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                                                                    Exhibit 10.2


                                     ANNEX I

          ADDITIONAL SUPPLEMENTAL TERMS TO MASTER REPURCHASE AGREEMENT,
                        DATED AS OF MAY 29, 2001, BETWEEN
            CREDIT SUISSE FIRST BOSTON MORTGAGE CAPITAL LLC ("Buyer")
                                       AND
                 ORIGEN SPECIAL HOLDINGS CORPORATION ("Seller")


1.       APPLICABILITY. These are Additional Supplemental Terms (the "Additional
         Supplemental Terms") to the Master Repurchase Agreement dated as of May
         29, 2001 between Seller and Buyer (the "Repurchase Agreement"). The
         provisions of these Additional Supplemental Terms shall supersede the
         terms in the Repurchase Agreement to the extent they are in conflict.
         This Agreement shall be read, taken, and construed as one and the same
         instrument. Capitalized terms used in these Additional Supplemental
         Terms and not otherwise defined herein shall have the meanings set
         forth in the Repurchase Agreement.

2.       Paragraph 1 of the Repurchase Agreement is amended by adding the
         following after the word "assets" and before the parenthetical
         "("Securities")" in the second line thereof:

                  "including, without limitation, whole loans secured by
                  manufactured housing or any interests in any such whole
                  loans".

3.       Paragraph 1 of the Repurchase Agreement is amended by adding the
         following sentence after the first sentence thereof:

                  "In no event shall Seller or Buyer be required to enter into
                  more than two (2) Transactions in any given calendar week."

4.       ADDITIONAL DEFINITIONS.

         (a)      Paragraph 2(a) of the Repurchase Agreement is hereby amended
                  by adding the following after the word "any" and before the
                  word "bankruptcy" in the second line of the definition of "Act
                  of Insolvency":

                           "conservatorship or receivership (within the meaning
                           of the Financial Institutions Reform, Recovery, and
                           Enforcement Act of 1989),".

         (b)      Notwithstanding the definition set forth in Paragraph 2(d) of
                  the Repurchase Agreement, "Buyer's Margin Percentage" shall
                  mean with respect to any Transaction as of any date, the
                  percentage set forth in Paragraph 4(g) or, in the absence of
                  any such percentage, the percentage as determined by Buyer in
                  its sole discretion.


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         (c)      Notwithstanding the definition set forth in Paragraph 2(j) of
                  the Repurchase Agreement, "Market Value" shall mean (i) with
                  respect to Purchased Securities that are Eligible Securities,
                  the market price, as of any date of determination, as
                  determined by Buyer in its sole discretion without credit for
                  any interest accrued and unpaid thereon but taking into
                  account the coupon rate thereon, and (ii) with respect to
                  Purchased Securities that are not Eligible Securities, zero
                  dollars ($0). Buyer shall mark the Purchased Securities to
                  market on a daily basis, in its sole discretion.

         (d)      Notwithstanding the definition set forth in Paragraph 2(l) of
                  the Repurchase Agreement, "Pricing Rate" shall mean the per
                  annum percentage rate for determination of the Price
                  Differential as set forth in Section 21 hereof.

         (e)      Notwithstanding the definition set forth in Paragraph 2(g) of
                  the Repurchase Agreement, the "Repurchase Date" with respect
                  to each Transaction shall be the earliest of (i) the 10th day
                  of each calendar month or, if such day is not a Business Day,
                  the immediately following Business Day, (ii) the Termination
                  Date, and (iii) the date determined by application of
                  Paragraph 11 of the Repurchase Agreement or Section 17 hereof.

         (f)      "Affiliate" shall mean, with respect to any specified Person,
                  any other Person controlling or controlled by or under common
                  control with such specified Person. For the purposes of this
                  definition, "control" when used with respect to any specified
                  Person means the power to direct the management and policies
                  of such Person, directly or indirectly, whether through the
                  ownership of voting securities, by contract or otherwise and
                  the terms "controlling" and "controlled" have meanings
                  correlative to the foregoing.

         (g)      "Business Day" shall mean any day other than (i) a Saturday or
                  a Sunday or (ii) another day on which banking institutions in
                  the State of New York are authorized or obligated by law,
                  executive order, or governmental decree to be closed.

         (h)      "Code" means the Internal Revenue Code of 1986, as amended.

         (i)      "Collateral" shall mean the Purchased Securities and any
                  proceeds of the sale or securitization of the Purchased
                  Securities.

         (j)      "Collection Account" shall have the meaning assigned under
                  Section 37 herein.

         (k)      " Commitment Facility Fee" shall have the meaning set forth in
                  the Side Letter.

         (l)      "Computer Tape" shall mean a computer tape generated by the
                  Seller and delivered to Buyer that provides the information
                  relating to the MH Loans set forth in Section 5(b) hereto.


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         (m)      "Contracts" means the manufactured housing installment sales
                  contracts and installment loan agreements, including any
                  Land-and-Home Contracts and includes, without limitation, all
                  related security interests and any and all rights to receive
                  payments thereunder.

         (n)      "Contract Rate" means, with respect to any particular
                  Contract, the rate of interest specified in that Contract.

         (o)      "Custodian" shall refer to LaSalle Bank National Association,
                  in its capacity as custodian under the Custodial Agreement or
                  any successor thereto, or any other mutually acceptable
                  custodian.

         (p)      "Custody Agreement" shall refer to one or more Custody
                  Agreements, by and among Seller, Buyer, Servicer and Custodian
                  providing for the custody of ownership records relating to MH
                  Loans.

         (q)      "Eligible MH Loan" shall have the meaning set forth in the
                  Side Letter.

         (r)      "Eligible Security" shall have the meaning set forth in the
                  Side Letter.

         (s)      "ERISA" shall mean the Employee Retirement Income Security Act
                  of 1974, as amended.

         (t)      "Financed Prepaid Finance Charges" means those finance charges
                  at origination of a MH Loan which were paid by the Obligor
                  with the proceeds of the MH Loans, which term includes all
                  financed points and fees including buydown points, origination
                  points, review fees, and any other form of a fee that is
                  included in the amount financed.

         (u)      "GAAP" shall mean generally accepted accounting principles in
                  the United States of America in effect from time to time.

         (v)      "Guaranty" shall mean the Guaranty of the Guarantor in favor
                  of the Buyer, dated as of May 29, 2001.

         (w)      "Guarantor" shall mean Bingham Financial Services Corporation,
                  or any successor thereto.

         (x)      "Land-and-Home Contract" means a Contract that is secured by a
                  Mortgage on (i) real estate on which the related Manufactured
                  Home is situated, and which Manufactured Home is considered or
                  classified as part of the real estate under the laws of the
                  jurisdiction in which it is located, or (ii) real estate other
                  than real estate on which the related Manufactured Home is
                  situated pursuant to a land-in-lieu contract.

         (y)      "LIBOR" shall have the meaning assigned thereto in Section
                  21(a) hereof.


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         (z)      "Loan Documents" shall mean the Note, Mortgage, manufactured
                  housing installment sales contracts, installment loan
                  agreements and any other documents and agreements made for the
                  benefit of the related originator and executed in connection
                  with an MH Loan.

         (aa)     "Loan File" shall have the meaning assigned thereto in the
                  Custody Agreement.

         (bb)     "Loan Schedule" shall mean the schedule of MH Loans delivered
                  by Seller to the Buyer and the Custodian pursuant to Section
                  5(b) hereto.

         (cc)     "Manufactured Home" means a unit of manufactured housing,
                  including all accessions thereto, securing the indebtedness of
                  the Obligor under the related Contract.

         (dd)     "Maximum Aggregate Purchase Price" shall equal ONE HUNDRED
                  FIFTY MILLION DOLLARS ($150,000,000).

         (ee)     "MH Loan" shall mean fixed-rate Contracts originated or
                  purchased by Origen. Each MH Loan includes, without
                  limitation, all Servicing Rights and Records relating to such
                  MH Loan and all related security interests, the Related
                  Assets, and any and all rights to receive payments thereunder
                  and all other proceeds thereof (including, without limitation,
                  any recourse rights against third persons) from and after the
                  related Purchase Date.

         (ff)     "Mortgage" shall mean the mortgage or deed of trust that
                  secures the Note and creates a lien on the fee simple or
                  leasehold interest of the related Obligor in the related
                  Mortgaged Property or Mortgaged Properties and on the related
                  Personalty or Personalties.

         (gg)     "Mortgaged Property" shall mean the real property or
                  properties, including any and all buildings, improvements and
                  leasehold improvements thereon, all rents, issues, profits and
                  income derived from the operation of the real property or
                  properties and any other Collateral subject to the lien of the
                  related Mortgage.

         (hh)     "Multiemployer Plan" shall mean a multiemployer plan (within
                  the meaning of Section 4001(a)(3) of ERISA) in respect of
                  which Seller makes contributions or has liability.

         (ii)     "Net Worth" means as of any date of determination thereof, the
                  net worth of the Guarantor and their subsidiaries on a
                  consolidated basis as determined in accordance with GAAP.

         (jj)     "Note" shall mean the original executed promissory note
                  evidencing the indebtedness of an Obligor under an MH Loan,
                  together with any rider, addendum or amendment thereto, or any
                  renewal, substitution or replacement of such note.

         (kk)     "Obligation" shall mean (a) all of Seller's and Guarantor's
                  indebtedness, obligation to pay the Repurchase Price on the
                  Repurchase Date, and other obligations and liabilities, to
                  Buyer, its Affiliates or Custodian arising under, or in
                  connection with, the Transaction Documents, whether now
                  existing or hereafter arising; (b) any and all sums paid by
                  Buyer


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                  or on behalf of Buyer in order to preserve or protect any
                  Purchased Security or its interest therein; (c) in the event
                  of any proceeding for the collection or enforcement of any of
                  Seller's and Guarantor's indebtedness, obligations or
                  liabilities referred to in clause (a), the reasonable expenses
                  of retaking, holding, collecting, preparing for sale, selling
                  or otherwise disposing of or realizing on any Purchased
                  Security, or of any exercise by Buyer of its rights under the
                  related agreements, including without limitation, attorneys"
                  fees and disbursements and court costs; and (d) all of
                  Seller's and Guarantor's indemnity obligations to Buyer or
                  Custodian or both pursuant to the Transaction Documents.

         (ll)     "Obligor" shall mean the Obligor or Obligors on a Note or
                  Contract, including, without limitation, any Person that has
                  acquired the related Collateral and assumed the obligations of
                  the original obligor under the Note or Contract.

