.

         Section 9.04 EFFECT OF SUPPLEMENTAL INDENTURE. Upon the execution of
any supplemental indenture pursuant to the provisions hereof, this Indenture
shall be and shall be deemed to be modified and amended in accordance therewith
with respect to the Notes affected thereby, and the respective rights,
limitations of rights, obligations, duties, liabilities and immunities under
this Indenture of the Indenture Trustee, the Issuer and the Holders of the Notes
shall thereafter be determined, exercised and enforced hereunder subject in all
respects to such modifications and amendments, and all the terms and conditions
of any such supplemental indenture shall be and be deemed to be part of the
terms and conditions of this Indenture for any and all purposes.

         Section 9.05 CONFORMITY WITH TRUST INDENTURE ACT. Every amendment of
this Indenture and every supplemental indenture executed pursuant to this
Article IX shall conform to the requirements of the Trust Indenture Act as then
in effect so long as this Indenture shall then be qualified under the Trust
Indenture Act.

         Section 9.06 REFERENCE IN NOTES TO SUPPLEMENTAL INDENTURES. Notes
authenticated and delivered after the execution of any supplemental indenture
pursuant to this Article IX may, and if required by the Indenture Trustee shall,
bear a notation in form approved by the Indenture Trustee as to any matter
provided for in such supplemental indenture. If the Issuer or the Indenture
Trustee shall so determine, new Notes so modified as to conform, in the opinion
of the Indenture Trustee and the Issuer, to any such supplemental indenture may
be prepared and executed by the Issuer and authenticated and delivered by the
Indenture Trustee in exchange for Outstanding Notes.




                                       51

<PAGE>



                                    ARTICLE X

                                  MISCELLANEOUS

         Section 10.01 COMPLIANCE CERTIFICATES AND OPINIONS, ETC.

         (a) Upon any application or request by the Issuer to the Indenture
Trustee to take any action under any provision of this Indenture, the Issuer
shall furnish to the Indenture Trustee (i) an Officer's Certificate stating that
all conditions precedent, if any, provided for in this Indenture relating to the
proposed action have been complied with and (ii) an Opinion of Counsel stating
that in the opinion of such counsel all such conditions precedent, if any, have
been complied with, except that, in the case of any such application or request
as to which the furnishing of such documents is specifically required by any
provision of this Indenture, no additional certificate or opinion need be
furnished.

         Every certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture shall include:

                  (i) a statement that each signatory of such certificate or
         opinion has read or has caused to be read such covenant or condition
         and the definitions herein relating thereto;

                  (ii) a brief statement as to the nature and scope of the
         examination or investigation upon which the statements or opinions
         contained in such certificate or opinion are based;

                  (iii) a statement that, in the opinion of each such signatory,
         such signatory has made such examination or investigation as is
         necessary to enable such signatory to express an informed opinion as to
         whether or not such covenant or condition has been complied with;

                  (iv) a statement as to whether, in the opinion of each such
         signatory, such condition or covenant has been complied with; and

                  (v) if the signatory of such certificate or opinion is
         required to be Independent, the statement required by the definition of
         the term "Independent Certificate."

         (b)(i) Prior to the deposit of any Collateral or other property or
securities with the Indenture Trustee that is to be made the basis for the
release of any property or securities subject to the lien of this Indenture, the
Issuer shall, in addition to any obligation imposed in Section 10.01(a) or
elsewhere in this Indenture, furnish to the Indenture Trustee an Officer's
Certificate certifying or stating the opinion of each person signing such
certificate as to the fair value (within 90 days prior to such deposit) to the
Issuer of the Collateral or other property or securities to be so deposited and
a report from a nationally recognized accounting firm verifying such value.

         (ii) Whenever the Issuer is required to furnish to the Indenture
Trustee an Officer's Certificate certifying or stating the opinion of any signer
thereof as to the matters described in clause (i) above, the Issuer shall also
deliver to the Indenture Trustee an Independent Certificate from a


                                       52

<PAGE>



nationally recognized accounting firm as to the same matters, if the fair value
of the securities to be so deposited and of all other such securities made the
basis of any such withdrawal or release since the commencement of the then
current fiscal year of the Issuer, as set forth in the certificates delivered
pursuant to clause (i) above and this clause (ii), is 10% or more of the Note
Balances of the Notes, but such a certificate need not be furnished with respect
to any securities so deposited, if the fair value thereof as set forth in the
related Officer's Certificate is less than $25,000 or less than one percent of
the Note Balances of the Notes.

         (iii) Whenever any property or securities are to be released from the
lien of this Indenture, the Issuer shall also furnish to the Indenture Trustee
an Officer's Certificate certifying or stating the opinion of each person
signing such certificate as to the fair value (within 90 days prior to such
release) of the property or securities proposed to be released and stating that
in the opinion of such person the proposed release will not impair the security
under this Indenture in contravention of the provisions hereof.

         (iv) Whenever the Issuer is required to furnish to the Indenture
Trustee an Officer's Certificate certifying or stating the opinion of any signer
thereof as to the matters described in clause (iii) above, the Issuer shall also
furnish to the Indenture Trustee an Independent Certificate as to the same
matters if the fair value of the property or securities and of all other
property or securities released from the lien of this Indenture since the
commencement of the then-current calendar year, as set forth in the certificates
required by clause (iii) above and this clause (iv), equals 10% or more of the
Note Principal Balances of the Notes, but such certificate need not be furnished
in the case of any release of property or securities if the fair value thereof
as set forth in the related Officer's Certificate is less than $25,000 or less
than one percent of the then Note Principal Balances of the Notes.

         Section 10.02 FORM OF DOCUMENTS DELIVERED TO INDENTURE TRUSTEE. In any
case where several matters are required to be certified by, or covered by an
opinion of, any specified Person, it is not necessary that all such matters be
certified by, or covered by the opinion of, only one such Person, or that they
be so certified or covered by only one document, but one such Person may certify
or give an opinion with respect to some matters and one or more other such
Persons as to other matters, and any such Person may certify or give an opinion
as to such matters in one or several documents.

         Any certificate or opinion of an Authorized Officer of the Issuer may
be based, insofar as it relates to legal matters, upon a certificate or opinion
of, or representations by, counsel, unless such officer knows, or in the
exercise of reasonable care should know, that the certificate or opinion or
representations with respect to the matters upon which his certificate or
opinion is based are erroneous. Any such certificate of an Authorized Officer or
Opinion of Counsel may be based, insofar as it relates to factual matters, upon
a certificate or opinion of, or representations by, an officer or officers of
the Seller or the Issuer, stating that the information with respect to such
factual matters is in the possession of the Seller or the Issuer, unless such
counsel knows, or in the exercise of reasonable care should know, that the
certificate or opinion or representations with respect to such matters are
erroneous.



                                       53

<PAGE>



         Where any Person is required to make, give or execute two or more
applications, requests, consents, certificates, statements, opinions or other
instruments under this Indenture, they may, but need not, be consolidated and
form one instrument.

         Whenever in this Indenture, in connection with any application or
certificate or report to the Indenture Trustee, it is provided that the Issuer
shall deliver any document as a condition of the granting of such application,
or as evidence of the Issuer's compliance with any term hereof, it is intended
that the truth and accuracy, at the time of the granting of such application or
at the effective date of such certificate or report (as the case may be), of the
facts and opinions stated in such document shall in such case be conditions
precedent to the right of the Issuer to have such application granted or to the
sufficiency of such certificate or report. The foregoing shall not, however, be
construed to affect the Indenture Trustee's right to rely upon the truth and
accuracy of any statement or opinion contained in any such document as provided
in Article VI.

         Section 10.03 ACTS OF NOTEHOLDERS.

         (a) Any request, demand, authorization, direction, notice, consent,
waiver or other action provided by this Indenture to be given or taken by
Noteholders may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Noteholders in person or by agents
duly appointed in writing; and except as herein otherwise expressly provided,
such action shall become effective when such instrument or instruments are
delivered to the Indenture Trustee, and, where it is hereby expressly required,
to the Issuer. Such instrument or instruments (and the action embodied therein
and evidenced thereby) are herein sometimes referred to as the "Act" of the
Noteholders signing such instrument or instruments. Proof of execution of any
such instrument or of a writing appointing any such agent shall be sufficient
for any purpose of this Indenture and (subject to Section 6.01 hereof)
conclusive in favor of the Indenture Trustee and the Issuer, if made in the
manner provided in this Section 10.03 hereof.

         (b) The fact and date of the execution by any person of any such
instrument or writing may be proved in any manner that the Indenture Trustee
deems sufficient.

         (c) The ownership of Notes shall be proved by the Note Registrar.

         (d) Any request, demand, authorization, direction, notice, consent,
waiver or other action by the Holder of any Notes shall bind the Holder of every
Note issued upon the registration thereof or in exchange therefor or in lieu
thereof, in respect of anything done, omitted or suffered to be done by the
Indenture Trustee or the Issuer in reliance thereon, whether or not notation of
such action is made upon such Note.

         Section 10.04 NOTICES ETC., TO INDENTURE TRUSTEE ISSUER AND RATING
AGENCIES. Any request, demand, authorization, direction, notice, consent, waiver
or Act of Noteholders or other documents provided or permitted by this Indenture
shall be in writing and if such request, demand, authorization, direction,
notice, consent, waiver or act of Noteholders is to be made upon, given or
furnished to or filed with:



                                       54

<PAGE>



                  (i) the Indenture Trustee by any Noteholder or by the Issuer
         shall be sufficient for every purpose hereunder if made, given,
         furnished or filed in writing to or with the Indenture Trustee at the
         Corporate Trust Office. The Indenture Trustee shall promptly transmit
         any notice received by it from the Noteholders to the Issuer; or

                  (ii) the Issuer by the Indenture Trustee or by any Noteholder
         shall be sufficient for every purpose hereunder if in writing and
         mailed first-class, postage prepaid to the Issuer addressed to: Origen
         Manufactured Housing Contract Trust 2004-A, in care of Wilmington Trust
         Company, Rodney Square North, 1100 North Market Street, Wilmington,
         Delaware 19890-0001, Attention: Corporate Trust Administration, or at
         any other address previously furnished in writing to the Indenture
         Trustee by the Issuer. The Issuer shall promptly transmit any notice
         received by it from the Noteholders to the Indenture Trustee.

         Notices required to be given to the Rating Agencies by the Issuer, the
Indenture Trustee or the Owner Trustee shall be in writing, mailed first-class
postage pre-paid, to (i) in the case of Moody's, at the following address:
Moody's Investors Service, Inc., Residential Mortgage Monitoring Department, 99
Church Street, New York, New York 10007 and (ii) in the case of S&P, at the
following address: Standard & Poor's, 55 Water Street, 41st Floor, New York, New
York 10041, Attention of Asset Backed Surveillance Department; or as to each of
the foregoing, at such other address as shall be designated by written notice to
the other parties.

         Section 10.05 NOTICES TO NOTEHOLDERS; WAIVER. Where this Indenture
provides for notice to Noteholders of any event, such notice shall be
sufficiently given (unless otherwise herein expressly provided) if in writing
and mailed, first-class, postage prepaid to each Noteholder affected by such
event, at such Person's address as it appears on the Note Register, not later
than the latest date, and not earlier than the earliest date, prescribed for the
giving of such notice. In any case where notice to Noteholders is given by mail,
neither the failure to mail such notice nor any defect in any notice so mailed
to any particular Noteholder shall affect the sufficiency of such notice with
respect to other Noteholders, and any notice that is mailed in the manner herein
provided shall conclusively be presumed to have been duly given regardless of
whether such notice is in fact actually received.

         Where this Indenture provides for notice in any manner, such notice may
be waived in writing by any Person entitled to receive such notice, either
before or after the event, and such waiver shall be the equivalent of such
notice. Waivers of notice by Noteholders shall be filed with the Indenture
Trustee but such filing shall not be a condition precedent to the validity of
any action taken in reliance upon such a waiver.

         In case, by reason of the suspension of regular mail service as a
result of a strike, work stoppage or similar activity, it shall be impractical
to mail notice of any event to Noteholders when such notice is required to be
given pursuant to any provision of this Indenture, then any manner of giving
such notice as shall be satisfactory to the Indenture Trustee shall be deemed to
be a sufficient giving of such notice.

         Where this Indenture provides for notice to the Rating Agencies,
failure to give such notice shall not affect any other rights or obligations
created hereunder, and shall not under any circumstance constitute an Event of
Default.


                                       55

<PAGE>



         Section 10.06 CONFLICT WITH TRUST INDENTURE ACT. If any provision
hereof limits, qualifies or conflicts with another provision hereof that is
required to be included in this Indenture by any of the provisions of the TIA,
such required provision shall control.

         The provisions of TIA ss.ss. 310 through 317 that impose duties on any
Person (including the provisions automatically deemed included herein unless
expressly excluded by this Indenture) are a part of and govern this Indenture,
whether or not physically contained herein.

         Section 10.07 EFFECT OF HEADINGS. The Article and Section headings
herein are for convenience only and shall not affect the construction hereof.

         Section 10.08 SUCCESSORS AND ASSIGNS. All covenants and agreements in
this Indenture and the Notes by the Issuer shall bind its successors and
assigns, whether so expressed or not. All agreements of the Indenture Trustee in
this Indenture shall bind its successors, co-trustees and agents.

         Section 10.09 SEPARABILITY. In case any provision in this Indenture or
in the Notes shall be invalid, illegal or unenforceable, the validity, legality,
and enforceability of the remaining provisions shall not in any way be affected
or impaired thereby.

         Section 10.10 THIRD PARTY BENEFICIARY. The Owner Trustee shall be an
express third-party beneficiary of this Indenture and shall be entitled to
enforce the provisions hereof to the same extent as if the Owner Trustee was a
party hereto.

         Section 10.11 LEGAL HOLIDAYS. In any case where the date on which any
payment is due shall not be a Business Day, then (notwithstanding any other
provision of the Notes or this Indenture) payment need not be made on such date,
but may be made on the next succeeding Business Day with the same force and
effect as if made on the date on which nominally due, and no interest shall
accrue for the period from and after any such nominal date.

         Section 10.12 GOVERNING LAW. THIS INDENTURE SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS
CONFLICT OF LAW PROVISIONS (EXCEPT SECTION 5-1401 OF THE NEW YORK GENERAL
OBLIGATIONS LAW), AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES
HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

         Section 10.13 COUNTERPARTS. This Indenture may be executed in any
number of counterparts, each of which so executed shall be deemed to be an
original, but all such counterparts shall together constitute but one and the
same instrument.