         (mm)     "Origen" shall mean Origen Financial, Inc., or any successor
                  thereto.

         (nn)     "Originator" shall mean the initial payee on a Note.

         (oo)     "PBGC" shall mean the Pension Benefit Guaranty Corporation
                  established pursuant to Section 4002 of ERISA, or any
                  successor thereto.

         (pp)     "Person" shall mean any individual, corporation, partnership,
                  joint venture, association, joint-stock company, trust,
                  limited liability company, unincorporated organization or
                  government or any agency or political subdivision thereof.

         (qq)     "Personalty" shall mean the personal property or properties
                  and profits, rents, issues and income derived from the
                  operation of the personal property or properties subject to
                  the lien of the related Mortgage.

         (rr)     "Plan" shall mean any pension plan (other than a Multiemployer
                  Plan) covered by Title IV of ERISA, which is maintained by
                  Seller or in respect of which Seller has liability.

         (ss)     "Predatory Lending Practices" shall mean any and all
                  underwriting and lending policies, procedures and practices
                  defined or enumerated in any local or municipal ordinance or
                  regulation or any state or federal regulation or statute
                  prohibiting, limiting or otherwise relating to the protection
                  of consumers from such policies, procedures and practices.
                  Such policies, practices and procedures may include, without
                  limitation, charging excessive loan, broker, and closing fees,
                  charging excessive rates of loan interest, making loans
                  without regard to a consumer's ability to re-pay the loan,
                  refinancing loans with no material benefit to the consumer,
                  charging fees for services not actually performed,
                  discriminating against consumers on the basis of race, gender,
                  or age, failing to make proper disclosures to the consumer of
                  the consumer's rights under federal and state law, and any
                  other predatory lending policy, practice or procedure as
                  defined by ordinance, regulation or statute.


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         (tt)     "Prepayment Charge" shall mean a payment required to be made
                  by an Obligor under any MH Loan in connection with a payment
                  of principal paid prior to the scheduled payment date of such
                  principal.

         (uu)     "Pricing Margin" shall have the meaning set forth in the Side
                  Letter.

         (vv)     "Prime Rate" shall mean, with respect to any date of
                  determination, the daily prime loan rate as reported in The
                  Wall Street Journal as most recently available as of the date
                  of determination or, if more than one rate is published, the
                  highest of such rates, or if such rate is not published for
                  any reason, a daily prime loan rate from a comparable
                  financial publication.

         (ww)     "Purchase Price Percentage" shall have the meaning set forth
                  in the Side Letter.

         (xx)     "Records" shall mean, with respect to any MH Loan, all
                  documents, books, records and other information (including,
                  without limitation, computer programs, tapes, discs, punch
                  cards and related property and rights) relating to such MH
                  Loan. Records shall include the Notes, any Mortgages, any
                  instruments necessary to document or service a MH Loan, and
                  those documents normally delivered in conjunction with a
                  securitization and necessary for Buyer to perfect its security
                  interest in the Purchased Securities and Additional Purchased
                  Securities.

         (yy)     "Related Assets" shall mean, in respect of a MH Loan, (i)
                  Seller's security interest in the Collateral, (ii) Seller's
                  rights, remedies, powers and privileges under the MH Loans,
                  including any personal guaranty thereof, (iii) Seller's
                  rights, remedies, powers and privileges under the Transaction
                  Documents, (iv) Seller's rights, remedies, powers and
                  privileges under any insurance policies, and (v) all proceeds
                  of the foregoing.

         (zz)     "REMIC Provisions" means the provisions of the federal income
                  tax law relating to real estate mortgage investment conduits,
                  which appear at sections 860A through 860G of Subchapter M of
                  Chapter 1 of the Code, and related provisions, and regulations
                  promulgated thereunder, as the foregoing may be in effect from
                  time to time, as well as provisions of applicable state laws.

         (aaa)    "Reportable Event" shall mean any of the events set forth in
                  Section 4043(c) of ERISA or the regulations thereunder.

         (bbb)    "Servicer" shall mean Origen, or such other servicer agreeable
                  to Buyer.

         (ccc)    "Servicing Rights" shall mean the contractual, possessory or
                  other rights of Seller or any other Person arising under a
                  servicing agreement, Custody Agreement, or otherwise, to
                  administer or service an MH Loan or to possess related
                  Records.


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         (ddd)    "Side Letter" shall mean the pricing side letter, dated as of
                  May 29, 2001, among Seller, Guarantor and Buyer.

         (eee)    "Subordinated Debt" shall mean debt incurred by the Guarantor
                  pursuant to that certain Subordinate Loan Agreement, dated
                  September 30, 1997, between Guarantor and Sun Communities,
                  Inc.

         (fff)    "Take-out Agreement" shall mean that certain agreement between
                  Buyer and the Take-out Purchaser whereby the Take-out
                  Purchaser agrees to purchase the Purchased Securities from
                  Buyer, pursuant to the terms set forth therein, upon the
                  occurrence of an Event of Default.

         (ggg)    "Take-out Purchaser" shall have the meaning set forth in the
                  Side Letter.

         (hhh)    "Take-out Purchaser Parent" shall have the meaning set forth
                  in the Side Letter.

         (iii)    "Tangible Net Worth" means Net Worth plus Subordinated Debt,
                  less the sum of the following (without duplication): (a) any
                  other assets of the Seller, the Guarantor and their
                  consolidated subsidiaries which would be treated as
                  intangibles under GAAP including, without limitation, any
                  write-up of assets, goodwill, research and development costs,
                  trade-marks, trade names, copyrights, patents and unamortized
                  debt discount and expenses and (b) loans or other extensions
                  of credit to officers of the Guarantor or of any of their
                  consolidated subsidiaries other than mortgage loans made to
                  such Persons in the ordinary course of business.

         (jjj)    "Termination Date" shall have the meaning assigned thereto in
                  Section 19(b) hereof.

         (kkk)    "Total Liabilities to Tangible Net Worth Ratio" shall mean
                  with respect to any Person, as of the last day of the most
                  recent fiscal quarter of such Person, the ratio of (i) total
                  liabilities under GAAP less Subordinated Debt, as of such day,
                  to (ii) the Net Worth plus Subordinated Debt of such Person as
                  of such day.

         (lll)    "Transaction" shall, in addition to the definition set forth
                  in Paragraph 1 of the Repurchase Agreement, refer to
                  substitutions pursuant to Paragraph 9 of the Repurchase
                  Agreement.

         (mmm)    "Transaction Documents" shall mean this Agreement, the Custody
                  Agreement, the Guaranty, the Side Letter, the Take-out
                  Agreement and any related agreements.

         (nnn)    "Transaction Notice" shall have the meaning assigned under
                  Section 5(b) herein.

         (ooo)    "Underwriting Guidelines" shall mean the underwriting
                  guidelines of Origen, a copy of which is attached hereto as
                  Exhibit C.

         (ppp)    "Upfront Facility Fee" shall have the meaning set forth in the
                  Side Letter.


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         (qqq)    "WAC Sublimit Amount" shall have the meaning set forth in the
                  Side Letter.

         (rrr)    "WFICO Sublimit Amount" shall have the meaning set forth in
                  the Side Letter.

         (sss)    "WFPFC Sublimit Amount" shall have the meaning set forth in
                  the Side Letter.

         (ttt)    "WLTV Sublimit Amount" shall have the meaning set forth in the
                  Side Letter.

5.       CONFIRMATIONS.

         (a) An agreement to enter into a Transaction may not be entered into
orally unless otherwise agreed to between Seller and Buyer.

         (b) Paragraph 3(b) of the Repurchase Agreement is hereby deleted in its
entirety and replaced with the following:

                  (b) Unless otherwise agreed, two (2) Business Days prior to
                  any proposed Purchase Date, Seller shall deliver (1) Loan File
                  to the Custodian as specified under the Custody Agreement, and
                  (2) a transaction notice in the form of Exhibit G hereto (the
                  "Transaction Notice"), Loan Schedule and Computer Tape to
                  Buyer containing the following information with respect to
                  each MH Loan:

                  (i)      Loan Number,
                  (ii)     Borrower Name,
                  (iii)    Borrower Address,
                  (iv)     Credit Score (FICO);
                  (v)      Portal Score;
                  (vi)     Coupon;
                  (vii)    Loan-to-Value Ratio;
                  (viii)   Lien Position;
                  (ix)     Principal Balance;
                  (x)      Next Payment Due Date;
                  (xi)     Property Type (single-wide, multi-wide);
                  (xii)    Land-and-Home Contract or other Contract;
                  (xiii)   New or used;
                  (xiv)    Repossession or refinanced;
                  (xv)     If original term extended;
                  (xvi)    Prepaid finance charges;
                  (xvii)   Origination Date;
                  (xviii)  Section 32 Loan Indicator;
                  (xix)    Primary residence, "Buy for" or investment property;
                           and
                  (xxx)    Any other information as requested by Buyer.


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         (c) When Buyer determines that any MH Loans identified in a Transaction
Notice are Eligible Securities and will be purchased pursuant to a Transaction,
Buyer shall confirm the terms of each Transaction by delivering a written
confirmation in the form of Schedule 1 attached hereto (a "Confirmation") to
Seller within three (3) Business Days of receipt of the Transaction Notice.
Buyer agrees to use reasonable efforts to pay the Purchase Price with respect to
any Transaction no later than 4:00 p.m. New York City time on the related
Purchase Date. Seller's acceptance of the Purchase Price paid by Buyer on the
Purchase Date shall be deemed Seller's acknowledgment of and agreement with such
Confirmation, and upon acceptance of such Purchase Price, Seller shall execute
such Confirmation where provided therein and deliver the original executed copy
of such Confirmation to the Buyer within two (2) Business Days of the settlement
of any Transaction. The terms of any Transaction Notice executed by Buyer and
acknowledged by Seller shall be deemed incorporated by reference into the
Confirmation and if the terms of the Transaction Notice conflict with the
Confirmation, the terms of the Confirmation shall prevail.

         (d) Each Confirmation and Transaction Notice, together with these
Additional Supplemental Terms and the Repurchase Agreement, shall constitute
conclusive evidence of the terms agreed between Buyer and Seller with respect to
the Transaction to which the Confirmation relates, and Seller's acceptance of
the related proceeds shall constitute Seller's agreement to the terms of such
Confirmation. It is the intention of the parties that each Confirmation and
Transaction Notice shall not be separate from these Additional Supplemental
Terms and the Repurchase Agreement but shall be made a part of these Additional
Supplemental Terms and the Repurchase Agreement. In the event of any conflict
between this Agreement and a Confirmation, the terms of the Confirmation shall
control with respect to the related Transaction.