         Section 10.14 RECORDING OF INDENTURE. If this Indenture is subject to
recording in any appropriate public recording offices, such recording is to be
effected by the Issuer and at its expense accompanied by an Opinion of Counsel
at its expense (which may be counsel to the Indenture Trustee or any other
counsel reasonably acceptable to the Indenture Trustee) to the effect that such
recording is necessary either for the protection of the Noteholders or any other
Person secured


                                       56

<PAGE>



hereunder or for the enforcement of any right or remedy granted to the Indenture
Trustee under this Indenture.

         Section 10.15 ISSUER OBLIGATION. No recourse may be taken, directly or
indirectly, with respect to the obligations of the Issuer, the Owner Trustee or
the Indenture Trustee on the Notes or under this Indenture or any certificate or
other writing delivered in connection herewith or therewith, against (i) the
Indenture Trustee or the Owner Trustee in its individual capacity, (ii) any
owner of a beneficial interest in the Issuer or (iii) any partner, owner,
beneficiary, agent, officer, director, employee or agent of the Indenture
Trustee or the Owner Trustee in its individual capacity, any holder of a
beneficial interest in the Issuer, the Owner Trustee or the Indenture Trustee or
of any successor or assign of the Indenture Trustee or the Owner Trustee in its
individual capacity, except as any such Person may have expressly agreed (it
being understood that the Indenture Trustee and the Owner Trustee have no such
obligations in their individual capacity) and except that any such partner,
owner or beneficiary shall be fully liable, to the extent provided by applicable
law, for any unpaid consideration for stock, unpaid capital contribution or
failure to pay any installment or call owing to such entity. For all purposes of
this Indenture, in the performance of any duties or obligations of the Issuer
hereunder, the Owner Trustee shall be subject to, and entitled to the benefits
of, the terms and provisions of Article VI, VII and VIII of the Trust Agreement.

         Section 10.16 NO PETITION. The Indenture Trustee, by entering into this
Indenture, and each Noteholder, by accepting a Note, hereby covenant and agree
that they will not at any time prior to one year from the date of termination
hereof, institute against the Depositor or the Issuer, or join in any
institution against the Depositor or the Issuer of, any bankruptcy,
reorganization, arrangement, insolvency or liquidation proceedings, or other
proceedings under any United States federal or state bankruptcy or similar law
in connection with any obligations relating to the Notes, this Indenture or any
of the Basic Documents, except for filing proofs of claim.

         Section 10.17 INSPECTION. The Issuer agrees that, at its expense, on
reasonable prior notice, it shall permit any representative of the Indenture
Trustee, during the Issuer's normal business hours, to examine all the books of
account, records, reports and other papers of the Issuer, to make copies and
extracts therefrom, to cause such books to be audited by Independent certified
public accountants, and to discuss the Issuer's affairs, finances and accounts
with the Issuer's officers, employees, and Independent certified public
accountants, all at such reasonable times and as often as may be reasonably
requested. The Indenture Trustee shall cause its representatives to hold in
confidence all such information except to the extent disclosure may be required
by law (and all reasonable applications for confidential treatment are
unavailing) and except to the extent that the Indenture Trustee may reasonably
determine that such disclosure is consistent with its obligations hereunder.

         Section 10.18 NO RECOURSE TO OWNER TRUSTEE. It is expressly understood
and agreed by the parties hereto that (a) this Indenture is executed and
delivered by Wilmington Trust Company, not individually or personally, but
solely as Owner Trustee of Origen Manufactured Housing Contract Trust 2004-A, in
the exercise of the powers and authority conferred and vested in it, (b) each of
the representations, undertakings and agreements herein made on the part of the
Issuer is made and intended not as personal representations, undertakings and
agreements by Wilmington Trust Company but is made and intended for the purpose
for binding only the Issuer, (c) nothing herein


                                       57

<PAGE>



contained shall be construed as creating any liability of Wilmington Trust
Company, individually or personally, to perform any covenant either expressed or
implied contained herein, all such liability, if any, being expressly waived by
the parties hereto and by any Person claiming by, through or under the parties
hereto and (d) under no circumstances shall Wilmington Trust Company be
personally liable for the payment of any indebtedness or expenses of the Issuer
or be liable for the breach or failure of any obligation, representation,
warranty or covenant made or undertaken by the Issuer under this Indenture or
any other related documents.

         Section 10.19 PROOFS OF CLAIM. The Indenture Trustee is authorized to
file such proofs of claim and other papers or documents as may be necessary or
advisable in order to have the claims of the Indenture Trustee (including any
claim for the reasonable compensation, expenses, disbursements and advances of
the Indenture Trustee, its agents and counsel) and the Noteholders allowed in
any judicial proceedings relative to the Issuer (or any other obligor upon the
Notes), its creditors or its property and shall be entitled and empowered to
collect, receive and distribute any money or other property payable or
deliverable on any such claims and any custodian in any such judicial proceeding
is hereby authorized by each Noteholder to make such payments to the Indenture
Trustee, as administrative expenses associated with any such proceeding, and, in
the event that the Indenture Trustee shall consent to the making of such
payments directly to the Noteholder to pay to the Indenture Trustee any amount
due to it for the reasonable compensation, expenses, disbursements and advances
of the Indenture Trustee, its agents and counsel, and any other amounts due to
the Indenture Trustee under Section 6.07 hereof. To the extent that the payment
of any such compensation, expenses, disbursements and advances of the Indenture
Trustee, its agents and counsel, and any other amounts due the Indenture Trustee
under Section 6.07 hereof out of the estate in any such proceeding, shall be
denied for any reason, payment of the same shall be secured by a Lien on, and
shall be paid out of, any and all distributions, dividends, money, securities
and other properties that the Noteholders may be entitled to receive in such
proceeding whether in liquidation or under any plan of reorganization or
arrangement or otherwise. Nothing herein contained shall be deemed to authorize
the Indenture Trustee to authorize or consent to or accept or adopt on behalf of
any Noteholder any plan of reorganization, arrangement, adjustment or
composition affecting the Noteholder of the rights of any Noteholder thereof, or
to authorize the Indenture Trustee to vote in respect of the claim of any
Noteholder in any such proceeding.




                                       58

<PAGE>



         IN WITNESS WHEREOF, the Issuer and the Indenture Trustee have caused
their names to be signed hereto by their respective officers thereunto duly
authorized, all as of the day and year first above written.


                           ORIGEN MANUFACTURED HOUSING
                           CONTRACT TRUST 2004-A, as Issuer

                           By:  Wilmington Trust Company, not in its individual
                           capacity but solely as Owner Trustee


                           By:  /s/ Janel R. Havrilla
                              ----------------------------------
                           Name:   Janel R. Havrilla
                           Title:  Financial Services Officer


                           JP MORGAN CHASE BANK, as Indenture Trustee


                           By: /s/ Keith Richardson
                              ----------------------------------
                           Name:   Keith Richardson
                           Title:  Attorney-In-Fact







<PAGE>



STATE OF ILLINOIS          )
                           ) ss.:
COUNTY OF COOK             )

         On this 11th day of February, 2004, before me personally appeared Keith
Richardson to me known, who being by me duly sworn, did depose and say, that he
is an Attorney-In-Fact of the Indenture Trustee, one of the corporations
described in and which executed the above instrument; and that he signed his
name thereto by like order.


                                        Notary Public


                                        -----------------------------------
                                        NOTARY PUBLIC




[NOTARIAL SEAL]





<PAGE>



STATE OF DELAWARE                   )
                                    ) ss.:
COUNTY OF NEW CASTLE                )

         On this 11th day of February, 2004, before me personally appeared Janel
R. Havrilla to me known, who being by me duly sworn, did depose and say, that
such person is a Financial Services Officer of the Owner Trustee on behalf of
Origen Manufactured Housing Contract Trust 2004-A, a Delaware statutory trust,
one of the entities described in and which executed the above instrument; and
that she signed her name thereto by like order.



                                        Notary Public


                                        -----------------------------------
                                        NOTARY PUBLIC





[NOTARIAL SEAL]





<PAGE>



                                   EXHIBIT A-1
                                   -----------

                            FORM OF CLASS A-[_] NOTES

UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE INDENTURE TRUSTEE OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY NOTE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

THE HOLDER OF THIS NOTE OR BENEFICIAL OWNER OF ANY INTEREST HEREIN WILL BE
DEEMED TO REPRESENT TO ONE OF THE REPRESENTATIONS CONTAINED IN SECTION 4.15 OF
THE INDENTURE.

THIS NOTE IS A NON-RECOURSE OBLIGATION OF THE ISSUER, AND IS LIMITED IN RIGHT OF
PAYMENT TO AMOUNTS AVAILABLE FROM THE TRUST AS PROVIDED IN THE INDENTURE
REFERRED TO BELOW. THE ISSUER IS NOT OTHERWISE PERSONALLY LIABLE FOR PAYMENTS ON
THIS NOTE.

PRINCIPAL OF THIS NOTE IS PAYABLE OVER TIME AS SET FORTH HEREIN. ACCORDINGLY,
THE OUTSTANDING NOTE BALANCE OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE
AMOUNT SHOWN ON THE FACE HEREOF.


                                      A-1-1

<PAGE>



                   ORIGEN MANUFACTURED HOUSING CONTRACT TRUST
                              NOTES, SERIES 2004-A
                           CLASS [A-1][A-2][A-3][A-4]


AGGREGATE NOTE BALANCE:                   NOTE RATE: [___]% (Subject to
$_____________________                    Available Funds Rate, in the case of
                                          Class A-4)

INITIAL NOTE BALANCE OF THIS BOND:        BOND NO. 1
$_____________________

PERCENTAGE INTEREST: 100%                 CUSIP NO. [             ]

         Origen Manufactured Housing Contract Trust 2004-A (the "Issuer"), a
Delaware statutory trust, for value received, hereby promises to pay to Cede &
Co. or registered assigns, the principal sum of ($_________________) in monthly
installments on the fifteenth day of each month or, if such day is not a
Business Day, the next succeeding Business Day (each a "Payment Date"),
commencing in March 2004 and ending on or before the Payment Date occurring on
the Final Stated Maturity Date and to pay interest on the Note Balance of this
Note (this "Note") outstanding from time to time as provided below.

         This Note is one of a duly authorized issue of the Origen Manufactured
Housing Contract Trust Notes, Series 2004-A (the "Notes"), issued under an
Indenture dated as of February 1, 2004 (the "Indenture"), between the Issuer and
JPMorgan Chase Bank, as indenture trustee (the "Indenture Trustee", which term
includes any successor Indenture Trustee under the Indenture), to which
Indenture and all indentures supplemental thereto reference is hereby made for a
statement of the respective rights thereunder of the Issuer, the Indenture
Trustee, the Owner Trustee and the Holders of the Notes and the terms upon which
the Notes are to be authenticated and delivered. All terms used in this Note
which are defined in the Indenture shall have the meanings assigned to them in
the Indenture.

         Payments of principal and interest on this Note will be made on each
Payment Date to the Noteholder of record as of the related Record Date. The
"Note Balance" of a Note as of any date of determination is equal to the initial
Note Balance thereof, reduced by the aggregate of all amounts previously paid
with respect to such Note on account of principal on all prior Payment Dates.

         The principal of, and interest on, this Note are due and payable as
described in the Indenture, in such coin or currency of the United States of
America as at the time of payment is legal tender for payment of public and
private debts. All payments made by the Issuer with respect to this Note shall
be equal to this Note's PRO RATA share of the aggregate payments on all Class
[A-1][A-2][A-3][A-4] Notes as described above, and shall be applied as between
interest and principal as provided in the Indenture.



                                      A-1-2

<PAGE>



         All principal and interest accrued on the Notes, if not previously
paid, will become finally due and payable at the Final Stated Maturity Date.

         The Notes are subject to redemption in whole, but not in part, by the
Servicer on any Payment Date on or after the Payment Date on which the Pool
Principal Balance is less than or equal to 20% of the aggregate Principal
Balance of the Contracts as of Cut-off Date.

         The Issuer shall not be liable upon the indebtedness evidenced by the
Notes except to the extent of amounts available from the Trust Estate which
constitute security for the payment of the Notes. The assets included in the
Trust Estate will be the sole source of payments on the Notes, and each Holder
hereof, by its acceptance of this Note, agrees that (i) such Note will be
limited in right of payment to amounts available from the Trust Estate as
provided in the Indenture and (ii) such Holder shall have no recourse to the
Issuer, the Owner Trustee, the Indenture Trustee, the Seller, the Originator,
the Servicer or any of their respective affiliates, or to the assets of any of
the foregoing entities, except the assets of the Issuer pledged to secure the
Notes pursuant to the Indenture and the rights conveyed to the Issuer under the
Indenture.

         Any payment of principal or interest payable on this Note shall be paid
to the Person in whose name such Note is registered at the close of business on
the Record Date for such Payment Date by wire transfer to an account in the
United States designated by such Holder, except for the final installment of
principal and interest payable with respect to such Note, which shall be payable
as provided below. Notwithstanding the foregoing, upon written request with
appropriate instructions by the Holder of this Note delivered to the Indenture
Trustee at least five Business Days prior to the Record Date, any payment of
principal or interest, other than the final installment of principal or
interest, shall be made by check mailed to such person's address as it appears
in the Note Register on such Record Date. All reductions in the Note Balance of
a Note (or one or more predecessor Notes) effected by payments of principal made
on any Payment Date shall be binding upon all Holders of this Note and of any
note issued upon the registration of transfer thereof or in exchange therefor or
in lieu thereof, whether or not such payment is noted on such Note. The final
payment of this Note shall be payable upon presentation and surrender thereof on
or after the Payment Date thereof at the Corporate Trust Office or the office or
agency of the Issuer maintained by it for such purpose pursuant to Section 3.02
of the Indenture.

         Subject to the foregoing provisions, each Note delivered under the
Indenture, upon registration of transfer of or in exchange for or in lieu of any
other Note shall carry the right to unpaid principal and interest that were
carried by such other Note.

         If an Event of Default as defined in the Indenture shall occur and be
continuing with respect to the Notes, the Notes may become or be declared due
and payable in the manner and with the effect provided in the Indenture. If any
such acceleration of maturity occurs prior to the payment of the entire unpaid
Note Balance of the Notes, the amount payable to the Holder of this Note will be
equal to the sum of the unpaid Note Balance of the Notes, together with accrued
and unpaid interest thereon as described in the Indenture. The Indenture
provides that, notwithstanding the acceleration of the maturity of the Notes,
under certain circumstances specified therein, all amounts collected as proceeds
of the Trust Estate securing the Notes or otherwise shall continue to be applied
to payments of principal of and interest on the Notes as if they had not been
declared due and payable.


                                      A-1-3

<PAGE>



         The Holder of this Note or Beneficial Owner of any interest herein is
deemed to represent that either (1) it is not acquiring this Note with Plan
Assets or (2) (A) the acquisition, holding and transfer of this Note will not
give rise to a nonexempt prohibited transaction under Section 406 of ERISA or
Section 4975 of the Code and (B) this Note is rated investment grade or better
and such person believes that this Note is properly treated as indebtedness
without substantial equity features for purposes of the DOL Regulations, and
agrees to so treat this Note. Alternatively, regardless of the rating of this
Note, such person may provide the Indenture Trustee and the Owner Trustee with
an opinion of counsel, which opinion of counsel will not be at the expense of
the Issuer, the Seller, the Originator, any Underwriter, the Owner Trustee, the
Indenture Trustee, the Servicer or any successor servicer which opines that the
acquisition, holding and transfer of this Note or interest herein is permissible
under applicable law, will not constitute or result in a non-exempt prohibited
transaction under ERISA or Section 4975 of the Code and will not subject the
Issuer, the Seller, the Originator, the Depositor, any Underwriter, the Owner
Trustee, the Indenture Trustee, the Servicer or any successor servicer to any
obligation in addition to those undertaken in the Indenture.

         As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Note may be registered on the Note Register of
the Issuer. Upon surrender for registration of transfer of, or presentation of a
written instrument of transfer for, this Note at the office or agency designated
by the Issuer pursuant to the Indenture, accompanied by proper instruments of
assignment in form satisfactory to the Indenture Trustee, one or more new Notes
of any authorized denominations and of a like aggregate initial Note Balance,
will be issued to the designated transferee or transferees.

         Prior to the due presentment for registration of transfer of this Note,
the Issuer, the Indenture Trustee and any agent of the Issuer or the Indenture
Trustee may treat the Person in whose name this Note is registered as the owner
of such Note (i) on the applicable Record Date for the purpose of making
payments and interest of such Note and (ii) on any other date for all other
purposes whatsoever, as the owner hereof, whether or not this Note be overdue,
and neither the Issuer, the Indenture Trustee nor any such agent of the Issuer
or the Indenture Trustee shall be affected by notice to the contrary.

         The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Issuer and the rights of the Holders of the Notes under the Indenture at any
time by the Issuer and the Holders of a majority of all Notes at the time
outstanding. The Indenture also contains provisions permitting the Holders of
Notes representing specified percentages of the aggregate Note Balance of the
Notes on behalf of the Holders of all the Notes, to waive any past Default under
the Indenture and its consequences. Any such waiver by the Holder, at the time
of the giving thereof, of this Note (or any one or more predecessor Notes) shall
bind the Holder of every Note issued upon the registration of transfer hereof or
in exchange hereof or in lieu hereof, whether or not notation of such consent or
waiver is made upon such Note. The Indenture also permits the Issuer and the
Indenture Trustee to amend or waive certain terms and conditions set forth in
the Indenture without the consent of the Holders of the Notes issued thereunder.

         Initially, this Note will be registered in the name of Cede & Co. as
nominee of DTC, acting in its capacity as the Depository for this Note. This
Note will be delivered by the clearing agency


                                      A-1-4

<PAGE>



in denominations as provided in the Indenture and subject to certain limitations
therein set forth. This Note is exchangeable for a like aggregate initial Note
Balance of Notes of different authorized denominations, as requested by the
Holder surrendering same.

         Unless the Certificate of Authentication hereon has been executed by
the Indenture Trustee by manual signature, this Note shall not be entitled to
any benefit under the Indenture, or be valid or obligatory for any purpose.

         AS PROVIDED IN THE INDENTURE, THIS NOTE AND THE INDENTURE CREATING THIS
NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE
STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED THEREIN.


                                      A-1-5

<PAGE>



         IN WITNESS WHEREOF, the Issuer has caused this instrument to be duly
executed by Wilmington Trust Company, not in its individual capacity but solely
as Owner Trustee.

Dated: February __ 2004

                                  ORIGEN MANUFACTURED HOUSING
                                  CONTRACT TRUST 2004-A

                                  BY:  WILMINGTON TRUST COMPANY, not in its
                                  individual capacity but solely in its capacity
                                  as Owner Trustee


                                  By:_______________________________________
                                           Authorized Signatory



                INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION


         This is one of the Notes referred to in the within-mentioned Indenture.


JP MORGAN CHASE BANK,
as Indenture Trustee



By:______________________________________
            Authorized Signatory





                                      A-1-6

<PAGE>



                                  ABBREVIATIONS

         The following abbreviations, when used in the inscription on the face
of the Note, shall be construed as though they were written out in full
according to applicable laws or regulations:


         TEN COM     --  as tenants in common
         TEN ENT     --  as tenants by the entireties
         JT TEN      --  as joint tenants with right of survivorship and not as
                         tenants in common
UNIF GIFT MIN ACT    --  __________ Custodian
                         __________________________________________________
                          (Cust)                           (Minor)

                          under Uniform Gifts to Minor Act
                         _________________________________________________
                          (State)


                      Additional abbreviations may also be used though not in
the above list.





                                      A-1-7

<PAGE>



                                   ASSIGNMENT

         FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto

         PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF
                                    ASSIGNEE:



   --------------------------------------------------------------------------

   --------------------------------------------------------------------------

   --------------------------------------------------------------------------
  (Please print or typewrite name and address, including zip code, of assignee)




------------------------------------------------------------------------------
the within Note and all rights thereunder, and hereby irrevocably constitutes
and appoints attorney to transfer said Note on the books kept for registration
thereof, with full power of substitution in the premises.

Dated:
       --------------------         -------------------------------------------

Signature Guaranteed by
                        --------------------------------------------------------

         NOTICE: The signature(s) to this assignment must correspond with the
name as it appears upon the face of the within Note in every particular, without
alteration or enlargement or any change whatsoever. Signature(s) must be
guaranteed by a commercial bank or by a member firm of the New York Stock
Exchange or another national securities exchange. Notarized or witnessed
signatures are not acceptable.





                                      A-1-8

<PAGE>



                                   EXHIBIT A-2
                                   -----------

                            FORM OF CLASS M-[_] NOTES

UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE INDENTURE TRUSTEE OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY NOTE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

THE HOLDER OF THIS NOTE OR BENEFICIAL OWNER OF ANY INTEREST HEREIN WILL BE
DEEMED TO REPRESENT TO ONE OF THE REPRESENTATIONS CONTAINED IN SECTION 4.15 OF
THE INDENTURE.

THIS NOTE IS A NON-RECOURSE OBLIGATION OF THE ISSUER, AND IS LIMITED IN RIGHT OF
PAYMENT TO AMOUNTS AVAILABLE FROM THE TRUST AS PROVIDED IN THE INDENTURE
REFERRED TO BELOW. THE ISSUER IS NOT OTHERWISE PERSONALLY LIABLE FOR PAYMENTS ON
THIS NOTE.

PRINCIPAL OF THIS NOTE IS PAYABLE OVER TIME AS SET FORTH HEREIN. ACCORDINGLY,
THE OUTSTANDING NOTE BALANCE OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE
AMOUNT SHOWN ON THE FACE HEREOF.

THIS NOTE IS SUBORDINATE TO THE CLASS A NOTES [AND CLASS M-1 NOTES] TO THE
EXTENT DESCRIBED IN THE INDENTURE REFERRED TO HEREIN.


                                      A-2-1

<PAGE>



                   ORIGEN MANUFACTURED HOUSING CONTRACT TRUST
                              NOTES, SERIES 2004-A
                                    CLASS M-1


AGGREGATE NOTE BALANCE:                       NOTE RATE: [____]% (Subject to
$_____________________                        Available Funds Rate)

INITIAL NOTE BALANCE OF THIS BOND:            BOND NO. 1
$____________________

PERCENTAGE INTEREST: 100%                     CUSIP NO. [             ]

         Origen Manufactured Housing Contract Trust 2004-A (the "Issuer"), a
Delaware statutory trust, for value received, hereby promises to pay to Cede &
Co. or registered assigns, the principal sum of ($_________________) in monthly
installments on the fifteenth day of each month or, if such day is not a
Business Day, the next succeeding Business Day (each a "Payment Date"),
commencing in March 2004 and ending on or before the Payment Date occurring on
the Final Stated Maturity Date and to pay interest on the Note Balance of this
Note (this "Note") outstanding from time to time as provided below.

         This Note is one of a duly authorized issue of the Origen Manufactured
Housing Contract Trust Notes, Series 2004-A (the "Notes"), issued under an
Indenture dated as of February 1, 2004 (the "Indenture"), between the Issuer and
JPMorgan Chase Bank, as indenture trustee (the "Indenture Trustee", which term
includes any successor Indenture Trustee under the Indenture), to which
Indenture and all indentures supplemental thereto reference is hereby made for a
statement of the respective rights thereunder of the Issuer, the Indenture
Trustee, the Owner Trustee and the Holders of the Notes and the terms upon which
the Notes are to be authenticated and delivered. All terms used in this Note
which are defined in the Indenture shall have the meanings assigned to them in
the Indenture.

         Payments of principal and interest on this Note will be made on each
Payment Date to the Noteholder of record as of the related Record Date. The
"Note Balance" of a Note as of any date of determination is equal to the initial
Note Balance thereof, reduced by the aggregate of all amounts previously paid
with respect to such Note on account of principal on all prior Payment Dates.

         The principal of, and interest on, this Note are due and payable as
described in the Indenture, in such coin or currency of the United States of
America as at the time of payment is legal tender for payment of public and
private debts. All payments made by the Issuer with respect to this Note shall
be equal to this Note's PRO RATA share of the aggregate payments on all Class
[M-1][M-2] Notes as described above, and shall be applied as between interest
and principal as provided in the Indenture.

         All principal and interest accrued on the Notes, if not previously
paid, will become finally due and payable at the Final Stated Maturity Date.



                                      A-2-2

<PAGE>



         The Notes are subject to redemption in whole, but not in part, by the
Servicer on any Payment Date on or after the Payment Date on which the Pool
Principal Balance of the Contracts as of the end of the prior Due Period is less
than or equal to 20% of the aggregate Principal Balance of the Contracts as of
Cut-off Date.

         The Issuer shall not be liable upon the indebtedness evidenced by the
Notes except to the extent of amounts available from the Trust Estate which
constitute security for the payment of the Notes. The assets included in the
Trust Estate will be the sole source of payments on the Notes, and each Holder
hereof, by its acceptance of this Note, agrees that (i) such Note will be
limited in right of payment to amounts available from the Trust Estate as
provided in the Indenture and (ii) such Holder shall have no recourse to the
Issuer, the Owner Trustee, the Indenture Trustee, the Seller, the Originator,
the Servicer or any of their respective affiliates, or to the assets of any of
the foregoing entities, except the assets of the Issuer pledged to secure the
Notes pursuant to the Indenture and the rights conveyed to the Issuer under the
Indenture.

         Any payment of principal or interest payable on this Note shall be paid
to the Person in whose name such Note is registered at the close of business on
the Record Date for such Payment Date by wire transfer to an account in the
United States designated by such Holder, except for the final installment of
principal and interest payable with respect to such Note, which shall be payable
as provided below. Notwithstanding the foregoing, upon written request with
appropriate instructions by the Holder of this Note delivered to the Indenture
Trustee at least five Business Days prior to the Record Date, any payment of
principal or interest, other than the final installment of principal or
interest, shall be made by check mailed to such person's address as it appears
in the Note Register on such Record Date. All reductions in the Note Balance of
a Note (or one or more predecessor Notes) effected by payments of principal made
on any Payment Date shall be binding upon all Holders of this Note and of any
note issued upon the registration of transfer thereof or in exchange therefor or
in lieu thereof, whether or not such payment is noted on such Note. The final
payment of this Note shall be payable upon presentation and surrender thereof on
or after the Payment Date thereof at the Corporate Trust Office or the office or
agency of the Issuer maintained by it for such purpose pursuant to Section 3.02
of the Indenture.

         Subject to the foregoing provisions, each Note delivered under the
Indenture, upon registration of transfer of or in exchange for or in lieu of any
other Note shall carry the right to unpaid principal and interest that were
carried by such other Note.

         If an Event of Default as defined in the Indenture shall occur and be
continuing with respect to the Notes, the Notes may become or be declared due
and payable in the manner and with the effect provided in the Indenture. If any
such acceleration of maturity occurs prior to the payment of the entire unpaid
Note Balance of the Notes, the amount payable to the Holder of this Note will be
equal to the sum of the unpaid Note Balance of the Notes, together with accrued
and unpaid interest thereon as described in the Indenture. The Indenture
provides that, notwithstanding the acceleration of the maturity of the Notes,
under certain circumstances specified therein, all amounts collected as proceeds
of the Trust Estate securing the Notes or otherwise shall continue to be applied
to payments of principal of and interest on the Notes as if they had not been
declared due and payable.



                                      A-2-3

<PAGE>



         The Holder of this Note or Beneficial Owner of any interest herein is
deemed to represent that either (1) it is not acquiring this Note with Plan
Assets or (2) (A) the acquisition, holding and transfer of this Note will not
give rise to a nonexempt prohibited transaction under Section 406 of ERISA or
Section 4975 of the Code and (B) this Note is rated investment grade or better
and such person believes that this Note is properly treated as indebtedness
without substantial equity features for purposes of the DOL Regulations, and
agrees to so treat this Note. Alternatively, regardless of the rating of this
Note, such person may provide the Indenture Trustee and the Owner Trustee with
an opinion of counsel, which opinion of counsel will not be at the expense of
the Issuer, the Seller, the Originator, any Underwriter, the Owner Trustee, the
Indenture Trustee, the Servicer or any successor servicer which opines that the
acquisition, holding and transfer of this Note or interest herein is permissible
under applicable law, will not constitute or result in a non-exempt prohibited
transaction under ERISA or Section 4975 of the Code and will not subject the
Issuer, the Seller, the Originator, the Depositor, any Underwriter, the Owner
Trustee, the Indenture Trustee, the Servicer or any successor servicer to any
obligation in addition to those undertaken in the Indenture.

         As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Note may be registered on the Note Register of
the Issuer. Upon surrender for registration of transfer of, or presentation of a
written instrument of transfer for, this Note at the office or agency designated
by the Issuer pursuant to the Indenture, accompanied by proper instruments of
assignment in form satisfactory to the Indenture Trustee, one or more new Notes
of any authorized denominations and of a like aggregate initial Note Balance,
will be issued to the designated transferee or transferees.