6. BUYER MARGIN MAINTENANCE. Paragraph 4(a) of the Repurchase Agreement is
hereby modified to provide that in the event of a Margin Deficit, Buyer by
notice to Seller may require Seller to transfer, in Buyer's sole discretion,
cash or additional Eligible Securities acceptable to Buyer to eliminate the
Margin Deficit. Paragraph 4(a) of the Repurchase Agreement is hereby further
modified to provide that if the notice given by Buyer to Seller under such
Paragraph 4 is given at or prior to 11:00 a.m. New York City time, Seller shall
transfer to Buyer the cash or additional Eligible Securities acceptable to
Buyer, as applicable, prior to 2:00 p.m. New York City time in New York City on
the Business Day following the date of such notice, and if such notice is given
after 11:00 a.m. New York City time, Seller shall transfer to Buyer the cash or
additional Eligible Securities acceptable to Buyer, as applicable, prior to 2:00
p.m. New York City time in New York City on the second Business Day following
the date of such notice. Notice required pursuant to Paragraph 4(a) of the
Repurchase Agreement may be given by any means. The failure of Buyer, on any one
or more occasions, to exercise its rights hereunder, shall not change or alter
the terms and conditions to which these Additional Supplemental Terms and the
Repurchase Agreement are subject or limit the right of Buyer to do so at a later
date.

7. SELLER MARGIN MAINTENANCE. Paragraph 4(b) of the Repurchase Agreement is
hereby deleted in its entirety.

8. Paragraph 4 of the Repurchase Agreement is amended by adding a new
subparagraph (g) as follows:


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                  "(g) In the case of Transactions involving Securities that are
                  MH Loans, (i) the provisions of subparagraphs (b), (d) and (e)
                  of this Paragraph shall not apply, and (ii) the percentage
                  used in calculating Buyer's Margin Amount for such Transaction
                  shall equal a fraction (expressed as a percentage) the
                  numerator of which is 1 and the denominator of which is the
                  applicable Purchase Price Percentage (expressed as a decimal).
                  By way of example, if the applicable Purchase Price Percentage
                  was 90%, the percentage used in calculating Buyer's Margin
                  Amount for such Transaction would equal the percentage
                  equivalent of 1/.90 (or 111.111%)"

9.       INCOME PAYMENTS. Paragraph 5 of the Repurchase Agreement is hereby
deleted and replaced with following: "Where a particular term of a Transaction
extends over an Income payment date of the Purchased Securities subject to that
Transaction, such Income shall be the property of the Buyer. Notwithstanding
the foregoing, and provided no Default has occurred and is continuing, on each
Repurchase Date following the date such Income is received by Buyer (or a
servicer on its behalf) Buyer shall either (i) transfer (or permit the servicer
to transfer) to Seller such Income with respect to any Purchased Securities
subject to such Transaction or (ii) if a Margin Deficit then exists, apply the
Income payment to reduce the amount, if any, to be transferred to Buyer by
Seller upon termination of such Transaction; provided, however, that any income
received by or on behalf of Seller while the related Transaction is outstanding
shall be deemed held by Seller solely in trust for Buyer pending the repurchase
on the related Repurchase Date. Buyer shall not be obligated to take any action
pursuant to the preceding sentences to the extent that such action would result
in the creation of a Margin Deficit, unless prior thereto or simultaneously
therewith Seller transfers to Buyer cash or Additional Purchased Securities
sufficient to eliminate such Margin Deficit."

10.      SECURITY INTEREST.

         (a) Paragraph 6 of the Repurchase Agreement is hereby deleted in its
entirety and replaced by the following:

                  Although the Buyer and Seller intend that all Transactions
                  hereunder be sales and purchases and not loans, in the event,
                  for any reason, any Transaction is construed by any court as a
                  secured loan rather than a purchase and sale, the parties
                  intend that Seller shall have granted to Buyer a perfected
                  first priority security interest in all of Seller's right to
                  and title and interest in (including the right to convey title
                  thereto)the following property, whether now existing or
                  hereafter acquired: the Collateral, the Additional Purchased
                  Securities, Records, any security accounts, including the
                  Collection Account, and all rights to Income and the rights to
                  enforce such payments arising from any of the Purchased
                  Securities and all proceeds thereof.

         (b) Seller will execute all filings necessary to give Buyer a first
priority perfected security interest in the Purchased Securities, including but
not limited to a first mortgage, deed of trust or similar security on the
underlying fee simple or leasehold interests in real estate. Seller shall pay
all fees and expenses associated with perfecting and maintaining such security
interest including, without limitation, the cost of filing financing statements
and continuation statements under the Uniform Commercial Code and


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<PAGE>

the recording of any assignment of Mortgage or lease in the appropriate
jurisdiction as and when required thereunder. Buyer shall not record any
assignment of Mortgage until there shall have occurred an Event of Default
hereunder.

         (c) In the event that Buyer elects to engage in repurchase transactions
with the Purchased Securities or otherwise elects to pledge or hypothecate the
Purchased Securities, Seller shall, at the request of Buyer (i) do and perform
such acts and things necessary to enable the Custodian to do and perform such
further acts and things and to execute and deliver to Buyer and its counterparty
such additional documents, acknowledgments, powers and instruments as are
required by Buyer in connection with such transaction and such counterparty, and
(ii) provide Buyer's counterparty in such repurchase transaction with an opinion
of counsel to the effect that such counterparty has a perfected first priority
security interest in such Purchased Securities. Buyer shall promptly reimburse
Seller for Seller's out-of-pocket expenses incurred in connection with
performance under this Section 10(c).

11. PAYMENT AND TRANSFER. Paragraph 7 of the Repurchase Agreement is hereby
modified by deleting the second sentence in its entirety and adding: "Any
Repurchase Price received by Buyer after 2:00 p.m. New York City time shall be
applied on the next succeeding Business Day."

12. COMMITMENT. On the terms and subject to the conditions set forth in this
Agreement and the Custodial Agreement, Buyer agrees to purchase from the Seller
Eligible Securities and Seller agrees to repurchase such Purchased Securities
from Buyer. Such obligation to repurchase subsists without regard to any prior
or intervening liquidation or foreclosure with respect to each Purchased
Security. Subject to the provisions of Section 22, Seller is obligated to obtain
the Purchased Securities from Buyer or its designee (including the Custodian) at
Seller's expense on (or after) the related Repurchase Date. Notwithstanding
anything herein to the contrary, Buyer's commitment to purchase Eligible
Securities pursuant to this Agreement shall terminate on the Termination Date.

13. SUBSTITUTION.

         (a) The first sentence of Paragraph 9(a) of the Repurchase Agreement is
hereby modified by deleting the words "substitute other Securities for any
Purchased Securities" and adding the words "substitute other Securities which
are substantially the same for any Purchased Securities".

         (b) Paragraph 9 of the Repurchase Agreement is hereby modified by
adding the following sub-paragraphs:

                  (c) In the case of any Transaction for which the Repurchase
                  Date is other than the Business Day immediately following the
                  Purchase Date and with respect to which Seller does not have
                  any existing right to substitute substantially the same
                  Securities for the Purchased Securities, Seller shall have the
                  right, subject to the proviso to this sentence, upon notice to
                  Buyer, which notice shall be given at or prior to 10 am (New
                  York time) on such Business Day, to substitute substantially
                  the same Securities for any Purchased Securities; provided,
                  however, that Buyer may elect, by the close of business on the
                  Business Day notice is received, or by the close of the next
                  Business Day if notice is given


                                       11
<PAGE>

                  after 10 am (New York time) on such day, not to accept such
                  substitution. In the event such substitution is accepted by
                  Buyer, such substitution shall be made by Seller's transfer to
                  Buyer of such other Securities and Buyer's transfer to Seller
                  of such Purchased Securities, and after substitution, the
                  substituted Securities shall be deemed to be Purchased
                  Securities. In the event Buyer elects not to accept such
                  substitution, Buyer shall offer Seller the right to terminate
                  the Transaction.

                  (d) In the event Seller exercises its right to substitute or
                  terminate under sub-paragraph (c), Seller shall be obligated
                  to pay to Buyer, by the close of the Business Day of such
                  substitution or termination, as the case may be, an amount
                  equal to (A) Buyer's actual cost (including all fees, expenses
                  and commissions) of (i) entering into replacement
                  transactions; (ii) entering into or terminating hedge
                  transactions; and/or (iii) terminating transactions or
                  substituting securities in like transactions with third
                  parties in connection with or as a result of such substitution
                  or termination, and (B) to the extent Buyer determines not to
                  enter replacement transactions, the loss incurred by Buyer
                  directly arising or resulting from such substitution or
                  termination. The foregoing amounts shall be solely determined
                  and calculated by Buyer in good faith.


14.      Paragraph 11 of the Repurchase Agreement is amended by adding a new
         Subparagraph (j) as follows:

                  "(j) Buyer and Seller hereby acknowledges that they consider
                  all transactions and agreements between them to constitute a
                  single business and contractual relationship and to have been
                  made in consideration of each other and this Agreement.
                  Therefore, (a) each party hereby agrees to fulfill all of its
                  obligations to the other party with respect to any transaction
                  or agreement between them, and agrees that a default in the
                  performance of any such obligations ("Covenants") shall
                  constitute an Event of Default hereunder, (b) each party shall
                  have a right of setoff against the other party for amounts
                  owing hereunder and any other amounts or obligations owing in
                  respect of any other agreement or transaction whatsoever, and
                  (c) payments and deliveries made by either party hereunder
                  shall be considered to have been made in consideration of
                  payments and deliveries made by the other party with respect
                  to any other agreement or transaction between them, and the
                  Covenants to make any such payments and deliveries may be
                  applied against each other and netted."


                                       12
<PAGE>

15.      REPRESENTATIONS; COVENANTS.

         (a) Seller and Guarantor, and with respect to Exhibit D, Seller, hereby
make, and on and as of the Purchase Date of any Transaction and on and as of
each date thereafter through the related Repurchase Date shall be deemed to have
made, the representations and warranties to Buyer set forth in Exhibit A and
Exhibit D hereto. The representations and warranties set forth herein shall
survive transfer of the Purchased Securities to the Buyer and shall continue
until the Agreement has terminated and Seller has paid all Obligations owed to
Buyer hereunder.