         Prior to the due presentment for registration of transfer of this Note,
the Issuer, the Indenture Trustee and any agent of the Issuer or the Indenture
Trustee may treat the Person in whose name this Note is registered as the owner
of such Note (i) on the applicable Record Date for the purpose of making
payments and interest of such Note and (ii) on any other date for all other
purposes whatsoever, as the owner hereof, whether or not this Note be overdue,
and neither the Issuer, the Indenture Trustee nor any such agent of the Issuer
or the Indenture Trustee shall be affected by notice to the contrary.

         The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Issuer and the rights of the Holders of the Notes under the Indenture at any
time by the Issuer and the Holders of a majority of all Notes at the time
outstanding. The Indenture also contains provisions permitting the Holders of
Notes representing specified percentages of the aggregate Note Balance of the
Notes on behalf of the Holders of all the Notes, to waive any past Default under
the Indenture and its consequences. Any such waiver by the Holder, at the time
of the giving thereof, of this Note (or any one or more predecessor Notes) shall
bind the Holder of every Note issued upon the registration of transfer hereof or
in exchange hereof or in lieu hereof, whether or not notation of such consent or
waiver is made upon such Note. The Indenture also permits the Issuer and the
Indenture Trustee to amend or waive certain terms and conditions set forth in
the Indenture without the consent of the Holders of the Notes issued thereunder.

         Initially, this Note will be registered in the name of Cede & Co. as
nominee of DTC, acting in its capacity as the Depository for this Note. This
Note will be delivered by the clearing agency


                                      A-2-4

<PAGE>



in denominations as provided in the Indenture and subject to certain limitations
therein set forth. This Note is exchangeable for a like aggregate initial Note
Balance of Notes of different authorized denominations, as requested by the
Holder surrendering same.

         Unless the Certificate of Authentication hereon has been executed by
the Indenture Trustee by manual signature, this Note shall not be entitled to
any benefit under the Indenture, or be valid or obligatory for any purpose.

         AS PROVIDED IN THE INDENTURE, THIS NOTE AND THE INDENTURE CREATING THIS
NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE
STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED THEREIN.


                                      A-2-5

<PAGE>



         IN WITNESS WHEREOF, the Issuer has caused this instrument to be duly
executed by Wilmington Trust Company, not in its individual capacity but solely
as Owner Trustee.

Dated: February __ 2004

                                 ORIGEN MANUFACTURED HOUSING
                                 CONTRACT TRUST 2004-A

                                 BY:  WILMINGTON TRUST COMPANY, not in its
                                 individual capacity but solely in its capacity
                                 as Owner Trustee


                                 By:_______________________________________
                                                   Authorized Signatory



                INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION


         This is one of the Notes referred to in the within-mentioned Indenture.


JP MORGAN CHASE BANK,
as Indenture Trustee



By:______________________________________
                  Authorized Signatory





                                      A-2-6

<PAGE>



                                  ABBREVIATIONS

         The following abbreviations, when used in the inscription on the face
of the Note, shall be construed as though they were written out in full
according to applicable laws or regulations:


         TEN COM     --   as tenants in common
         TEN ENT     --   as tenants by the entireties
         JT TEN      --   as joint tenants with right of survivorship and not as
                          tenants in common
UNIF GIFT MIN ACT    --   __________ Custodian
                          ____________________________________
                               (Cust)              (Minor)

                          under Uniform Gifts to Minor Act
                          _____________________________________
                         (State)


                      Additional abbreviations may also be used though not in
the above list.





                                      A-2-7

<PAGE>



                                   ASSIGNMENT

         FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto

          PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF
                                    ASSIGNEE:



   --------------------------------------------------------------------------

   --------------------------------------------------------------------------

   --------------------------------------------------------------------------
  (Please print or typewrite name and address, including zip code, of assignee)




--------------------------------------------------------------------------------
the within Note and all rights thereunder, and hereby irrevocably constitutes
and appoints attorney to transfer said Note on the books kept for registration
thereof, with full power of substitution in the premises.

Dated:
       --------------------         -------------------------------------------

Signature Guaranteed by
                        -------------------------------------------------------

         NOTICE: The signature(s) to this assignment must correspond with the
name as it appears upon the face of the within Note in every particular, without
alteration or enlargement or any change whatsoever. Signature(s) must be
guaranteed by a commercial bank or by a member firm of the New York Stock
Exchange or another national securities exchange. Notarized or witnessed
signatures are not acceptable.


                                      A-2-8

<PAGE>



                                    EXHIBIT B

                             MORTGAGE LOAN SCHEDULE

                                (Filed Manually)




                                       B-1



<PAGE>



                                    EXHIBIT C

<PAGE>



--------------------------------------------------------------------------------


                                    FORM OF

                               CUSTODIAL AGREEMENT


                                      among


                ORIGEN MANUFACTURED HOUSING CONTRACT TRUST 2004-A
                                    as Trust


                                       and

                              ORIGEN SERVICING, INC
                                   as Servicer


                                       and
                 J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION
                                  as Custodian


                                       and
                    JPMORGAN CHASE BANK as Indenture Trustee


                          Dated as of February 1, 2004


                ORIGEN MANUFACTURED HOUSING CONTRACT TRUST NOTES
                                  SERIES 2004-A

--------------------------------------------------------------------------------


<PAGE>


<TABLE>
<CAPTION>



                                           TABLE OF CONTENTS
                                                                                                               Page
<S>               <C>
Section 1.        Definitions.....................................................................................1
Section 2.        Delivery of Custodial Asset Files...............................................................3
Section 3.        The Custodian's Receipt, Examination and Certification of Custodial Asset Files.................3
Section 4.        Possession of Custodial Asset Files.............................................................5
Section 5.        Future Defects..................................................................................5
Section 6.        Release for Servicing...........................................................................5
Section 7.        Limitation on Release...........................................................................5
Section 8.        Release for Payment.............................................................................6
Section 9.        Fees of Custodian...............................................................................6
Section 10.       Removal of Custodian............................................................................6
Section 11.       Transfer of Custodial Asset Files Upon Termination..............................................6
Section 12.       Examination of Custodial Asset Files............................................................6
Section 13.       Insurance of Custodian; Custodial Delivery Failure; Indemnity by Custodian......................7
Section 14.       Counterparts....................................................................................7
Section 15.       Periodic Statements.............................................................................7
Section 16.       Governing Law...................................................................................8
Section 17.       Copies of Mortgage Documents....................................................................8
Section 18.       No Adverse Interest of Custodian................................................................8
Section 19.       Termination by Custodian........................................................................9
Section 20.       Term of Agreement...............................................................................9
Section 21.       Notices.........................................................................................9
Section 22.       Successor Custodian............................................................................11
Section 23.       Representations and Warranties of the Custodian................................................12
Section 24.       Transmission of Custodial Asset Files..........................................................13
Section 25.       Authorized Representatives.....................................................................13
Section 26.       Usage of Terms.................................................................................13
Section 27.       Limitation on Liability........................................................................14
Section 28.       Usage of Terms.................................................................................14
</TABLE>

EXHIBIT A-1                Form of Initial Certification
EXHIBIT A-2                Form of Final Certification
EXHIBIT B                  Request for Release of Documents and Receipt
EXHIBIT C                  List of Contracts Data Fields
EXHIBIT D                  Reserved
EXHIBIT E                  Reserved
EXHIBIT F                  Authorized Representatives of Trust
EXHIBIT G                  Authorized Representatives of Custodian
EXHIBIT H                  Reserved
EXHIBIT I                  Authorized Representatives of Servicer
EXHIBIT J                  Authorized Representatives of Indenture Trustee
EXHIBIT K                  Review Procedures
EXHIBIT L                  Lost Note Affidavit and Indemnity
EXHIBIT M                  Reserved
EXHIBIT N                  Reserved
EXHIBIT O                  Reserved
EXHIBIT P                  Reserved
EXHIBIT Q                  Documents Constituting A Custodial Asset File
EXHIBIT Q-1                Lien Certificates Exception Jurisdictions



                                      -i-
<PAGE>




                               CUSTODIAL AGREEMENT

         THIS CUSTODIAL AGREEMENT, dated as of February 1, 2004, by and among
Origen Manufactured Housing Contract Trust 2004-A, a Delaware statutory trust
having an address Rodney Square North, 1100 North Market Street, Wilmington,
Delaware 19890, c/o Wilmington Trust Company(the "Trust"), Origen Servicing,
Inc., a Delaware corporation having an address at The American Center, 27777
Franklin Road, Suite 1700, Southfield, Michigan 48034 (the "Servicer" or
"Origen"), J.P. Morgan Trust Company, National Association, having an address at
2220 Chemsearch Blvd., Suite 150, Irving, Texas 75062 (the "Custodian"), and
JPMorgan Chase Bank, a New York state banking corporation subject to the laws of
the State of New York having an address at JPMorgan Chase Bank, 1 Bank One
Plaza, Mail Code ILI-0481, Chicago, IL 60670-0481, as Indenture Trustee (the
"Indenture Trustee").

                               W I T N E S S E T H

         WHEREAS, the Issuer shall issue its Series 2004-A Notes, which will be
secured by a grant of a security interest in and lien on (among other assets)
certain Contracts pursuant to the terms and conditions of an Indenture, dated as
of the date hereof, between the Trust, as Issuer, and the Indenture Trustee
(including any applicable amendments, supplements, exhibits and schedules
thereto, the "Indenture"); and

         WHEREAS, the Servicer is to service such Contracts pursuant to the
terms and conditions of a Servicing Agreement, dated the date hereof (the
"Servicing Agreement"), among the Trust, the Servicer, Vanderbilt Mortgage and
Finance, Inc. (the "Backup Servicer") and the Indenture Trustee, on behalf of
the Trust and the Noteholders; and

         WHEREAS, the Custodian is a national banking association subject to the
laws of the United States of America and is otherwise authorized to act as
Custodian pursuant to this Agreement; and

         WHEREAS, the parties hereto desire to have the Custodian take
possession of the Custodial Asset Files relating to the Contracts, along with
certain other documents specified herein, as the bailee of the Indenture Trustee
in its capacity as secured party on behalf and for the benefit of the
Noteholders, in accordance with the terms and conditions hereof;

         NOW, THEREFORE, in consideration of the mutual undertakings herein
expressed, the parties hereto hereby agree as follows:

         Section 1. Definitions.

         Capitalized terms used but not defined herein shall have the meanings
assigned to them in Appendix A to the Indenture.

         Agreement: This Custodial Agreement and all amendments, exhibits,
schedules and other attachments and supplements hereto.

         Asset Sale Agreement: The Manufactured Housing Contract Sale Agreement
(including any applicable amendments, supplements, exhibits and schedules
thereto).

                                      -1-
<PAGE>

         Authorized Representative: As defined in Section 25.

         Collections: With respect to any Contract, all cash collections and
other cash proceeds related to a Contract received by the Servicer or any other
Person on or after the Cut-off, including all principal and interest payments
made by the Obligor thereon and all cash proceeds of the related security with
respect to such Contract.

         Contract Documents:  Each of the documents listed in Exhibit Q.

         Contract Number:  As defined in Section 2(a).

         Custodial Asset File: For each Contract, the related Contract File or
Land-and-Home Contract File, as appropriate.

         Custodial Delivery Failure:  As defined in Section 13(b).

         Custodian: J.P. Morgan Trust Company, National Association, and its
successors and assigns, or any successor to the Custodian under this Agreement
as herein provided.

         Exception: With respect to any Custodial Asset File, any of the
following: (i) any variance from the requirements of Exhibits K and Q attached
hereto with respect to the contents of a Custodial Asset File and (ii) a
Contract for which an officer of the Custodian with particular responsibility
for the transactions contemplated by this Agreement (such officer, a
"Responsible Officer") receives written notice or has actual knowledge of a lien
or security interest in respect of the related Contract in favor of a Person
other than the Indenture Trustee.

         Exceptions Report: A list generated by the Custodian in accordance with
Section 3 of Contracts with respect to which the Custodian holds the Custodial
Asset File for the benefit of the Indenture Trustee as of the close of business
on the prior Business Day, which list includes codes indicating all Exceptions
with respect to each Custodial Asset File listed thereon. Each Exceptions Report
shall set forth all Exceptions with respect to the Contracts then held by the
Custodian pursuant to this Agreement.

         Governmental Authority: Any nation, government, or state, or any
political subdivision of any of them, or any court, entity, or agency exercising
executive, legislative, judicial, regulatory, or administrative functions of or
pertaining to government.

         List of Contracts: The list of all of the Contracts and other
collateral, if any, pledged to the Indenture Trustee pursuant to the Indenture.
The List of Contracts shall be prepared by or on behalf of the Trust and
transmitted either electronically or in hard copy in formats reasonably
acceptable to the Custodian, and shall set forth the information identified on
Exhibit C attached hereto.

         Person: Any individual, corporation, limited liability company,
partnership, joint venture, association, joint-stock company, entity, trust,
estate, unincorporated organization, government or any department, agency or
political subdivision thereof.



                                      -2-
<PAGE>


         Request for Release:  As defined in Section 6.

         Required Documents: For any Contract the documents identified in
Exhibit Q attached hereto, as applicable.

         Review Procedures: Shall mean the procedures regarding the Custodian's
review of the Custodial Asset Files attached hereto as Exhibit K.

         Trust: Origen Manufactured Housing Contract Trust 2004-A, a Delaware
statutory trust.

         UCC: The Uniform Commercial Code, as in effect in the relevant
jurisdiction, as amended, supplemented or otherwise modified from time to time.


         Section 2. Delivery of Custodial Asset Files.

         (a)(i) On or before the Closing Date, the Trust or its designee shall
deliver and release to the Custodian, the Required Documents. All documents
delivered to the Custodian shall have been placed by the Trust or its
representative in an appropriate file folder, clearly marked with the last name
of the Obligor and the Servicer's contract number (the "Contract Number").

         (ii) With respect to a Eligible Substitute Contract, the Trust or its
designee shall deliver and release to Custodian, no later than 10:30 a.m. New
York City time on the Business Day preceding the date on which the pledge of
such Eligible Substitute Contract is to be effected, (A) notice identifying such
Eligible Substitute Contract as a Eligible Substitute Contract and identifying
the Contract for which such Eligible Substitute Contract is being substituted,
and (B) the Required Documents pertaining to each of the Contracts identified in
the related List of Contracts. All documents delivered to the Custodian with
respect to any Eligible Substitute Contract shall have been placed by the Trust
or its representative in an appropriate file folder, clearly marked with the
name of Obligor and the Contract Number.

         The Custodian shall release the related Custodial Asset File and shall
execute and deliver all instruments of transfer or assignment, without recourse,
furnished to it by the Trust as are necessary to vest in the Trust title to and
rights under the related Contract.

         From time to time, the Trust or the Servicer shall forward to the
Custodian such additional original documents or copies of documents representing
a portion of the Custodial Asset File that subsequently come into its
possession. To the extent that any such document requires a certificate of the
Originator certifying that such documentation is a true and correct copy of the
original and/or that such original has been forwarded for recording to the
appropriate records depository, such certification may be by stamp.

         Section 3. The Custodian's Receipt, Examination and Certification of
Files.

         (a) The Servicer has delivered the Custodial Asset Files for all the
Contracts to the Custodian, and a List of Contracts. The Custodian will deliver,
via facsimile or by electronic transmission, no later than 10:00 a.m., New York
City time, on the Closing Date, to the




                                      -3-
<PAGE>

Indenture Trustee, with a copy to the Servicer and the Trust, an Initial
Certification in the form of Exhibit A-1 with respect to such Contracts.

         (b) Prior to the first anniversary date of the Closing Date the
Indenture Trustee or the Custodian shall deliver to the Depositor and the
Servicer a final certification in the form annexed hereto as Exhibit A-2
evidencing the completeness of the Custodial Asset Files, with any applicable
exceptions noted thereon, and the Servicer shall forward a copy thereof to any
Sub-Servicer.

         (c) Each Exceptions Report shall list all Exceptions using such codes
as are customarily used by the Custodian and in form and substance agreed to by
the Custodian. The delivery of each Exceptions Report to the Indenture Trustee
and the Servicer shall be the Custodian's representation that, other than the
Exceptions listed therein: (A) all Contract Documents have been reviewed by the
Custodian in accordance with the Review Procedures and appear on their face to
be regular and to relate to such Contract, and (B) based upon a review of the
Contract, the information set forth on the List of Contracts accurately
reflects, (a) the name of the Obligor, (b) the address of the Manufactured Home,
(c) the original interest rate on the Contract, (d) the original principal
amount of the Contract, and Note, if any, (e) the date of the Contract, and
Note, if any, (f) the maturity date of the Contract and Note, if any, and (g)
the Loan identification number.

         (d) Reserved.

         (e) Reserved.

         (f) In connection with an Initial Certification or Final Certification
delivered hereunder by the Custodian, the Custodian shall make no
representations as to, and shall not be responsible to verify, (A) the validity,
legality, enforceability, due authorization, recordability, sufficiency, or
genuineness of any of the documents contained in each Custodial Asset File or
(B) the collectability, insurability, effectiveness or suitability of any such
Contract. Subject to the preceding sentence, the Trust hereby gives the
Custodian notice that from and after the Closing Date, the Indenture Trustee
shall have a security interest in each Contract identified on an Exceptions
Report until such time that the Custodian receives notice from the Indenture
Trustee that the Indenture Trustee no longer has a security interest in such
Contract.

         (g) Notwithstanding and in addition to the foregoing, in the event that
the Custodian identifies a change to the Exceptions listed on the prior
Exceptions Report, the Custodian shall perform any Review Procedures required
with respect thereto and deliver an updated Exceptions Report reflecting such
change to the Servicer and the Indenture Trustee, via facsimile or by electronic
transmission, no later than 2:00 p.m., New York City time on the next succeeding
Business Day. Each updated Exceptions Report so delivered by the Custodian to
the Servicer shall supersede and cancel the Exceptions Report previously
delivered by the Custodian to the Servicer hereunder.

         (h) Reserved.

         (i) Under no circumstances shall the Custodian be obligated to verify
the authenticity of any signature (whether original or facsimile) on any of the
documents received or examined




                                      -4-
<PAGE>

by it in connection with this Agreement or the authority or capacity of any
Person to execute or issue any such document, nor shall the Custodian be
responsible for the value, form, substance, validity, recordability,
sufficiency, perfection, priority, effectiveness or enforceability of any of
such documents.

         (j) Any provision of this Agreement to the contrary notwithstanding,
the Servicer or the Trust shall notify the Custodian not less than two (2)
Business Days prior to the occurrence of the Closing Date (or within such other
time frame as the parties hereto may mutually agree upon).

         (k) Reserved.

         Section 4. Possession of Custodial Asset Files.

         (a) With respect to any Contract and other Required Documents that is
delivered to the Custodian or that otherwise comes into the possession of the
Custodian, the Custodian is the custodian for and the bailee of the Indenture
Trustee, as secured party on behalf and for the benefit of the Noteholders,
exclusively. The Custodian shall hold all Contract Documents received by it
constituting the Custodial Asset File for the exclusive use and benefit of the
Indenture Trustee, as secured party on behalf and for the benefit of the
Noteholders, and shall make disposition thereof only in accordance with this
Agreement and the instructions furnished by the Indenture Trustee. The Custodian
shall segregate and maintain continuous custody of all Contract Documents in
secure and fire resistant facilities in accordance with customary standards for
such custody. The Custodian makes no representations as to, and shall not be
responsible to verify, the legality, enforceability, sufficiency, due
authorization or recordability of any document in any Custodial Asset File.

         (b) Reserved.

         Section 5. Future Defects.

         During the term of this Agreement, if the Custodian received written
notice of or discovers any defect with respect to the items certified pursuant
to Section 2 with respect to any Custodial Asset File, the Custodian shall give
written specification of such defect to the Trust, the Servicer and the
Indenture Trustee.

         Section 6. Release for Servicing.

         From time to time and as appropriate for the foreclosure or servicing
of any of the Contracts, the Custodian is hereby authorized, upon written or
electronic receipt from the Servicer of a Request For Release Of Documents And
Receipt (a "Request for Release") in the form annexed hereto as Exhibit B, in
duplicate, to release to the Servicer within two (2) Business Days after such
receipt the related Custodial Asset File to the Servicer. All Custodial Asset
Files so released to the Servicer shall be held by the Servicer in trust for the
benefit of the Indenture Trustee, as secured party on behalf and for the benefit
of the Noteholders, in accordance with the Servicing Agreement. The Servicer
shall return to the Custodian the Custodial Asset File when the Servicer's need
therefor in connection with such foreclosure or servicing no longer exists,
together with endorsements in blank duly executed by the Trust, unless the
Contract shall have




                                      -5-
<PAGE>


been liquidated, in which case, upon receipt of an additional Request for
Release, in duplicate, certifying such liquidation from the Servicer to the
Custodian in the form annexed hereto as Exhibit B.

         Section 7. Reserved.


         Section 8. Release for Payment.

         Upon the repurchase of any Contract pursuant to the Sale and Servicing
Agreement, or upon the payment in full of any Contract, and upon written or
electronic receipt by the Custodian of the Servicer's Request for Release in the
form annexed hereto as Exhibit B, in duplicate (which certification shall
include a statement to the effect that all amounts received in connection with
such payment or repurchase have been credited to the Custodial Account as
provided in the Sale and Servicing Agreement), the Custodian shall release,
which release shall be within two (2) Business Days after each receipt if 500 or
fewer Custodial Asset Files are requested (with one additional Business Day for
each additional 500 Custodial Asset Files), the related Custodial Asset File to
the Servicer, and amend the related List of Contracts accordingly. The Custodian
shall provide a copy of such amended List of Contracts to the Servicer.

         Section 9. Fees of Custodian.

         The Custodian shall charge such fees for its services under this
Agreement as are set forth in a separate agreement between the Custodian and the
Servicer, the payment of which fees, together with the Custodian's expenses in
connection herewith (including any costs or expenses related to the transfer of
its responsibilities hereunder), shall be solely the obligation of the Servicer.

         Section 10. Removal of Custodian.

         Subject to Section 22 regarding appointment of a successor Custodian,
the Indenture Trustee, with or without cause, may remove and discharge the
Custodian from the performance of its duties under this Agreement by written
notice from the Indenture Trustee to the Custodian (with sixty days' prior
written notice, in the case of termination without cause), with a copy to the
Trust and to the Servicer. Two days prior to the effective date of such removal,
the Indenture Trustee shall notify the Servicer in writing of the successor
Custodian's name, address, contact information and telephone number.

         Section 11. Transfer of Custodial Asset Files Upon Termination.

         If the Custodian is furnished evidence satisfactory to it that the Lien
of the Indenture has been released as to any or all of the Contracts, upon
written request of the Indenture Trustee, the Custodian shall release the
Custodial Asset Files relating to such Contracts to such Persons as the Trust or
the Servicer shall designate. The expenses of the Custodian in so doing shall
constitute expenses it is entitled to be reimbursed in accordance with Section
9.

         Section 12. Examination of Custodial Asset Files.



                                      -6-
<PAGE>

         Upon reasonable prior notice to the Custodian of at least five (5)
Business Days, the Trust, Indenture Trustee or the Servicer, and their
respective designated agents, accountants, attorneys and auditors, will be
permitted during normal business hours to examine the Custodial Asset Files,
documents, records and other papers in the possession of or under the control of
the Custodian relating to any or all of the Contracts and this Custodial
Agreement, provided that the Custodian shall not be responsible for any expenses
incurred by the requesting party in conducting such examination. In addition,
the Custodian shall charge a release and reinstatement fee, according to the
governing fee schedule, for all files produced for examination, to the party
requesting such release.

         Section 13. Insurance of Custodian; Custodial Delivery Failure;
Indemnity by Custodian.

         (a) At its own expense, the Custodian shall maintain at all times
during the existence of this Agreement and keep in full force and effect
fidelity insurance, theft of documents insurance, and errors and omissions
insurance. All such insurance shall be in amounts, with standard coverage and
subject to deductibles, all as is customary for insurance typically maintained
by banks that act as Custodian and in amounts and with insurance companies
reasonably acceptable to the Trust and to the Indenture Trustee. The minimum
coverage under any such bond and insurance policies shall be at least equal to
the corresponding amounts required by Fannie Mae in its Selling and Servicing
Guides. A certificate of the respective insurer as to each such policy shall be
furnished to the Indenture Trustee and to the Trust and the Servicer, upon
request.

         (b) In the event that the Custodian fails to produce a Contract that
was in its possession pursuant to Section 2 within five (5) Business Days after
required or requested by the Loan Originator, the Servicer, the Trust or the
Indenture Trustee, and provided that (i) the Custodian's most recent Exceptions
Report did not list such Contract as an Exception thereon; (ii) such Contract is
not released pursuant to a Request for Release and Receipt in the form annexed
hereto as Annex 2-A, B or C and (iii) such Contract was held by the Custodian on
behalf of the Indenture Trustee (a "Custodial Delivery Failure"), then the
Custodian shall at its sole cost and expense, with respect to any such missing
Contract, promptly deliver to the Indenture Trustee with a copy to the Loan
Originator, the Servicer and the Trust, a Lost Note Affidavit and Indemnity in
the form of Exhibit L hereto.

         (c) The Custodian agrees to indemnify and hold the Indenture Trustee,
the Originator, the Servicer, the Trust and their respective Affiliates and
designees harmless against any and all liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses or disbursements
of any kind or nature whatsoever, including reasonable attorneys' fees, that may
be imposed on, incurred by, or asserted against it or them in any way relating
to or arising out of a Custodial Delivery Failure. In no event shall the
Custodian be responsible for consequential or punitive damages. The foregoing
indemnification shall survive any termination or assignment of this Custodial
Agreement. The Originator is an intended third party beneficiary of this
Agreement.


         Section 14. Counterparts.



                                      -7-
<PAGE>

         For the purpose of facilitating the execution of this Agreement as
herein provided and for other purposes, this Agreement may be executed
simultaneously in any number of counterparts, each of which counterparts shall
be deemed to be an original, and such counterparts shall constitute and be one
and the same instrument.

         Section 15. Periodic Statements.

         Upon the request of the Trust, the Indenture Trustee or the Servicer at
any other time, the Custodian shall provide to the requesting party a list of
all the Contracts for which the Custodian holds a Custodial Asset File pursuant
to this Agreement. Such list shall be provided to the requesting party
electronically in such format as the requesting party and the Custodian may
mutually agree upon (consent to such format not to be unreasonably withheld by
either the Custodian or the requesting party) and, if the requesting party so
specifies, in hard copy format as well. In the latter case, such list may be in
the form of a copy of the List of Contracts (as amended and revised from time to
time) with manual deletions to specifically denote any Contracts paid off or
repurchased since the date of this Agreement.

         Section 16. Governing Law.

         THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,
THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO THE CONFLICT OF LAW
PRINCIPLES THEREOF (OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL
OBLIGATIONS LAW), AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES
HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. WITH RESPECT TO ALL
LEGAL PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE
TRANSACTIONS CONTEMPLATED HEREBY, EACH PARTY IRREVOCABLY SUBMITS TO THE
NON-EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK AND THE UNITED
STATES DISTRICT COURT LOCATED IN THE BOROUGH OF MANHATTAN, CITY OF NEW YORK, AND
EACH PARTY IRREVOCABLY WAIVES ANY OBJECTION THAT IT MAY HAVE AT ANY TIME TO THE
LAYING OF VENUE OF ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING
HERETO BROUGHT IN ANY SUCH COURT, IRREVOCABLY WAIVES ANY CLAIM THAT ANY SUCH
SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN ANY
INCONVENIENT FORUM AND FURTHER IRREVOCABLY WAIVES THE RIGHT TO OBJECT, WITH
RESPECT TO SUCH CLAIM, SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT,
THAT SUCH COURT DOES NOT HAVE JURISDICTION OVER SUCH PARTY, PROVIDED THAT
SERVICE OF PROCESS IS MADE BY ANY LAWFUL MEANS.

         Section 17. Copies of Mortgage Documents.

         Upon the reasonable request of the Trust, the Indenture Trustee or the
Servicer and at the cost and expense of requesting party, the Custodian shall
provide the requesting party with copies of the Contracts and other documents
relating to one or more of the Contracts, which delivery shall be within two (2)
Business Days after receipt of such request if copies are requested with respect
to 50 or fewer Contracts (with one additional Business Day for each additional
50 Contracts).



                                      -8-
<PAGE>

         Section 18. No Adverse Interest of Custodian.

         By execution of this Agreement, the Custodian represents and warrants
that it currently holds, and during the existence of this Agreement shall hold,
no adverse interest, by way of security or otherwise, in any Contract subject to
the Indenture, and hereby waives and releases any such interest that it may have
in any such Contract as of the date such Contract becomes subject to the
Indenture.

         Section 19. Termination by Custodian.