         In the event Buyer engages in a repurchase transaction with any of the
Purchased Securities or otherwise pledges or hypothecates any of the Purchased
Securities, Buyer shall have the right to assign to Buyer's counterparty any or
all of the representations and warranties in Exhibit D as they relate to the
Purchased Securities that are subject to such repurchase transaction; provided,
however, that any such repurchase transaction, pledge or hypothecation shall not
diminish or impair the obligation of the Buyer to reconvey the Securities to the
Seller in accordance herewith. In addition, in connection with a sale or
transfer of the Purchased Securities by Buyer following an Event of Default,
Buyer shall have the right to assign to such assignee or purchaser any or all of
the representations and warranties in Exhibit D as they relate to the Purchased
Securities.

         (b) In addition to the indemnification provided to Buyer under this
Agreement, Seller and Guarantor agree to, and shall, indemnify Buyer, such
subsequent purchasers and their respective Affiliates, officers, directors,
partners, employees, representatives and agents from, and hold each of them
harmless against, any and all losses, liabilities, claims, damages, judgments,
penalties, suits, actions, costs, disbursements or expenses (including, but not
limited to, attorneys" fees and expenses) asserted against or incurred by any of
them as a result of, or arising out of, or in any way related to any breach by
Seller of such representations or warranties in Exhibit A and Exhibit D.

16.      RELIANCE. With respect to any Transaction, Buyer may conclusively
rely upon, and shall incur no liability to Seller in action upon, any request
or other communication from the president, treasurer or chief financial officer
of Seller or any person listed on Exhibit F. In each case, absent manifest
error on the part of the Buyer, Seller hereby waives the right to dispute
Buyer's record of the terms of the Confirmation, request, or other
communication.

17.      EVENTS OF DEFAULT.

         (a) Subparagraph (vi) of the first paragraph of Paragraph 11 of the
Repurchase Agreement shall be deleted in its entirety.

         (b) The term "Event of Default" shall, in addition to the definition
set forth in the Repurchase Agreement, include the following events:

                  i)       Buyer shall have determined that Seller or Guarantor
                           is or will be unable to meet its commitments under
                           the Transaction Documents and shall have notified
                           Seller


                                       13
<PAGE>

                           of such determination and Seller shall not have
                           responded with appropriate information to the
                           contrary to the satisfaction of Buyer within one
                           Business Day.

                  ii)      The Agreement shall for any reason cease to create a
                           valid, first priority security interest in any of the
                           Purchased Securities purported to be covered thereby.

                  iii)     A final judgement by any competent court in the
                           United States of America for the payment of money in
                           an amount of at least $100,000 is rendered against
                           Seller or $500,000 is rendered against the Guarantor
                           and the same remains undischarged for a period of 30
                           days during which execution of such judgement is not
                           effectively stayed.

                  iv)      Seller, Guarantor, or Take-out Purchaser shall fail
                           to observe or perform any of the covenants or
                           agreements under any Transaction Document (subject to
                           any applicable cure periods therein), which failure,
                           in the judgment of Buyer, materially and adversely
                           affects the rights of the Buyer.

                  v)       Any event of default shall occur and be continuing
                           and shall not have been waived by the counterparty
                           under any repurchase or other financing agreement for
                           borrowed funds in excess of $1,000,000 or indenture
                           for borrowed funds by which Seller or Guarantor is
                           bound or affected.

                  vi)      In the judgment of Buyer (1) a material adverse
                           change shall have occurred in the business, corporate
                           structure, operations or financial condition of
                           Seller, Take-out Purchaser or Guarantor, or (2) any
                           other condition shall exist which, in Buyer's
                           reasonable discretion, constitutes a material
                           impairment of Seller's, Guarantor's or Take-out
                           Purchaser's ability to perform its obligations under
                           the Transaction Documents to which it is a party.

                  vii)     Buyer shall not have received (a) a monthly
                           compliance certificate, substantially in the form set
                           forth in Exhibit E hereto, on or prior to the
                           fifteenth calendar day of each month with respect to
                           the prior month's activity, which failure shall not
                           have been cured within one Business Day, and (b)
                           written assurances as to the adequate capitalization
                           of Guarantor within one Business Day of a request by
                           Buyer therefor.

                  viii)    Subject to any applicable grace periods and unless
                           otherwise waived by the applicable counterparty,
                           Seller or Guarantor shall be in default with respect
                           to any provision under any debt contract or
                           agreement, any servicing agreement or any lease to
                           which it is a party, which exceeds $500,000 in the
                           aggregate (which defaults include, but are not
                           limited to, an Act of Insolvency of Seller or
                           Guarantor or the failure of Seller or Guarantor to
                           make required payments in excess of $500,000 under
                           such contract or agreement as they become due).


                                       14
<PAGE>

                  ix)      Any representation or warranty made by Seller in
                           Exhibit A hereto or in the Custodial Agreement shall
                           have been incorrect or untrue when made or repeated
                           or when deemed to have been made or repeated.

                  x)       A breach by Seller or Guarantor of any of their
                           covenants or agreements hereunder.

                  xi)      Bankruptcy or insolvency proceedings shall have been
                           commenced by or against Seller, Guarantor or Take-out
                           Purchaser.

                  xii)     Seller or Guarantor's audited annual financial
                           statements or the notes thereto or other opinions or
                           conclusions stated therein shall be qualified or
                           limited by reference to the status of Seller or
                           Guarantor as a "going concern" or a reference of
                           similar import.

                  xiii)    Either (i) a change in control or ownership of
                           Seller, Guarantor or Take-out Purchaser shall have
                           occurred other than in connection with and as a
                           result of (a) the issuance and sale by Seller or
                           Guarantor of common stock in an initial public
                           offering or (b) the transfer of ownership interests
                           in Seller or Guarantor to any party that was an
                           Affiliate of Seller or Guarantor prior to such
                           transfer or (c) a merger or consolidation occurs and
                           Seller, Take-out Purchaser or Guarantor is the
                           surviving entity upon consummation of the merger or
                           consolidation; or (ii) both the chief executive
                           officer and chief financial officer of Seller or
                           Guarantor cease to be employed by Seller or Guarantor
                           and functioning in their respective capacities and
                           successors acceptable to Buyer shall not have been
                           employed by Seller and commenced functioning in such
                           capacities.

                  xiv)     Buyer determines that the Take-out Agreement is
                           unenforceable.

                  (xv)     Either (i) the Guarantor's Tangible Net Worth is less
                           than $10,000,000; (ii) on or following December 31,
                           2001, the Total Liabilities to Tangible Net Worth
                           Ratio of Guarantor exceeds 12:1; or (iii) the ratio
                           of Guarantor's current assets to current liabilities
                           (each as determined on a consolidated basis in
                           accordance with GAAP) is less than 1:1.

                  (xvi)    Either (i) as of the end of the most recent fiscal
                           quarter of the Take-out Purchaser Parent, its
                           consolidated financial statements prepared in
                           accordance with GAAP and reported in its filings with
                           the Securities and Exchange Commission indicated its
                           total shareholder's equity is less than $950,000,000;
                           or (ii) the rating of Take-out Purchaser Parents's
                           long-term debt falls below BBB/Stable by Standard and
                           Poor's Ratings Services, A Division of the
                           McGraw-Hill Companies, Inc.

         (c) In addition to the rights of the Buyer pursuant to Paragraph 11 of
the Repurchase Agreement, upon the occurrence of an Event of Default by Seller:


                                       15
<PAGE>

                  i)       Buyer's commitment to purchase Eligible Securities
                           under Section 3 hereof shall immediately terminate;

                  ii)      All rights of Seller to receive payments which it
                           would otherwise be authorized to receive pursuant to
                           the Transaction Agreements shall cease, and all such
                           rights shall thereupon become vested in Buyer, which
                           shall thereupon have the sole right to receive such
                           payments and apply them to the aggregate unpaid
                           Repurchase Prices owed by Seller;

                  iii)     All payments which are received by Seller contrary to
                           the provisions of the preceding clause (ii) above
                           shall be deposited in the Collection Account;
                           provided, however, that Seller shall remain liable to
                           the Buyer for any amounts that remain owing to Buyer
                           following such deposit.

                  iv)      Buyer shall be entitled to all remedies set forth in
                           the Agreement and related transaction documents,
                           including the right to sell all Purchased Securities
                           on a servicing released basis; provided, however,
                           that Seller shall remain liable to the Buyer for any
                           amounts that remain owing to Buyer following such
                           sale.

                  v)       The Pricing Rate for each day from and after the date
                           of such Event of Default shall be a per annum rate
                           equal to the sum of (i) the Prime Rate and (ii) three
                           percent (3.0%).

         (d) Each event specified in Section 17(b) of these Supplemental Terms
may, at the option of Buyer, cause an acceleration of the Repurchase Date for a
Transaction and shall be in addition to any other rights of Buyer to cause such
an acceleration under the Agreement.

         (e) The parties recognize that it may not be possible to purchase or
sell all of the Purchased Securities on a particular Business Day, or in a
transaction with the same purchaser, or in the same manner because the market
for such Purchased Securities may not be liquid. In view of the nature of the
Purchased Securities, the parties agree that liquidation of a Transaction or the
underlying Purchased Securities does not require a public purchase or sale and
that a good faith private purchase or sale shall be deemed to have been made in
a commercially reasonable manner. Accordingly, Buyer may elect the time and
manner of liquidating any Purchased Security and nothing contained herein shall
obligate Buyer to liquidate any Purchased Security upon the occurrence of an
Event of Default or to liquidate all Purchased Securities in the same manner or
on the same Business Day or constitute a waiver of any right or remedy of Buyer.

         (f) Buyer may direct all Persons servicing the Purchased Securities to
take such action with respect to the Purchased Securities as Buyer determines
appropriate.

         (g) Seller shall cause all sums received by it with respect to the
Purchased Securities to be deposited in the Collection Account after receipt
thereof.


                                       16
<PAGE>

         (h) Buyer shall without regard to the adequacy of the security for the
Obligations, be entitled to the appointment of a receiver by any court having
jurisdiction, without notice, to take possession of and protect, collect,
manage, liquidate, and sell the Purchased Securities and any other Collateral or
any portion thereof, collect the payments due with respect to the Purchased
Securities and any other Collateral or any portion thereof, and do anything that
Buyer is authorized hereunder to do. Seller shall pay all costs and expenses
incurred by Buyer in connection with the appointment and activities of such
receiver.

         (i) Buyer may enforce its rights and remedies hereunder without prior
judicial process or hearing, and Seller hereby expressly waives, to the extent
permitted by law, any right Seller might otherwise have to require Buyer to
enforce its rights by judicial process. Seller also waives, to the extent
permitted by law, any defense Seller might otherwise have to the Obligations,
arising from use of nonjudicial process, enforcement and sale of all or any
portion of the Purchased Securities and any other Collateral or from any other
election of remedies except defenses related to any breach by Buyer of any
express provision of this Agreement and defenses related to payment and
performance by Seller hereunder. Seller recognizes that nonjudicial remedies are
consistent with the usages of the trade, are responsive to commercial necessity
and are the result of a bargain at arm's length.

         (j) Buyer shall have all the rights and remedies provided herein,
provided by applicable federal, state, foreign, and local laws in equity, and
under any other agreement between Seller and Buyer.

         (k) Upon the occurrence of an Event of Default, Buyer shall have,
except as otherwise expressly provided in this Agreement, the right to exercise
any of its rights and/or remedies without presentment, demand, protest or
further notice of any kind, all of which are hereby expressly waived by Seller.

         (l) Upon the occurrence of an Event of Default, the Seller hereby
authorizes the Buyer, at the Seller's expense, to file such financing statement
or statements relating to the Purchased Securities and the Collateral without
the Seller's signature thereon as the Buyer at its option may deem appropriate,
and appoints the Buyer as the Seller's attorney-in-fact to execute any such
financing statement or statements in the Seller's name and to perform all other
acts which the Buyer deems appropriate to perfect and continue the lien and
security interest granted hereby and to protect, preserve and realize upon the
Purchased Securities and the Collateral, including, but not limited to, the
right to endorse notes, complete blanks in documents and execute assignments on
behalf of the Seller as its attorney-in-fact. Without limiting the generality of
the foregoing, Buyer shall have the right and power during the occurrence and
continuation of any Event of Default to receive, endorse and collect all checks
made payable to the order of Seller representing any payment on account of the
principal of or interest of any of the Collateral and to give full discharge for
the same. Buyer may take all necessary and appropriate actions to direct the
receipt of payment on the MH Loans from the servicer and master servicer thereof
to the Buyer or its designee and handle any claim relating to the MH Loans. This
power of attorney is coupled with an interest and is irrevocable without the
Buyer's consent.

         (m) Buyer may set-off cash, the proceeds of the liquidation of the
Purchased Securities and Additional Purchased Securities, any collateral or its
proceeds, and all other sums or obligations owed by Buyer to Seller against all
of Seller's obligations to Buyer under this Agreement, whether or not such


                                       17
<PAGE>

obligations are then due, without prejudice to Buyer's right to recover any
deficiency. Any cash proceeds, or property in excess of any amounts due, or
which Buyer reasonably believes may become due, to it from Seller shall be
returned to Seller after satisfaction of all obligations of Seller to Buyer.

18. NO WAIVERS, ETC. Paragraph 17 of the Repurchase Agreement is hereby modified
by adding the following to the end thereof:

                  "All rights and remedies of Buyer provided for herein are
                  cumulative and in addition to any and all other rights and
                  remedies provided by law, the Transaction Documents, and the
                  other instruments and agreements contemplated hereby and
                  thereby, and are not conditional or contingent on any attempt
                  by Buyer to exercise any of its rights under any other related
                  document. Buyer may exercise at any time after the occurrence
                  of an Event of Default one or more remedies, as it so desires,
                  and may thereafter at any time and from time to time exercise
                  any other remedy or remedies."

19. TERM OF AGREEMENT; NON-ASSIGNABILITY.

         (a) The first sentence of Paragraph 15(a) of the Repurchase Agreement
is hereby deleted and replaced with the following:

                  The Transaction Documents are not assignable by Seller. Buyer
                  may from time to time assign or transfer all or a portion of
                  its rights and obligations under this Agreement and the
                  Transaction Documents; provided, however that Buyer shall
                  maintain, for review by Seller upon written request, a
                  register of assignees and a copy of an executed assignment and
                  acceptance by Buyer and assignee ("Assignment and
                  Acceptance"), specifying the percentage or portion of such
                  rights and obligations assigned. Upon such assignment, (a)
                  such assignee shall be a party hereto and to each Transaction
                  Document to the extent of the percentage or portion set forth
                  in the Assignment and Acceptance and shall succeed to the
                  applicable rights and obligations of Buyer hereunder, and (b)
                  Buyer shall, to the extent that such rights and obligations
                  have been so assigned by it to either (i) an Affiliate of
                  Buyer which assumes the obligations of Buyer or (ii) to
                  another Person approved by Seller (such approval not to be
                  unreasonably withheld) which assumes the obligations of Buyer,
                  be released from its obligations hereunder and under the
                  Transaction Documents. With respect to any assignment pursuant
                  to clause (b) above, unless otherwise stated in the Assignment
                  and Acceptance, Seller shall continue to take directions
                  solely from Buyer unless otherwise notified by Buyer in
                  writing.

         (b) The last sentence of Paragraph 15(a) of the Repurchase Agreement is
hereby deleted. Subject to earlier termination, the Agreement shall terminate
(the "Termination Date") on the date which is which is the earlier of (i) 364
days from the initial Purchase Date, or (ii) at Buyer's option, the occurrence
of an Event of Default. Not sooner than 90 days prior to the Termination Date
and not later than 45 days prior to the Termination Date, Seller may request an
extension of the Termination Date, subject to approval by Buyer in its sole
discretion, for an additional 364 days following such Termination Date. All
Transactions outstanding hereunder shall terminate automatically without any
requirement for notice on the Termination


                                       18
<PAGE>

Date and the Seller shall repurchase all Securities subject to any Transaction
outstanding pursuant to the terms of the Agreement. Notwithstanding the
foregoing, it is further understood and agreed that if any Transaction shall
remain outstanding subsequent to the termination of this Agreement, this
Agreement shall nevertheless survive to govern the termination of such
outstanding Transaction.

         (c) No such termination shall affect Seller's or Buyer's outstanding
obligations to the other party at the time of such termination. Seller's
obligations to indemnify Buyer pursuant to the Repurchase Agreement shall
survive the termination hereof.

20. FINANCIAL STATEMENTS. As of the date hereof, the Guarantor has provided the
Buyer with the Guarantor's audited year-end financial statements and the
Guarantor's most recent publicly available interim financial statement. Each
delivery of Purchased Securities to Buyer hereunder will constitute a
representation by Seller that there has been no material adverse change in
Seller, Guarantor, or Seller's or Guarantor's financial condition not disclosed
to Buyer since the date of Guarantor's most recent financial statement.

21. PRICING RATE; PURCHASE PRICE.

         (a) The Pricing Rate with respect to each Transaction hereunder shall
be a per annum rate equal to LIBOR, as defined in this Section, plus the Pricing
Margin (rounded up to the nearest 0.0625%), adjusted monthly.

                  (i) "LIBOR" shall be the offered rate for United States
         dollars with a maturity of one month which appears on Telerate as of
         11:00 a.m., City of London, England time, on each Business Day that
         such Transaction is outstanding; provided, however, that if such rate
         does not appear on the Dow Jones Telerate Service page 3750 (or such
         other page as may replace that page on that service) or if such service
         is no longer offered, the rate for United States dollars with a
         maturity of one month quoted by such other service as may be selected
         by the Buyer. "LIBOR Business Day" means any day other than a Saturday,
         Sunday or any other day on which banking institutions in the City of
         London, England are required or authorized by law to be closed.

                  (ii) The Pricing Rate will change daily upon each change in
         LIBOR.

         (b) The Purchase Price with respect to each Purchased Security shall
equal the lesser of (i) the applicable Purchase Price Percentage times the
Market Value of such Purchased Security, or (ii) the applicable Purchase Price
Percentage times the unpaid principal balance of such Purchased Security, or
(iii) the unpaid principal balance of such Purchased Security times a percentage
equal to the equivalent haircut percentage required by rating agencies in
connection with securitizations by Origen of loans similar to the MH Loans.

22. REPURCHASE DATE AND REPURCHASE PRICE.

         (a) Provided that all applicable conditions in this Agreement have been
satisfied (including the payment of all fees owed to the Buyer), each Purchased
Security repurchased by Seller on a Repurchase


                                       19
<PAGE>

Date shall automatically become subject to a new Transaction. For each new
Transaction, accrued Price Differential shall be settled in cash on such
Repurchase Date.

         (b) Seller agrees to indemnify Buyer and to hold Buyer harmless from
any loss or reasonable expense which Buyer may sustain or incur as a consequence
of the repurchase of Securities by Seller on a day that is not a Repurchase
Date. Such indemnification shall be in an amount including, but not limited to,
the excess, if any, of (i) the amount of Price Differential that would have been
payable with respect to the related Transaction on the next succeeding
Repurchase Date but for such repurchase over (ii) the sum of (x) the amount of
Price Differential paid by Seller to Buyer in connection with such repurchase,
if any, and (y) the amount of interest (as determined by Buyer in good faith)
that would have accrued on the amount paid by Seller to Buyer in connection with
such repurchase had such amount been deposited by Buyer with leading banks in
the interbank eurodollar market until the next succeeding Repurchase Date. This
covenant shall survive the termination of this Agreement and the payment of all
other amounts payable hereunder. Notwithstanding the foregoing, Seller shall not
be liable for indemnifying Buyer pursuant to this Section 22(b) if such
repurchase is effected to facilitate a securitization of such Securities and
Seller has engaged Buyer (or its affiliate) to act as placement agent or
underwriter in connection with such securitization. Nothing contained in this
Section 22(b) shall be construed to relieve Seller of its obligation to pay to
Buyer the Repurchase Price in connection with any repurchase of Securities
hereunder.

         (c) Upon timely payment in full of the Repurchase Price and all other
Obligations owing with respect to a Purchased Security, if no Default or Event
of Default has occurred and is continuing, Buyer shall, and shall promptly
direct Custodian to, release such Purchased Securities (and not substitutes
thereof) unless such release would give rise to or perpetuate a Margin Deficit.
Except as set forth in Paragraphs 4(a) and 9 of the Repurchase Agreement, Seller
shall give at least two (2) Business Days prior written notice to Buyer if such
repurchase shall occur on other than a Repurchase Date. If such a Margin Deficit
is applicable, Buyer shall notify Seller of the amount thereof and Seller may
thereupon eliminate the Margin Deficit in the manner specified in Paragraph 4 of
the Repurchase Agreement.