         Subject to Section 22 regarding appointment of a successor Custodian,
the Custodian may terminate its obligations under this Agreement upon at least
60 days' notice to the Trust, the Servicer and the Indenture Trustee.

         Section 20. Term of Agreement.

         Unless terminated pursuant to Section 10, 11 or 19, this Agreement
shall terminate concurrently with the Indenture and pursuant to the terms
contained therein upon the final payment of all funds due the Indenture Trustee
or other liquidation (or Initial Note Balance with respect thereto) of the last
Contract and the disposition of all property acquired upon foreclosure or deed
in lieu of foreclosure of any Contract. Upon the termination of this Agreement,
all documents remaining in the Custodial Asset Files shall be released in
accordance with the written instructions of the Indenture Trustee. In
conjunction therewith, the Custodian shall return such canceled documents to the
Trust and the Custodian shall be released from any further liability hereunder.

         Any banking association or corporation into which the Custodian may be
merged, converted or with which the Custodian may be consolidated, or any
corporation resulting from any merger, conversion or consolidation to which the
Custodian shall be a party, or any banking association or corporation to which
all or substantially all of the corporate trust business of the Custodian shall
be transferred, shall succeed to all the Custodian's rights, obligations and
immunities hereunder without the execution or filing of any paper or any further
act on the part of any of the parties hereto, anything herein to the contrary
notwithstanding.

         The Custodian may consult with counsel selected by Custodian with
respect to legal questions arising out of or in connection with this Agreement,
and the advice or opinion of such counsel shall be full and complete
authorization and protection with respect to any action reasonably taken,
omitted or suffered by the Custodian in good faith in accordance therewith.

         Section 21. Notices.

         All demands, notices and communications to a party hereunder shall be
in writing and shall be deemed to have been duly given when delivered to such
party at the relevant address, facsimile number or electronic mail address set
forth below (or at such other address, facsimile number or electronic mail
address as such party may designate from time to time by written notice in
accordance with this Section 21:



                                      -9-
<PAGE>

If to the Trust:

         Origen Manufactured Housing Contract Trust 2004-A
         c/o Wilmington Trust Company
         Rodney Square North,
         1100 North Market Street,
         Wilmington, Delaware 19890,
         Attention: Corporate Trust Administration,
         Telecopier number: (302) 636-4140,
         Telephone number: (302) 636-6182


If to the Servicer:

         Origen Servicing, Inc.
         The American Center
         27777 Franklin Road, Suite 1700
         Southfield, Michigan 48034

         Attention: Ronald Klein
         Telecopy number:  (248) 746-7094
         Telephone number: (248)746-7001

with a copy to at the same address

         Attention: Mark Landschulz
         Telecopy number:  (248) 746-7094
         Telephone number: (248)746-7040

with a copy to at the same address

         Attention: W. Anderson Geater, Jr.
         Telecopy number:  (248) 746-7094
         Telephone number: (248)746-7010

If to the Custodian:

         J.P. Morgan Trust Company, National Association
         2220 Chemsearch Blvd.
         Suite 150
         Irving, Texas 75062
         Attention: Gloria Sadler
         Telecopier No.: (972)785-5342
         Telephone No.: (972) 785-5215

If to the Indenture Trustee:

         JPMorgan Chase Bank


                                      -10-
<PAGE>

         1 Bank One Plaza
         14th Floor
         Chicago, IL 60670-0129
         Attention: Global Corporate Trust Services
         Telecopier No.: (312) 407-2747
         Telephone No.: (312) 407-2199

         Section 22. Successor Custodian.

         (a) No resignation or removal of the Custodian shall be effective
unless and until a successor Custodian has accepted appointment as such pursuant
to this Agreement.

         If the Custodian resigns or is removed as Custodian, then the Indenture
Trustee shall, subject to the consent of the Trust and the Servicer (which
consent shall not be unreasonably withheld) promptly appoint a successor
Custodian to act on behalf of the Indenture Trustee by written instrument, an
original counterpart of which instrument shall be delivered to each of the
Custodian being removed and the successor Custodian and a copy of which
instrument shall be delivered to each of the Trust and the Servicer. Such
successor Custodian shall succeed to the rights, powers and duties of the
Custodian, and, effective upon such appointment and such successor Custodian's
acceptance as provided in Section 22(b), (i) the term "Custodian" shall mean
such successor, and (ii) the former Custodian's rights, powers and duties as
Custodian shall be terminated, in each case, without any other or further act or
deed on the part of such former Custodian. The retiring Custodian agrees to
reasonably cooperate with the Trust, the Servicer and the successor Custodian in
connection with the successor's adoption of its duties hereunder. After any
retiring Custodian's resignation or removal hereunder as Custodian, the
provisions of this Section 22 shall inure to its benefit as to any actions taken
or omitted to be taken by it while it was Custodian under this Agreement.
Notwithstanding the foregoing, if no successor Custodian shall be appointed as
aforesaid, or if appointed, such successor shall not have accepted its
appointment within thirty (30) days after resignation of the Custodian, the
Custodian (in the event of a resignation of the Custodian) or the Indenture
Trustee(in the event of a removal of the Custodian) may petition a court of
competent jurisdiction to make such appointment. The payment of such successor
Custodian's fees and expenses and such predecessor Custodian's Fees and expenses
(including any costs or expenses related to the transfer of its responsibilities
hereunder) shall be solely the responsibility of the Servicer. The Custodian
shall be reimbursed by the Trust for any expenses incurred in connection with
the transfer of its responsibilities.

         (b) Every successor Custodian appointed hereunder shall execute,
acknowledge and deliver to the Trust, the Servicer and the Indenture Trustee and
to its predecessor Custodian an instrument accepting such appointment hereunder
and stating its eligibility to serve as Custodian hereunder, and thereupon the
resignation or removal of the predecessor Custodian shall become effective and
such successor Custodian, without any further act, deed or conveyance, shall
become vested with all the rights, powers, trusts, duties and obligations of its
predecessor hereunder; but, on request of the Trust, the Indenture Trustee or
the successor Custodian, such predecessor Custodian shall, upon payment of its
charges then unpaid, execute and deliver an instrument transferring to such
successor Custodian all of the rights, powers and trusts of the Custodian so
ceasing to act, and shall duly assign, transfer and deliver to such successor
Custodian all property held by such Custodian so ceasing to act hereunder. Upon
request of any such successor Custodian, the Trust or the Servicer (as the case
may be) shall execute any and all




                                      -11-
<PAGE>

instruments for more fully and certainly vesting in and confirming to such
successor Custodian all such rights, powers and trusts.

         No successor Custodian shall accept its appointment unless at the time
of such acceptance such successor shall be qualified and eligible under this
Agreement.

         (c) In the event of any such removal, the Custodian shall promptly
transfer to the successor Custodian, as directed, all Custodial Asset Files
being administered under this Agreement and all records related to this
Agreement, including but not limited to the Custodial Register and the Lists of
Contracts as amended. If the assignments on the Contracts and the Assignments of
Mortgage have been completed in the name of the Custodian, the Custodian shall
assign the Mortgages and Contracts in blank or as otherwise directed by the
Indenture Trustee.

         Section 23. Representations and Warranties of the Custodian.

         The Custodian represents and warrants to, and covenants with, the
Trust, the Servicer and the Indenture Trustee that, on the date hereof

         (a) The Custodian is (i) a national banking association subject to the
laws of the United States of America and (ii) duly qualified and in good
standing and in possession of all requisite authority, power, licenses, permits
and franchises in order to execute, deliver and comply with its obligations
under the terms of this Agreement.

         (b) The Custodian has all requisite right, power and authority to
execute and deliver this Agreement and to perform all of its duties as the
Custodian hereunder.

         (c) The execution, delivery and performance of this Agreement have been
duly authorized by all necessary corporate action on the part of the Custodian,
and neither the execution and delivery of this Agreement by the Custodian in the
manner contemplated herein nor the Custodian's performance of and compliance
with the terms hereof will violate, contravene or create a default under any
charter document or bylaw of the Custodian or any material contract, agreement,
or instrument to which the Custodian or by which any of its property may be
bound or result in the creation of any lien, security interest or other charge
or encumbrance upon or with respect to any of its property.

         (d) Neither the execution and delivery of this Agreement by the
Custodian, not its performance of and compliance with its obligations and
covenants hereunder, require the consent or approval of any governmental
authority or, if such consent or approval is required, it has been obtained.

         (e) This Agreement, when executed and delivered by the Custodian, will
constitute valid, legal and binding obligations of the Custodian, enforceable
against the Custodian in accordance with their respective terms, except as the
enforcement thereof may be limited by applicable debtor relief laws and that
certain equitable remedies may not be available regardless of whether
enforcement is sought in equity or at law.



                                      -12-
<PAGE>

         (f) The Custodian does not believe, nor does it have any reason or
cause to believe, that it cannot perform each and every covenant contained in
this Agreement.

         (g) There is no litigation pending or, to the best of the Custodian's
knowledge, threatened which, if determined adversely to the Custodian, would
adversely affect the execution, delivery or enforceability of this Agreement or
any of the duties or obligations of the Custodian hereunder.

         (h) The Custodian is not an Affiliate of the Trust or the Originator.

         (i) At all times the Custodian shall be a corporation or association
organized and doing business under the laws of the United States of America or
of any State, shall be authorized under such laws to exercise corporate trust
powers, subject to supervision or examination by the United States of America or
any such State.

         (j) The Custodian shall at all times have a combined capital and
surplus of at least $50,000,000 as set forth in its then most recent published
annual report of condition. The Custodian shall provide copies of such reports
to the Trust and the Indenture Trustee upon request.

         Section 24. Transmission of Custodial Asset Files.

         Written instructions as to the method of shipment and shipper(s) the
Custodian is directed to use in connection with transmission of Custodial Asset
Files in the performance of the Custodian's duties hereunder shall be delivered
to the Custodian by the Person requesting shipment to the Custodian prior to any
shipment of any Custodial Asset Files hereunder. The Servicer shall arrange for
the provision of such services at its sole cost and expense, in the case of any
shipment to the Servicer or at the Servicer's direction, and shall maintain such
insurance against loss or damage to the Custodial Asset Files as the Servicer
deems appropriate. Any transmission of Custodial Asset Files by the Custodian
under this Agreement shall be by personal delivery, recognized overnight courier
delivery service, or registered or certified first class mail, postage prepaid,
return receipt requested, as designated by the Person requesting shipment.

         Section 25. Authorized Representatives.

         Each individual designated as an authorized representative of the
Trust, the Custodian, the Servicer or the Indenture Trustee, respectively, or
any of their designees (an "Authorized Representative"), is authorized to give
and receive notices, requests and instructions and to deliver certificates and
documents in connection with this Agreement on behalf of the Trust, the
Custodian, the Servicer or the Indenture Trustee, or any of their designees, as
the case may be, and the specimen signature for each such Authorized
Representative initially authorized hereunder, is set forth on Exhibits F, G, H,
I and J, respectively. From time to time, the Trust, the Custodian, the Servicer
or the Indenture Trustee may, by delivering to the others a revised Exhibit,
change the information previously given pursuant to this Section 26, but each of
the parties hereto shall be entitled to rely conclusively on the then-current
Exhibit until receipt of a superseding Exhibit.



                                      -13-
<PAGE>

         Section 26. Usage of Terms.

         For purposes of this Agreement: (i) the singular includes the plural
and the plural includes the singular; (ii) words importing any gender include
the other genders; (iii) the words "and" and "or" are used in the conjunctive or
disjunctive as the sense and circumstances may require, (iv) references to
"writing" include printing, typing, lithography and other means of reproducing
words in a visible form; (v) references to agreements and other contractual
instruments include all subsequent amendments thereto or changes therein entered
into in accordance with their respective terms; (vi) references to Persons
include their permitted successors and assigns; (vii) any form of the word
"include" shall be deemed to be followed by the words "without limitation";
(viii) the phrase "in and to" shall be deemed to include "under" and "with
respect to" whenever appropriate; (ix) unless the context clearly requires
otherwise, the word "finance" shall be deemed to include "refinance"; (x) the
words "herein", "hereof' and "hereunder" and other words of similar import refer
to this Agreement as a whole and not to any particular Article, Section or other
subdivision; and (xi) Article, Section, Schedule and Exhibit references, unless
otherwise specified, refer to Articles and Sections of and Schedules and
Exhibits to this Agreement. Unless otherwise stated in this Agreement, in the
computation of a period of time from a specified date to a later specified date,
the word "from" means "from and including" and the words "to" and "until" each
mean "to but excluding."

         Section 27. Limitation on Liability.

         It is expressly understood and agreed by the parties hereto that (a)
this Agreement is executed and delivered by Wilmington Trust Company, not
individually or personally, but solely as owner trustee of Origen Manufactured
Housing Contract Trust 2004-A, in the exercise of the powers and authority
conferred and vested in it, (b) each of the representations, undertakings and
agreements herein made on the part of the Trust is made and intended not as
personal representations, undertakings and agreements by Wilmington Trust
Company but is made and intended for the purpose for binding only the Trust, (c)
nothing herein contained shall be construed as creating any liability on
Wilmington Trust Company, individually or personally, to perform any covenant
either expressed or implied contained herein, all such liability, if any, being
expressly waived by the parties hereto and by any Person claiming by, through or
under the parties hereto and (d) under no circumstances shall Wilmington Trust
Company be personally liable for the payment of any indebtedness or expenses of
the Trust or be liable for the breach or failure of any obligation,
representation, warranty or covenant made or undertaken by the Trust under this
Agreement or any other related documents.

         Section 28. Indemnification by Servicer .

         The Servicer agrees to reimburse, indemnify and hold harmless the
Custodian and its directors, officers, employees, or agents (each, an
"INDEMNITEE") from and against any and all liability, loss, cost and expense,
including reasonable fees and expenses of counsel arising from or connected with
Custodian's execution and performance of this Agreement, including but not
limited to the claims of any third parties, except in the case of loss,
liability or expense resulting from the gross negligence, willful misconduct or
lack of good faith on the part of Custodian; provided, that Indemnitee shall
provide prompt written notice to Servicer upon such Indemnitee's receipt of any
claim which may give rise to any such liability, loss, cost or expense. Servicer
shall not be obligated to reimburse any Indemnitee in respect of legal or other
expenses




                                      -14-
<PAGE>

incurred by said Indemnitee prior to Servicer receipt from said Indemnitee of
such notice. After notice from the Servicer to such Indemnitee of its election
so to assume the defense of such claim and appointment by the Servicer of
counsel to defend such claim, Servicer will not be liable to such Indemnitee
under this Agreement for any legal or other expenses, other than reasonable
costs of investigation, subsequently incurred by such Indemnitee in connection
with the defense thereof. Such indemnification shall survive the termination of
this Agreement and the resignation or removal of the Custodian hereunder.


                            [SIGNATURE PAGE FOLLOWS]




                                      -15-
<PAGE>







         IN WITNESS WHEREOF, the Trust, the Servicer, the Custodian and the
Indenture Trustee have caused their names to be duly signed hereto by their
respective officers thereunto duly authorized, all as of the date first above
written.



                               ORIGEN MANUFACTURED HOUSING
                               CONTRACT TRUST 2004-A (Trust)
                               By: Wilmington Trust Company, not in its
                               individual capacity but
                               solely as owner trustee

                               By:
                                  -----------------------------------------
                               Name:
                               Title:


                               ORIGEN SERVICING, INC.
                               (Servicer)

                               By:
                                  -----------------------------------------
                               Name:
                               Title:


                               J.P. MORGAN TRUST COMPANY, NATIONAL
                               ASSOCIATION, in its capacity as Custodian
                               hereunder
                               (Custodian)

                               By:
                                  -----------------------------------------
                               Name:
                               Title:


                               JPMORGAN CHASE BANK, in its capacity as
                               Indenture Trustee hereunder (Indenture Trustee)


                               By:
                                  -----------------------------------------
                               Name:
                               Title:




                                      -16-
<PAGE>





                                   EXHIBIT A-1

                              INITIAL CERTIFICATION


                                                              February 11, 2004


Origen Manufactured Housing Contract Trust 2004-A
c/o Wilmington Trust Company
Rodney Square North
1100 North Market Street
Wilmington, Delaware 19890-0001
Attention: Corporate Trust Administration

Origen Financial L.L.C.
27777 South Franklin Road
Suite 1700
Southfield, Michigan 48034


                  Re:    Custodial Agreement, dated as of February 1, 2004,
                         between Origen Manufactured Housing Contract Trust
                         2004-A and JPmorgan Trust Company
                         ---------------------------------

Ladies and Gentlemen:

                  In accordance with Section 3(a) of the above-captioned
Custodial Agreement and Section 2.2 of the Manufactured Housing Contract Sale
Agreement, dated as of February 1, 2004 (the "MHCSA"; and together with the
Custodial Agreement, the "Agreements"), among Origen Securitization Company,
LLC, Origen Financial L.L.C. and Citigroup Mortgage Loan Trust Inc., the
undersigned, as Custodian, hereby certifies that as to each Contract listed in
the List of Contracts (other than any Contract paid in full or any Contract
specifically identified in the exception report annexed thereto as not being
covered by such certification) (i) all documents constituting part of the
related Custodial Asset File (other than such documents described in Section 2.2
(I)(c) and (II)(f) of the MHCSA) required to be delivered to it pursuant to the
Agreements are in its possession, (ii) such documents have been reviewed by it
and appear regular on their face and relate to such Contract and (iii) based on
its examination and only as to the foregoing, the information set forth in the
List of Contracts accurately reflects information set forth in the Custodial
Asst File. The Custodian has made no independent examination of any documents
contained in each Custodial Asset File beyond the review specifically required
in the Custodial Agreement.

                  The Custodian makes no representations as to: (i) the
validity, legality, sufficiency, enforceability or genuineness of any of the
documents contained in the Custodial



<PAGE>

Asset File of any of the Contracts identified on the List of Contracts, (ii) the
collectability, insurability, effectiveness or suitability of any such Contract,
or (iii) whether any Custodial Asset File included any of the documents
specified in clauses (I)(c) and (II)(f) of Section 2.2 of the MHCSA.

                  Capitalized words and phrases used herein shall have the
respective meanings assigned to them in the above-captioned Custodial Agreement.

                                            J.P. MORGAN TRUST COMPANY, NATIONAL
                                            ASSOCIATION, as Custodian


                                            By:_________________________________
                                            Name:
                                            Title:


<PAGE>


                                   EXHIBIT A-2

                               FINAL CERTIFICATION


                                            ___________________, 200__



Origen Manufactured Housing Contract Trust 2004-A
c/o Wilmington Trust Company
Rodney Square North
1100 North Market Street
Wilmington, Delaware 19890-0001
Attention: Corporate Trust Administration

Origen Financial L.L.C.
27777 South Franklin Road
Suite 1700
Southfield, Michigan 48034

                  Re:    Custodial Agreement, dated as of February 1, 2004,
                         between Origen Manufactured Housing
                         Contract Trust 2004-A and JPmorgan Trust Company
                         ------------------------------------------------

Ladies and Gentlemen:

                  In accordance with Section 3(b) of the above-captioned
Custodial Agreement, and Section 2.2 of the Manufactured Housing Contract Sale
Agreement, dated as of February 1, 2004, (the "MHCSA"; and together with the
Custodial Agreement, the "Agreements"), among Origen Securitization Company,
LLC, Origen Financial L.L.C. and Citigroup Mortgage Loan Trust Inc., the
undersigned, as Custodian, hereby certifies that as to each Contract listed in
the List of Contracts (other than any Contract paid in full or listed on the
exception report attached hereto) it has received the documents required to be
included in the related Custodial Asset File.

                  The Custodian has made no independent examination of any
documents contained in each File beyond the review specifically required in the
Agreements. The Custodian makes no representation that any documents specified
in clauses (I)(c) and (II)(f) of Section 2.2 of the MHCSA should be included in
any File.

                  The Custodian makes no representations as to and shall not be
responsible to verify: (i) the validity, legality, sufficiency, enforceability,
due authorization, recordability or genuineness of any of the documents
contained in each File of any of the Contracts identified on the List of
Contracts, (ii) the collectability, insurability, effectiveness or suitability
of any such Contract or (iii) the existence of any assumption, modification,
written assurance or substitution agreement with respect to any Custodial Asset
File if no such documents appear in the Custodial Asset File delivered to the
Custodian.

<PAGE>

                  Capitalized words and phrases used herein shall have the
respective meanings assigned to them in the above-captioned Custodial Agreement.

                                       J.P. MORGAN TRUST COMPANY, NATIONAL
                                       ASSOCIATION, as Custodian


                                       By:_________________________________
                                       Name:
                                       Title:





<PAGE>


                                    EXHIBIT B

                  REQUEST FOR RELEASE OF DOCUMENTS AND RECEIPT

To:      J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION
          2220 Chemsearch Blvd.
         Suite 150
         Irving, Texas 75062
         ATTENTION: CUSTODY ADMINISTRATION

                  Re:    Custodial Agreement dated as of February 1, 2004, by
                         and among Origen Manufactured Housing Contract Trust
                         2004-A ("Trust"), Origen Servicing, Inc. (the
                         "Servicer"), and J.P. Morgan Trust Company, National
                         Association, as custodian (the "Custodian") and as
                         Indenture Trustee

         In connection with the administration of the Contracts held by you as
Custodian for the Indenture Trustee pursuant to the above-captioned Custodial
Agreement and in accordance with Section 6 thereof, we request the release, and
hereby acknowledge receipt, of the Custodial Asset File for the Contract
described below, for the reason indicated.

Contract Number:

Obligor's Name, Address & Zip Code:

Reason for Requesting Documents (check one):

______ 1. Contract Paid in Full (The Servicer hereby certifies that all amounts
received in connection therewith have been credited to the Collection Account as
provided in the Sale and Servicing Agreement.)

______ 2. Foreclosure

______ 3. Substitution, modification or assumption

______ 4. Other Liquidation (Repurchases, etc.) [(The Servicer hereby certifies
that the repurchase price has been credited to the Collection Account as
provided in the Sale and Servicing Agreement.)] [(The Servicer hereby certifies
that all proceeds of foreclosure, insurance, condemnation, resale after
repossession or other liquidation have been finally received and credited to the
Collection Account pursuant to the Sale and Servicing Agreement.)]



<PAGE>


______ 5. Nonliquidation                     Reason: _______________________

Address to which Custodian should
Deliver the Custodial Asset File: ____________________________


                                          By:__________________________________
                                                      (authorized signer)
                                          Issuer:
                                          Address:


                                          Date:






<PAGE>




                                    EXHIBIT C

                          LIST OF CONTRACTS DATA FIELDS

Seller Loan ID #:
Obligor Name:
Obligor Address:
Obligor City:
Obligor State:
Obligor Zip Code:
Park land/owned land/relative land/leased land:
Park name:
Park rating:
Property Address:
Property City:
Property State:
Property Zip:
Cash Rebate to Purchaser:
Underwritten Point Total:
Original Principal Balance:
Note Date:
Loan Type (e.g. fixed/an-n/convertible arm):
Land-and-Home Loan (yes/no):
Current Principal Balance:
Original Interest Rate (per annum):
Paid to date:
Annual P&I Next Payment due date:
Index (complete whether fixed or arm):
Gross Spread/Margin (complete whether fixed or arm):
Life Cap:
Life Floor:
Periodic Cap:
Periodic Floor:
Rounding Factor:
Lookback (in days):
Interest Calculation Method (e.g., Actual/360):
Interest rate adjustment frequency:
P&I payment frequency:
First P&I payment due:
First interest rate adjustment date:
First payment adjustment date:
Next interest rate adjustment date:
Next payment adjustment date:
Conversion Date:
Converted Interest Rate Index:
Converted Interest Rate Spread:


<PAGE>

Maturity date:
Loan term:
Amortization term:
Prepayment Penalty Flag:
Prepayment Penalty Text:
Lockout Period:
Lien Position:
Ground Lease Expiration Date:
Fee/Leasehold:
Year built:
Serial number:
Width Length:
New or used:
Single, double or triple wide:
Cash sales price:
Down payment amount:
Manufacturer's invoice amount (new units only):
Appraisal value (Pre-owned/Used Manufactured Homes only):
NADA Retail Value Add-ons total amount:
Obligor's gross monthly income (at application):
Obligor calculated net income (at application):
Combined Monthly Disposable Income (at application):
Housing debt-to-income ratio (at application):
Total debt-to-income ratio (at application):
Lot rental amount:



<PAGE>


                                    EXHIBIT D

                                    RESERVED


<PAGE>


                                    EXHIBIT E

                                    RESERVED


<PAGE>


                                    EXHIBIT F

                       AUTHORIZED REPRESENTATIVES OF TRUST


         Pursuant to the Custodial Agreement dated as of February 1, 2004 (the
"Agreement") by and among Origen Manufactured Housing Contract Trust 2004-A
("Trust"), Origen Servicing, Inc. (the "Servicer"), and J.P. Morgan Trust
Company, National Association, as custodian (the "Custodian") and JPMorgan Chase
Bank, as Indenture Trustee, the Trust hereby designates the individuals set
forth on Schedule 1 hereto to act as its initial Authorized Representatives with
respect to matters arising under said Custodial Agreement.

         IN WITNESS WHEREOF, the undersigned has executed this designation, this
_______ day of ________, 200_.


                             ORIGEN MANUFACTURED HOUSING CONTRACT
                             TRUST 2004-A
                             By: Wilmington Trust Company, not in its individual
                             capacity but solely as owner trustee



                             By:
                                ------------------------------------------------
                             Name:
                                  ----------------------------------------------
                             Title:
                                   ---------------------------------------------




<PAGE>


                                    EXHIBIT G

                     AUTHORIZED REPRESENTATIVES OF CUSTODIAN

         Pursuant to the Custodial Agreement dated as of February 1, 2004 (the
"Agreement") by and among Origen Manufactured Housing Contract Trust 2004-A
("Trust"), Origen Servicing, Inc. (the "Servicer"), and J.P. Morgan Trust
Company, National Association, as custodian (the "Custodian") and JPMorgan Chase
Bank as Indenture Trustee, the Custodian hereby designates the individuals set
forth on Schedule 1 hereto to act as its initial Authorized Representatives with
respect to matters arising under said Custodial Agreement.



         IN WITNESS WHEREOF, the undersigned has executed this designation, this
____ day of ___________, 200_.



                               J.P. MORGAN TRUST COMPANY, NATIONAL
                               ASSOCIATION, as Custodian


                               By:
                                  ----------------------------------------------
                               Name:
                                    --------------------------------------------
                               Title:
                                     -------------------------------------------





<PAGE>


                                    EXHIBIT H

                                    RESERVED

<PAGE>


                                    EXHIBIT I

                     AUTHORIZED REPRESENTATIVES OF SERVICER


         Pursuant to the Custodial Agreement dated as of February 1, 2004 (the
"Agreement") by and among Origen Manufactured Housing Contract Trust 2004-A
("Trust"), Origen Servicing, Inc. (the "Servicer"), and J.P. Morgan Trust
Company, National Association, as custodian (the "Custodian") and as Indenture
Trustee, the Servicer hereby designates the individuals set forth on Schedule 1
hereto to act as its initial Authorized Representatives with respect to matters
arising under said Custodial Agreement.


         IN WITNESS WHEREOF, the undersigned has executed this designation, this
________ day of ___________, 200_.


                                       ORIGEN SERVICING, INC.


                                       By:
                                          --------------------------------------
                                       Name:
                                            ------------------------------------
                                       Title:
                                             -----------------------------------




<PAGE>


                                    EXHIBIT J

                 AUTHORIZED REPRESENTATIVES OF INDENTURE TRUSTEE


         Pursuant to the Custodial Agreement dated as. of February 1, 2004 (the
"Agreement") by and among Origen Manufactured Housing Contract Trust 2004-A
("Trust"), Origen Servicing, Inc. (the "Servicer"), and J.P. Morgan Trust
Company, National Association, as custodian (the "Custodian") and as Indenture
Trustee, the Indenture Trustee hereby designates the individuals set forth on
Schedule 1 hereto to act as its initial Authorized Representatives with respect
to matters arising under said Custodial Agreement.


         IN WITNESS WHEREOF, the undersigned has executed this designation, this
_________ day of ________, 200_.


                                     JPMORGAN CHASE BANK, as Indenture Trustee


                                     By:
                                        ----------------------------------------
                                     Name:
                                          --------------------------------------
                                     Title:
                                           -------------------------------------




<PAGE>


                                    EXHIBIT K

                                REVIEW PROCEDURES


         This Annex sets forth the Custodian's review procedures for each item
listed below delivered by the Seller pursuant to the Custodial Agreement (the
"Agreement") to which this Annex is attached. Capitalized terms used herein and
not defined herein shall have the meanings ascribed to them in the Agreement.