         (d) If Buyer determines that the introduction of, any change in, or the
interpretation or administration of any requirement of law has made it unlawful
or commercially impracticable to engage in any Transactions with a Pricing Rate
based on LIBOR, then Seller (i) shall, upon its receipt of notice of such fact
and demand from Buyer, repurchase the Purchased Securities subject to the
Transaction within thirty (30) days and concurrently enter into a new
Transaction with Buyer with a Pricing Rate based on the Prime Rate plus a margin
and (ii) may elect, by giving notice to Buyer and Custodian, that all new
Transactions shall have Pricing Rates based on the Prime Rate plus a margin. The
foregoing margins shall be solely determined and calculated by Buyer in good
faith. If any such event shall occur, the Seller may terminate all Transactions
upon payment of all amounts owed to Buyer hereunder.

         (e) If after the date hereof, there shall have occurred (i) the
adoption of any applicable law, rule or regulation regarding capital adequacy,
(ii) introduction of, any change in, or the compliance by Buyer with the
Eurocurrency Reserve Requirement or any change therein, or (iii) any change in
the interpretation or administration thereof by any governmental authority,
central bank or comparable agency (whether or not having the force of law), that
the Buyer has reasonably determined has or would have the effect of reducing the
rate of return on the Buyer's capital as a consequence of its obligations
hereunder to a level


                                       20
<PAGE>

below that which the Buyer would have achieved but for such adoption, change or
compliance (taking into consideration the Buyer's policies with respect to
capital adequacy) by an amount which the Buyer, in its reasonable judgment,
shall deem material, then from time to time, the Seller shall pay to the Buyer
such additional amount or amounts as will compensate the Buyer for such
reduction. A certificate as to the change and calculation of such amounts
submitted to the Seller by the Buyer shall be conclusive and binding for such
purposes, absent manifest error.

23. ADDITIONAL INFORMATION.

         (a) At any reasonable time, Seller, Guarantor and Origen shall permit
Buyer, its agents or attorneys, to inspect and copy any and all documents and
data in their possession pertaining to each Security that is the subject of a
Transaction. Such inspection shall occur upon the request of Buyer at the
offices of Seller, Guarantor and Origen, as applicable, during regular business
hours.

         (b) Seller agrees to provide to Buyer and to cause Guarantor to provide
to Buyer such information concerning Seller and Guarantor's financial or
operational condition, as applicable, as Buyer may request from time to time
unless Seller is not legally permitted to provide such information.

         (c) Buyer agrees to keep confidential (and to use its best efforts to
cause its respective agents and representatives to keep confidential) the
Information (as defined below) and all copies thereof, extracts therefrom and
analyses or other materials based thereon, except that the Buyer shall be
permitted to disclose the Information (a) to such of its respective officers,
directors, employees, agents, affiliates, representatives and auditors, on a
need to know basis, (b) to the extent requested by any regulatory authority, (c)
to the extent required by applicable laws and regulations or by any subpoena or
similar legal process, upon prior notice thereof (unless prohibited by the terms
of such subpoena or process) to the Seller, (d) to the extent such Information
(i) becomes publicly available other than as a result of a breach of this
Section 23(c) or (ii) becomes lawfully available to the Buyer on a
nonconfidential basis from a source or third party other than the Seller or
(iii) is material to a counterparty of Buyer in the normal course and Buyer
gives notice to such counterparty that such Information is subject to
confidentiality and such counterparty (which shall be disclosed to Seller)
agrees to the maintenance of confidentiality substantially on the terms in this
Section 23(c), or (e) upon an Event of Default, to the extent disclosure of such
Information is necessary as determined by Buyer in order for Buyer to enforce or
defend Buyer's right under the Agreement. For the purposes of this Section
23(c), "Information" shall mean all financial statements, certificates, reports,
or material non public information that was received from the Seller and all
other written or computer-readable information provided by one party to the
other pursuant to the Loan Documents or the Transaction Documents and the
Transactions contemplated thereby. The provisions of this Section 23(c), shall
remain operative and in full force and effect regardless of the expiration and
term of this Agreement.

24. RIGHT OF SET-OFF. In addition to its rights hereunder, Buyer shall have the
right to proceed against any of Seller's or Guarantor's assets which may be in
the possession of Buyer, any of Buyer's affiliates or its designee (including
the Custodian), including the right to liquidate such assets and to set-off the
proceeds against monies owed by Seller to Buyer, whether under this Agreement,
under a Transaction,


                                       21
<PAGE>

or under any other agreement between the parties, or otherwise, whether or not
such obligations are then due, without prejudice to Buyer's right to recover any
deficiency.

25. CONFIDENTIALITY. This Agreement and its terms, provisions, supplements and
amendments, and notices hereunder, are proprietary to Buyer and shall be held by
Seller (and Seller shall cause Guarantor and the Take-out Purchaser to hold it)
in strict confidence and shall not be disclosed to any third party without the
consent of Buyer except for (i) disclosure to Seller's direct and indirect
affiliates and Subsidiaries, attorneys or accountants, provided that such
entities and Persons likewise agree to be bound by this covenant of
confidentiality or (ii) upon at least 5 Business Days' prior written notice to
Buyer, disclosure required by law, rule, regulation or order of a court or other
regulatory body, which shall not include the Side Letter unless otherwise agreed
by Buyer in writing.

26. CONDITIONS PRECEDENT.

         (a) Prior to entering into the initial Transaction under this
Agreement, Seller shall cause each of the following conditions to occur:

                  (i)      A Custodial Agreement to cover the MH Loans, in a
                           form satisfactory to Buyer, shall have been executed
                           and delivered by the parties thereto.

                  (ii)     The Transaction Documents shall be duly executed and
                           delivered to the parties thereto and be in full force
                           and effect, free of modification, breach or waiver.

                  (iii)    The Transaction Documents shall contain provision
                           that makes the existence of the terms and conditions
                           of the Agreement confidential and proprietary of
                           Buyer.

                  (iv)     Seller shall have paid, or caused to be paid, to
                           Buyer the Upfront Facility Fee.

                  (v)      Buyer shall be satisfied with the results of due
                           diligence performed on a representative sample of MH
                           Loans under Section 36 herein.

                  (vi)     Seller shall have disclosed information satisfactory
                           to Buyer with respect to the scheduled maturities and
                           termination provisions of all outstanding credit
                           facilities and debt of Seller.

                  (vii)    Evidence that all other actions necessary or, in the
                           opinion of Buyer, desirable to perfect and protect
                           Buyer's interest in the Purchased Securities and
                           other Collateral have been taken, including, without
                           limitation, duly executed and filed Uniform
                           Commercial Code financing statements on Form UCC-1.

                  (viii)   A certified copy of Seller's corporate resolutions
                           approving the Transaction Documents and Transactions
                           hereunder (either specifically or by general
                           resolution), and all documents evidencing other
                           necessary corporate action or


                                       22
<PAGE>

                           governmental approvals as may be required in
                           connection with the Transaction Documents have been
                           received by Buyer.

                  (ix)     An incumbency certificate of Seller's corporate
                           secretary certifying the names, true signatures and
                           titles of Seller's representatives duly authorized to
                           request Transactions hereunder and to execute the
                           Transaction Documents and the other documents to be
                           delivered thereunder has been delivered to Buyer.

                  (x)      An opinion of Seller's counsel has been received by
                           Buyer with respect to the matters set forth in
                           Exhibit B, in form and substance acceptable to Buyer.

                  (xi)     A true and correct copy of the Underwriting
                           Guidelines certified by an officer of Seller has been
                           received by Buyer.

         (b) Prior to entering into each Transaction pursuant to this Agreement,
Seller shall cause each of the following to occur:

                  (i)      Buyer or its designee shall have received on or
                           before the day of such Transaction (unless otherwise
                           specified in this Agreement) the following, in form
                           and substance satisfactory to Buyer and (if
                           applicable) duly executed (A) a Transaction Notice
                           delivered pursuant to Section 5(b) hereof and (B)
                           such certificates, opinions of counsel or other
                           documents as Buyer may reasonably request.

                  (ii)     No Default or Event of Default shall have occurred
                           and be continuing.

                  (iii)    Buyer shall not have determined that the introduction
                           of or a change in any requirement of law or in the
                           interpretation or administration of any requirement
                           of law applicable to Buyer has made it unlawful, and
                           no governmental authority shall have asserted that it
                           is unlawful, for Buyer to enter into Transactions
                           with a Pricing Rate based on LIBOR.

                  (iv)     All representations and warranties in the Transaction
                           Documents hereof shall be true and correct on the
                           date of such Transaction.

                  (v)      Prior to the date of any Transaction, Seller shall
                           deliver to Buyer or its designee in escrow, for
                           examination with respect to each proposed MH Loan to
                           be purchased, all Records in Seller's possession
                           pertaining to each MH Loan. If Buyer makes such
                           examination prior to the Purchase Date and identifies
                           any MH Loans which do not satisfy Buyer's
                           underwriting standards, such MH Loans may, at Buyer's
                           option, in Buyer's absolute discretion, be rejected
                           for purchase by Buyer.


                                       23
<PAGE>

                  (vi)     The then aggregate outstanding Purchase Price for all
                           Purchased Securities, when added to the Purchase
                           Price for the requested Transaction, shall not exceed
                           the Maximum Aggregate Purchase Price.

                  (vii)    The Purchase Price for the Purchased Securities in
                           such Transaction shall equal not less than ONE
                           MILLION DOLLARS ($1,000,000).

                  (viii)   A faxed copy of a duly executed and acknowledged
                           Confirmation shall be delivered to Buyer in New York,
                           with the executed and acknowledged original document
                           to be received by Buyer in New York within two (2)
                           Business Days of the Purchase Date.

                  (ix)     With respect to any state for which evidence
                           satisfactory to Buyer has not previously been
                           provided, evidence which, in the reasonable
                           discretion of Buyer, may take the form of an opinion
                           of counsel for Originator to the effect that, with
                           respect to each state in which a Mortgaged Property
                           is located, Originator (i) is qualified to transact
                           business in, and is in good standing under, the laws
                           of such state or is otherwise exempt from such
                           qualification requirement under such laws and (ii)
                           has obtained all licenses required under the laws of
                           such state to originate, sell and service mortgage
                           loans of the same type as the related MH Loans, or is
                           otherwise exempt from such licensing requirements
                           under such laws.

                  (x)      The Custodian shall have delivered an original Trust
                           Receipt (as defined in the Custody Agreement) to the
                           Buyer.

                  (xi)     Seller shall have paid, or caused to be paid, to
                           Buyer the Upfront Facility Fee and any portion of the
                           Commitment Facility Fee then due and payable.

27. REPURCHASE TRANSACTIONS. Buyer may in its sole election engage in repurchase
transactions with the Purchased Securities or otherwise pledge, hypothecate,
assign, transfer or otherwise convey the Purchased Securities with a
counterparty of Buyer's choice; provided, however, that no such transaction by
Buyer shall relieve Buyer of its obligations to Seller in connection with the
repurchase by Seller of any Purchased Securities in accordance with the terms of
this Agreement.

28. NEW YORK JURISDICTION; WAIVER OF JURY TRIAL. SELLER AGREES TO SUBMIT TO THE
EXCLUSIVE GENERAL JURISDICTION IN THE FEDERAL COURTS OF THE UNITED STATES OF
AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK, AND APPELLATE COURTS, IN ANY
ACTION OR PROCEEDING ARISING OUT OF THIS AGREEMENT. BUYER AND SELLER EACH HEREBY
WAIVE THE RIGHT OF TRIAL BY JURY IN ANY LITIGATION ARISING HEREUNDER.

29. FURTHER ASSURANCES. Seller agrees to do such further acts and things and to
execute and deliver to Buyer such additional assignments, acknowledgments,
agreements, powers and instruments as are reasonably required by Buyer to carry
into effect the purposes of the Agreement, to perfect the interests


                                       24
<PAGE>

of the Custodian in the MH Loans and the Related Assets or to better assure and
confirm unto Buyer its rights, powers and remedies hereunder.

30. BINDING TERMS. All of the representations, warranties, covenants,
stipulations, promises and agreements in the Agreement shall bind and inure to
the benefit of the successors of the parties hereto, whether expressed or not.

31. NOTICES AND OTHER COMMUNICATIONS. Any provision of Paragraph 13 of the
Repurchase Agreement to the contrary notwithstanding, any notice required or
permitted by the Agreement shall be in writing (including telegraphic, facsimile
or telex communications) and shall be effective and deemed delivered only when
received by the party to which it is sent; provided, however, that a facsimile
transmission shall be deemed to be received when transmitted so long as the
transmitting machine has provided an electronic confirmation of such
transmission. Any such notice shall be sent to a party at the address or
facsimile transmission number set forth in Annex II attached hereto.

32. FEES AND DISBURSEMENTS; INDEMNIFICATION.

         (a) The Seller agrees to pay on demand (i) all reasonable out-of-pocket
costs and expenses of the Buyer in connection with the preparation, execution,
delivery, administration, modification and amendment of this Agreement
(including, without limitation, (A) all due diligence, collateral review,
syndication, transportation, computer, duplication, appraisal, audit, insurance,
consultant, search, filing and recording fees and expenses and (B) the
reasonable fees and expenses of counsel for the Buyer with respect thereto, with
respect to advising the Buyer as to its rights and responsibilities, or the
perfection, protection or preservation of rights or interests, under this
Agreement, with respect to negotiations with the Seller or with other creditors
of the Seller or any of its Subsidiaries arising out of any Default or any
events or circumstances that may give rise to a Default and with respect to
presenting claims in or otherwise participating in or monitoring any bankruptcy,
insolvency or other similar proceeding involving creditors' rights generally and
any proceeding ancillary thereto, in each case involving the Seller or the
Guarantor), (ii) the commitment fee (including the legal fees and expense) paid
by the Buyer to the Take-out Purchaser pursuant to the Take-out Agreement, and
(iii) all costs and expenses of the Buyer in connection with the enforcement of
this Agreement and the Take-out Agreement, whether in any action, suit or
litigation, any bankruptcy, insolvency or other similar proceeding affecting
creditors' rights generally (including, without limitation, the reasonable fees
and expenses of counsel for the Buyer) whether or not the transactions
contemplated hereby are consummated.

         (b) The Seller agrees to indemnify and hold harmless the Buyer and each
of its respective Affiliates and their officers, directors, employees, agents
and advisors (each, an "Indemnified Party") from and against (and will reimburse
each Indemnified Party as the same is incurred) any and all claims, damages,
losses, liabilities and expenses (including, without limitation, reasonable fees
and expenses of counsel) that may be incurred by or asserted or awarded against
any Indemnified Party, in each case arising out of or in connection with or by
reason of (including, without limitation, in connection with any investigation,
litigation or other proceeding (whether or not such Indemnified Party is a party
thereto) relating to, resulting from or arising out of any of the Transaction
Documents and all other documents related thereto, any breach of a
representation or warranty of Seller or Guarantor or Seller's or


                                       25
<PAGE>

Guarantor's officer in this Agreement or any other Transaction Document, and all
actions taken pursuant thereto) (i) the Transactions, the actual or proposed use
of the proceeds of the Transactions, this Agreement or any of the transactions
contemplated thereby, including, without limitation, any acquisition or proposed
acquisition or (ii) the actual or alleged presence of hazardous materials on any
Property or any environmental action relating in any way to any Property, except
to the extent such claim, damage, loss, liability or expense is found in a
final, non-appealable judgment by a court of competent jurisdiction to have
resulted from such Indemnified Party's gross negligence or willful misconduct.
In the case of an investigation, litigation or other proceeding to which the
indemnity in this Section applies, such indemnity shall be effective whether or
not such investigation, litigation or proceeding is brought by the Seller, its
members, or creditors or an Indemnified Party or any Indemnified Party is
otherwise a party thereto and whether or not the transactions contemplated
hereby are consummated. The Seller also agrees not to assert any claim against
the Buyer or any of its Affiliates, or any of their respective officers,
directors, employees, attorneys and agents, on any theory of liability, for
special, indirect, consequential or punitive damages arising out of or otherwise
relating to the Transaction Documents, the actual or proposed use of the
proceeds of the Transactions, this Agreement or any of the transactions
contemplated thereby. THE FOREGOING INDEMNITY AND AGREEMENT NOT TO ASSERT CLAIMS
EXPRESSLY APPLIES, WITHOUT LIMITATION, TO THE NEGLIGENCE (BUT NOT GROSS
NEGLIGENCE OR WILLFUL MISCONDUCT) OF THE INDEMNIFIED PARTIES.

33. FACILITY FEES.

         (a) Seller agrees to pay to Buyer on the date of execution of this
Agreement, the Upfront Facility Fee, such payment to be made in United States
dollars, in immediately available funds, without deduction, set-off or
counterclaim. The Buyer may, in its sole discretion, net such Upfront Facility
Fee from the proceeds of any Purchase Price payable to the Seller.

         (b) On each Repurchase Date, Seller agrees to pay to the Buyer, 1/12th
of the Commitment Facility Fee, such payment to be made in United States
dollars, in immediately available funds, without deduction, set-off or
counterclaim. The Buyer may, in its sole discretion, net such Commitment
Facility Fee from the proceeds of any Purchase Price payable to the Seller.

34. NO GUARANTY. Seller acknowledges that the obligations of Buyer hereunder or
otherwise are not subject of any guaranty by, or recourse to, any direct or
indirect parent or other affiliate of Buyer.

35. COUNTERPARTS. This Annex I may be executed in any number of counterparts,
each of which shall be an original but such counterparts shall together
constitute but one and the same instrument.

36. DUE DILIGENCE. Buyer shall, from time to time, at Buyer's sole discretion,
perform credit and Loan File and appraisal due diligence. Guarantor will be
responsible for the expense of such due diligence, pursuant to Section 32
herein. Such due diligence may be conducted in connection with a securitization.

37. SERVICER; BACKUP SERVICER; DELIVERY OF SERVICING RIGHTS.


                                       26
<PAGE>

         (a) Origen shall contract service, or cause to be contract serviced,
all MH Loans that are part of the Purchased Securities in accordance with
prudent servicing practices, pending the delivery of such servicing to Buyer,
employing at least the same procedures and exercising the same care that Origen
customarily employs in servicing MH Loans for its own account. Origen shall
notify all servicers of MH Loans of Buyer's interest hereunder and Origen shall
notify Buyer of the name and address of all servicers of MH Loans. Buyer shall
have the right to approve each servicer and the form of all servicing
agreements, which approval shall not be unreasonably withheld. Origen shall hold
or cause to be held all escrow funds collected with respect to such MH Loans in
trust accounts and shall apply the same for the purposes for which such funds
were collected. Upon Buyer's request, Origen shall provide reasonably promptly
to Buyer (i) a letter addressed to and agreed to by each servicer of MH Loans,
in form and substance reasonably satisfactory to Buyer, advising such servicer
of such matters as Buyer may reasonably request, and/or (ii) a recognition
agreement executed by each servicer of MH Loans, in form and substance
reasonably satisfactory to Buyer, in which the servicer recognizes the interest
of Buyer and agrees to follow the instructions of Buyer with respect to the MH
Loans and any related Income with respect thereto. If Origen should discover
that, for any reason whatsoever, Origen or any entity responsible to Origen by
contract for managing or servicing any such MH Loan has failed to perform fully
Origen's obligations under the Transaction Documents or any of the obligations
of such entities with respect to the Purchased Securities, Origen shall promptly
notify Buyer.

         Origen shall establish and maintain a collection account (the
"Collection Account") with the Custodian (or any other depositor institution
acceptable to the Buyer) in the name and in trust for the Buyer, which account
shall be subject to the sole dominion and control of the Buyer.

         Origen shall collect all principal and interest payments, including
partial prepayments and prepayments in full, less servicing fees, and shall hold
such amounts in trust in an account specified by Buyer and in Buyer's name for
the benefit of Buyer unless otherwise directed by Buyer. Origen shall deposit
all such collections into the Collection Account as soon as practicable, but in
no event later than within one (1) Business Day of receipt of such amounts.
Origen shall remit such amounts to Buyer upon Buyer's request. All withdrawals
from the Collection Account shall be at the direction of the Buyer In the event
of an Event of Default, Buyer may appoint another servicer.

         (b) In the event that Origen or its Affiliate is the primary servicer
on any of the MH Loans, Buyer shall have the right to require that a backup
servicer be appointed if Buyer determines in good faith that a back up servicer
is necessary. If any Affiliate of Seller, including Origen, acts as servicer,
such servicer shall be subject to review and approval every 30 days by Buyer.
The backup servicer shall receive a Loan Schedule and Computer Tape of the MH
Loans on a monthly basis and shall balance the aggregate information contained
therein. Any fees and expenses of the backup servicer shall be the
responsibility of Origen.