                  1. the Contract appears (and with respect to each
Land-and-Home Contract, the Note and the Mortgage each appears) to bear an
original signature or signatures purporting to be the signature or signatures of
the Person or Persons named as the maker and Obligor or grantor;

                  2. with respect to each Land-and-Home Contract, the principal
amount of the Note is the same as the amount specified on the related Mortgage;

                  3. with respect to each Land-and-Home Contract, the mortgagee
is the same as the payee on the Note;

                  4. with respect to each Land-and-Home Contract, the Mortgage
contains a legal description other than address, city and state on the first
page or in a schedule which is incorporated by reference on the first page;
provided that the Custodian shall have no responsibility for the accuracy or
completeness of such legal description;

                  5. with respect to each Land-and-Home Contract, the notary
section (acknowledgment) is present and attached to the related mortgage and is
signed;

                  6. neither the Contract, any original note, nor the copy of
any Mortgage delivered pursuant to the Agreement, nor any original Assignment
contain any notations on their face which appear in the good faith judgment of
the Custodian to evidence any claims, liens, security interests, encumbrances or
restrictions on transfer;

                  7. with respect to each Land-and-Home Contract, the Contract
is endorsed to "Pay to the order of __________________, without recourse" by the
named payee or Last Endorsee thereof;

                  8. each assignment of Contract or endorsement of Contract (and
with respect to each Land-and-Home Contract, each original Assignment and any
intervening assignment of mortgage, if applicable) appears to bear the original
signature purporting to be the signature of a representative of the named
mortgagee or beneficiary including any subsequent assignors (and any other
necessary party), as applicable, or in the case of copies permitted under
Section 2 of the Agreement, that such copies appear to bear a reproduction of
such signature or signatures and the officer's certification of the Originator,
escrow agent, title company, closing attorney, or the Last Endorsee accompanying
such copies appears to bear an original signature or a reproduction of such
signature, and the intervening assignments of mortgage evidence on their face a
complete


<PAGE>

chain of assignment and transfer of the related Contract (including any
applicable Mortgage) from the originating Person or the Obligor (which chain may
include, but which shall not be required to include, the Originator or the
Seller);

                  9. with respect to each Land-and-Home Contract, the date of
each intervening assignment is on or after the date of the related Mortgage
and/or the immediately preceding assignment, as the case may be;

                  10. with respect to each Land-and-Home Contract, the notary
section (acknowledgment) is present and attached to each intervening assignment
and is signed;

                  11. based upon a review of the Contract, the information set
forth in the List of Contracts respecting such Contract accurately reflects the
information contained in the documents in the Custodial Asset File as to (a) the
name of the Obligor, (b) the address of the Manufactured Home, (c) the original
interest rate on the Contract, (d) the original principal amount of the
Contract, if any, (e) the date of the Contract, (f) the maturity date of the
Contract, and (g) the Contract identification number.

         With respect to Contracts for which the Required Documents have not
been delivered, the Custodian shall perform such Review Procedures upon receipt
thereof.



<PAGE>


                                    EXHIBIT L

Asset Number:
Obligor:


                        LOST NOTE AFFIDAVIT AND INDEMNITY


Before me, the undersigned authority, personally appeared _____________________

Who upon being duly cautioned and sworn deposes and sayeth as follows:

1. That he/she is a ___________________ of [AFFIANT].

2. As of the time of transfer to _________________ was the Custodian of that
certain asset or obligation evidenced by a certain [Contract] [Promissory Note
and Deed of Trust/Mortgage] (such document, the "Original") identified as
follows:


         Original principal amount: $_______________
         Date of [Deed of Trust/Mortgage] [Contract]: _____________
         [Instrument No.: n/a
         Book: n/a
         Page: n/a
         Official records of County]

         That the Original evidencing the loan has been lost or misplaced. To
the best of the Custodian's knowledge, the obligation it represents has not been
paid, transferred, pledged, or hypothecated. Deponent hereby agrees that
_____________ shall indemnify and hold harmless _______________, its successors
and assigns, against any loss, liability or damage, including reasonable
attorney's fees, resulting solely from the unavailability of the Original,
including, but not limited to, any loss, liability or damage arising from (i)
any false statement contained in this affidavit, (ii) any claim of any party
that it has already purchased an asset evidenced by the Original or any interest
in such asset, (iii) any claim of any borrower with respect to the existence of
the terms of an asset evidenced by the Original, and (iv) any claim with respect
to the Original, whether or not based upon or arising from honoring or refusing
to honor the Original, when presented by anyone. In no event shall ____________
be responsible for consequential or punitive damages. The purposes of this
affidavit is to establish such facts and as inducement for ______________ to
purchase said Note.

FURTHER AFFIANT SAYETH NOT

                                                     _________________________,
                                                     By:
                                                     Name:
                                                     Title:

<PAGE>

Sworn and subscribed before me this _________ day of _______________,
____________ by _______________ an __________________, of _______________.
He/She is personally known to me.


                                                              { Seal }

Signature:
Notary Public:

State of:
County of:
My commission expires:


<PAGE>


                                    EXHIBIT M

                                    RESERVED


<PAGE>


                                    EXHIBIT N

                                    RESERVED


<PAGE>


                                    EXHIBIT O

                                    RESERVED


<PAGE>





                                    EXHIBIT P

                                   [Reserved]







<PAGE>


                                    EXHIBIT Q

                  DOCUMENTS CONSTITUTING A CUSTODIAL ASSET FILE

<TABLE>
<CAPTION>

---------------------------------------------------------------------------------------------------------------------
                                                                                   Manufactured
                      LOAN FILE DOCUMENTS TO BE PROVIDED                           Housing LOAN     LAND & HOME LOAN
---------------------------------------------------------------------------------------------------------------------
<S>                                                                                <C>                     <C>
The NOTE of the Obligor(s) bearing all intervening endorsements,  endorsed "Pay                            X
to the order of  __________  without  recourse"  and  signed in the name of the
last endorsee (the "Last Endorsee") by an authorized  Person (in the event that
the Contract was acquired by the Last Endorsee in a merger,  the signature must
be in the following  form:  "[Last  Endorsee],  successor by merger to [name of
predecessor]";  in the event that the Contract was  acquired or  originated  by
the Last Endorsee  while doing  business under another name, the signature must
be in the  following  form:  "[Last  Endorsee],  formerly  known  as  [previous
name]").
---------------------------------------------------------------------------------------------------------------------
Any GUARANTEE executed in connection with the Contract (if any).                         X                 X
                                                                                      if any             if any
---------------------------------------------------------------------------------------------------------------------
CONTRACT AGREEMENT (if applicable), and all modifications thereto X X
(Manufactured Housing Contract for Manufactured Housing Contracts). All if any
Manufactured Housing Contracts must include ASSIGNMENT if signed by Obligor.
---------------------------------------------------------------------------------------------------------------------
Any SECURITY  AGREEMENT,  CHATTEL MORTGAGE OR EQUIVALENT  DOCUMENT  executed in          X                 X
connection with the Manufactured Housing Contract (if applicable).                    if any             if any
---------------------------------------------------------------------------------------------------------------------
MORTGAGE with evidence of recording thereon, or a copy thereof together with X
an officer's certificate of the Seller or Company certifying that such
represents a true and correct copy of the original and that such original has
been submitted for recordation in the appropriate governmental recording office
of the jurisdiction where the Mortgaged Property is located.
---------------------------------------------------------------------------------------------------------------------
All  ASSUMPTION,  MODIFICATION,  CONSOLIDATION  OR  EXTENSION  AGREEMENTS  with          X                 X
evidence  of  recording  thereon (in the case of Land and Home  Contracts),  or       if any             if any
copies thereof together with an officer's  certificate of the Seller or Company
certifying  that such  represent  true and correct  copies of the originals and
that  such  originals   have  each  been  submitted  for   recordation  in  the
appropriate  governmental  recording  office  of  the  jurisdiction  where  the
Mortgaged Property is located,  if any, lack of this item is not to be shown as
an Exception.
---------------------------------------------------------------------------------------------------------------------
</TABLE>


<PAGE>

<TABLE>
<CAPTION>

---------------------------------------------------------------------------------------------------------------------
                                                                                   Manufactured
                      LOAN FILE DOCUMENTS TO BE PROVIDED                           Housing LOAN     LAND & HOME LOAN
---------------------------------------------------------------------------------------------------------------------
<S>                                                                                <C>                     <C>
ASSIGNMENT,  in blank, for each applicable  Manufactured  Housing Contract,  in                            X
form and substance  acceptable for recording and signed in the name of the Last
Endorsee (in the event that the  Contract was acquired by the Last  Endorsee in
a merger,  the  signature  must be in the  following  form:  "[Last  Endorsee],
successor by merger to [name of  predecessor]";  in the event that the Contract
was  acquired or  originated  while doing  business  under  another  name,  the
signature must be in the following form:  "[Last  Endorsee],  formerly known as
[previous name]").
---------------------------------------------------------------------------------------------------------------------
All INTERVENING ASSIGNMENTS OF MORTGAGE with evidence of recording thereon, or X
copies thereof together with an officer's certificate of the Company or Seller
certifying that such represent true and correct copies of the originals and that
such originals have each been submitted for recordation in the appropriate
governmental recording office of the jurisdiction where the Mortgaged Property
is located.
---------------------------------------------------------------------------------------------------------------------
All INTERVENING ASSIGNMENTS OF MANUFACTURED HOUSING CONTRACTS,  endorsed by the          X
Last Endorsee,  and, for Manufactured  Housing Contracts,  recorded as provided
in  "All  intervening   assignments  of  mortgage."  [May  be  a  part  of  the
Manufactured Housing Contract]
---------------------------------------------------------------------------------------------------------------------
MORTGAGEE TITLE INSURANCE POLICY or if the original mortgagee title insurance X
policy has not been issued, the irrevocable marked commitment to issue the same
(or the attorney's opinion of title and abstract of title taken in lieu
thereof).
---------------------------------------------------------------------------------------------------------------------
DISBURSEMENT LETTER from the Mortgagor to the original mortgagee (if any).                                 X
                                                                                                         if any
---------------------------------------------------------------------------------------------------------------------
SURVEY of the Mortgaged  Property (if any) as accepted by the title company for                            X
issuance of the title policy.                                                                            if any
---------------------------------------------------------------------------------------------------------------------
</TABLE>



<PAGE>


<TABLE>
<CAPTION>

---------------------------------------------------------------------------------------------------------------------
                                                                                   Manufactured
                      LOAN FILE DOCUMENTS TO BE PROVIDED                           Housing LOAN     LAND & HOME LOAN
---------------------------------------------------------------------------------------------------------------------
<S>                                                                                <C>                     <C>
The  LIEN  CERTIFICATE,  (an  original  certificate  of  title,  or if a new or          X
replacement  title  document  is being  sought,  evidence  of the filing of the
application  therefor;  certificate of lien or other notification issued by the
Registrar of Titles of the applicable  state to a secured party which indicates
that the Lien of the secured party is recorded on the original  certificate  of
title),  which  shows  Seller or  Company  as the  holder  of a first  priority
security interest in such  Manufactured Home (if the related  Manufactured Home
is located in a state in which  notation  of a security  interest  on the title
document  is  required or  permitted  to perfect  such  security  interest,  or
evidence  that proper  application  for that  notation  has been filed) and the
Obligor as the title  owner.  It is  understood  that some  states do not title
Land and Home Loans or title is  surrendered;  consequently  Lien  Certificates
are not  required  for Land and Home  Loans.  For  Arizona,  Kansas,  Kentucky,
Maine, Maryland,  Michigan,  Minnesota,  Missouri, Montana, New York, Oklahoma,
South Dakota and Wisconsin,  the Lien Certificate  shall be deemed delivered if
the  applicable  item  identified  on Exhibit Q-1 is  delivered  for a Contract
secured by a home located in the indicated state.
---------------------------------------------------------------------------------------------------------------------
UCC FILINGS, for Kentucky, Mississippi and any other states that require UCC             X                 X
filings to perfect security interests in Manufactured Homes, an original or
copy of the UCC-1 financing statements, certified as true and correct by
Seller or Company, and all necessary UCC-3 continuation statements with
evidence of filing thereon or copies thereof certified by Seller to have been
sent for filing, and UCC-3 assignments executed by Seller or Company in blank,
which UCC-3 assignments shall be in form and substance acceptable for filing
or such other evidence of perfection of a security interest in a manufactured
housing unit as is customarily relied upon in the jurisdiction in which the
related Manufactured Home is located.
---------------------------------------------------------------------------------------------------------------------
OBLIGOR'S POWER OF ATTORNEY, signed by Obligor (not required if requirement X X
under Lien Certificate or UCC Filings above are satisfied).
---------------------------------------------------------------------------------------------------------------------
CONTRACT TRANSFER AGREEMENT, if any.                                                     X                 X
                                                                                      if any             if any
---------------------------------------------------------------------------------------------------------------------
</TABLE>


<PAGE>

<TABLE>
<CAPTION>

---------------------------------------------------------------------------------------------------------------------
                                                                                   Manufactured
                      LOAN FILE DOCUMENTS TO BE PROVIDED                           Housing LOAN     LAND & HOME LOAN
---------------------------------------------------------------------------------------------------------------------
<S>                                                                                <C>                     <C>
INSURANCE CERTIFICATES or other evidence of insurance, if any. Lack of this X X
item not to be reported as an Exception. No notary seal required for homes in if
any if any Arkansas, California, Idaho, Illinois, Maryland, Michigan, Minnesota,
New Hampshire, Oregon, Texas, Utah, Vermont, Virginia and West Virginia.
---------------------------------------------------------------------------------------------------------------------
</TABLE>






<PAGE>


                                   EXHIBIT Q-1

                                LIEN CERTIFICATES
                            EXCEPTIONS JURISDICTIONS
                              AS OF MARCH __, 2003

Arizona           Lien Holder Record-Form 48-0103 RD800
                  Duplicate-CVR DMV (print out)

Kansas            Letter from state or Notice of Security Interest (TR-730) &
                  Lien Verification; TR-200

Kentucky          Title Lien Statement TC96-187; TITLE LIEN STATEMENT-FORM 159

Maine             Certificate of Lien (MVT-17)

Maryland          Notice of Security Interest Filing-Form VR-2

Michigan          Receipt for RD-108 DLR Transaction Form RD-108; TR-11L; BUREAU
                  OF DRIVER AND VEHICLE RECORDS LOOKUP-REQUEST REPORT

Minnesota         Certificate Of Lien Release (Lien Card)-Form #PS 2701-02

Missouri          Valid Notice of Lien-Form (M4809)

Montana           Notice of Lien (MV81)

New York          Notice of Recorded Lien (MV901)

Oklahoma          Lien Entry Form

South Dakota      Lienholder's Notice of Filing

Wisconsin         Confirmation of Security Interest (Lien Perfection) #MV2076