         (c) Notwithstanding any provision to the contrary herein, Seller
acknowledges and agrees that the Servicing Rights of the MH Loans subject to
Transactions are the property of the Buyer. With respect to the Servicing Rights
of each MH Loan, Seller shall deliver such Servicing Rights to the designee of
Buyer, within 75 days of a Purchase Date, unless otherwise stated in writing by
Buyer; provided that on each Repurchase Date that is subject to a new
Transaction, such delivery requirement is deemed restated


                                       27
<PAGE>

for such new Transaction (and the immediately preceding delivery requirement is
deemed to be rescinded) in the absence of directions to the contrary from Buyer,
and a new 75-day period is deemed to commence as of such Repurchase Date. The
Seller's transfer of the Servicing Rights under this Section shall be in
accordance with customary standards in the industry.


                                       28
<PAGE>

         IN WITNESS WHEREOF, Buyer and Seller 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.

                                   CREDIT SUISSE FIRST BOSTON MORTGAGE
                                   CAPITAL LLC
                                   as Buyer


                                   By /s/ Anthony Giordano
                                      ----------------------------------
                                      Name:  Anthony Giordano
                                      Title: Vice President


                                   ORIGEN SPECIAL HOLDINGS CORPORATION
                                      as Seller


                                   By /s/ W. Anderson Geater, Jr.
                                      ----------------------------------
                                      Name:  W. Anderson Geater, Jr.
                                      Title: Treasurer


Acknowledged:

BINGHAM FINANCIAL SERVICES CORPORATION


By /s/ Ronald A. Klein
   ------------------------------------
   Name:  Ronald A. Klein
   Title: President and CEO


ORIGEN FINANCIAL, INC.


By /s/ W. Anderson Geater, Jr.
   ------------------------------------
   Name:  W. Anderson Geater, Jr.
   Title: Treasurer



<PAGE>

                                    EXHIBIT A

                   REPRESENTATIONS, WARRANTIES AND COVENANTS OF
                                 SELLER, ORIGEN AND GUARANTOR

I. Seller and Guarantor each represent, warrant and covenant, as of the date
hereof and as of each day during the term of the Agreement, as follows:

(a) Due Organization and Qualification. Seller, Origen and Guarantor each is
duly organized and validly existing. Seller, Origen and Guarantor each is duly
qualified to do business, is in good standing and has obtained all necessary
licenses, permits, charters, registrations and approvals (together, "Approvals")
necessary for the conduct of its business as currently conducted and the
performance of its obligations under the Transaction Documents, in each
jurisdiction in which the failure to be so qualified or to obtain such Approvals
would render any MH Loan unenforceable in any respect or would otherwise have a
material adverse effect upon the Market Value of the Purchased Securities or the
ability of the Seller, Origen or Guarantor to perform their respective
obligations under the Transaction Documents.

(b) Power and Authority. Seller, Origen and Guarantor each has all necessary
power and authority to conduct its business as currently conducted, to execute,
deliver and perform its obligations under the Transaction Documents and to
consummate the Transactions.

(c) Due Authorization. The execution, delivery and performance of the
Transaction Documents by Seller, Origen or Guarantor has been duly authorized by
all necessary action and do not require any additional approvals or consents or
other action by or any notice to or filing with any Person except for filing and
recordings with respect to the liens created pursuant to the Transaction
Documents.

(d) Noncontravention. None of the execution and delivery of the Transaction
Documents by Seller, Origen or Guarantor, the consummation of the transactions
contemplated thereby or the satisfaction of the terms and conditions of the
Transaction Documents:

         (i) conflicts with or results in any breach or violation of any
provision of the charter or bylaws or similar organizational documents of
Seller, Origen or Guarantor or any law, rule, regulation, order, writ, judgment,
injunction, decree, determination or award currently in effect having
applicability to Seller, Origen, Guarantor or any of Seller's, Origen's or
Guarantor's properties, including regulations issued by an administrative agency
or other governmental authority having supervisory powers over Seller, Origen or
Guarantor;

         (ii) constitutes a default by Seller under or a breach of any provision
of any loan agreement, mortgage, indenture or other agreement or instrument to
which Seller, Origen, Guarantor or any of Seller's, Origen's or Guarantor's
affiliates is a party or by which Seller, Origen or Guarantor or any of
Seller's, Origen's or Guarantor properties is or may be bound or affected; or



<PAGE>

         (iii) results in or requires the creation of any lien upon or in
respect of any of the assets of Seller, Origen or Guarantor or Seller's,
Origen's or Guarantor's affiliates except as otherwise expressly contemplated by
the Transaction Documents.

(e) Legal Proceedings. There is no action, proceeding or investigation by or
before any court, governmental or administrative agency or arbitrator against or
affecting all or any of the Purchased Securities, Seller, Origen, Guarantor or
any of their affiliates, or any properties or rights of Seller, Origen or
Guarantor or any of their affiliates, pending or threatened, which, in any case,
if decided adversely, would have a material adverse effect with respect to the
Market Value of the Purchased Securities or the ability of the Seller, Origen or
Guarantor to perform their respective obligations under the Transaction
Documents.

(f) Valid and Binding Obligations. Each of the Transaction Documents to which
Seller, Origen or Guarantor is a party when executed and delivered by Seller,
Origen or Guarantor will constitute the legal, valid and binding obligations of
Seller, Origen or Guarantor, enforceable in accordance with their respective
terms, except as such enforceability may be limited by bankruptcy, insolvency,
reorganization, moratorium or other similar laws affecting creditors" rights
generally or creditors of national banks and subject, as to the enforcement of
remedies, including the remedy of specific performance and injunctive and other
forms of equitable relief which may be subject to certain equitable defenses and
to the discretion of the court before which any proceeding may be brought, to
general principles of equity whether the enforceability is considered in a
proceeding at law or in equity.

(g) Financial Statements. The Financial Statements of Guarantor, copies of which
have been furnished to Buyer, (i) present fairly the financial condition and
results of operations of Guarantor as of the dates and for the periods indicated
and (ii) have been prepared in accordance with generally accepted accounting
principles consistently applied, except as noted therein (subject as to interim
statements to normal year-end adjustments). Since the date of the most recent
Financial Statements, there has been no material adverse change in such
financial condition or results of operations. Except as disclosed in the
Financial Statements, neither Guarantor nor Seller is subject to any contingent
liabilities or commitments that, individually or in the aggregate, would have a
material adverse change in the business or operations of the Guarantor or the
Seller if such contingency were to occur.

(h) ERISA. Seller, Origen and Guarantor each is in compliance with ERISA and has
not incurred and does not reasonably expect to incur any liabilities to the PBGC
under ERISA in connection with any Plan or Multiemployer Plan or to contribute
now or in the future in respect of any Plan or Multiemployer Plan.

(i) Accuracy of Information. None of the documents or information provided by
Seller, Origen or Guarantor to Buyer in connection with the Agreement or the
Transactions thereunder contain any statement of material fact with respect to
Seller, Origen, Guarantor or the Transactions that was untrue or misleading in
any material respect when made. Since the furnishing of such documents or
information, there has been no change, nor any development or event involving a
prospective change known to Seller, Origen or Guarantor that would render any of
such documents or information untrue or misleading in any material respect.


<PAGE>

(j) Compliance With Law, Etc. No practice, procedure or policy employed or
proposed to be employed by Seller in the conduct of its businesses violates any
law, regulation, judgment, agreement, order or decree applicable to it which, if
enforced, would result in a material adverse effect upon the Market Value of the
Purchased Securities or the ability of the Seller, Origen or Guarantor to
perform their respective obligations under the Transaction Documents.

(k) Solvency; Fraudulent Conveyance. Each of Seller, Origen and Guarantor is
solvent and will not be rendered insolvent by the Transaction and, after giving
effect to such Transaction, neither Guarantor, Origen nor Seller will be left
with an unreasonably small amount of capital with which to engage in its
business. Seller does not intend to incur, or believe that it, Origen or
Guarantor has incurred, debts beyond its ability to pay such debts as they
mature. Neither Guarantor, Origen nor Seller is contemplating the commencement
of insolvency, bankruptcy, liquidation or consolidation proceedings or the
appointment of a receiver, liquidator, conservator, trustee or similar official
in respect of Seller, Origen or Guarantor or any of their assets. The amount of
consideration being received by the Seller upon the sale of the Purchased
Securities to Buyer and thereafter upon the sale of any Purchased Securities by
the Seller to the Buyer constitutes reasonably equivalent value and fair
consideration for such Purchased Securities. Seller is not transferring any
Purchased Securities with any intent to hinder, delay or defraud any of its
creditors.

(l) Investment Company Act Compliance. Seller is neither required to be
registered as an "investment company" as defined under the Investment Company
Act nor under the control of an "investment company" as defined under the
Investment Company Act.

(m) Taxes. Seller, Origen and Guarantor have filed all federal and state tax
returns that are required to be filed and paid all taxes, including any
assessments received by Seller, Origen and Guarantor, to the extent that such
taxes have become due (other than those being contested in good faith and for
which adequate reserves have been established). Any taxes, fees and other
governmental charges payable by Seller in connection with the Transaction and
the execution and delivery of the Transaction Documents have been paid.

(n) Chief Executive Office: The chief executive office of the Seller is
located at 260 East Brown, Suite 200, Birmingham, Michigan 48009.

(o) Perfection of Liens and Security Interest. The lien and security interest in
favor of the Buyer with respect to the Purchased Securities will be perfected by
(i) the delivery of the Purchased Securities to the Custodian, which Purchased
Securities the Custodian will hold on behalf of the Buyer, (ii) the filing of
financing statements on Form UCC-1 and recording of any assignment of mortgage
in the appropriate jurisdiction or jurisdiction where such recording or filing
is necessary for the perfection of the security interest in favor of the Buyer,
and no other filings in any jurisdiction or any other actions (except as
expressly provided herein) are necessary to perfect the Buyer's first priority
lien on and security interest in the Purchased Securities as against any third
parties.

(p) No Broker. Neither the Seller, Origen nor the Guarantor has dealt with any
broker, investment banker, agent, or other person, except for the Buyer, who may
be entitled to any commission or compensation in connection with the sale of
Purchased Securities pursuant to this Agreement; provided,

<PAGE>

that if Seller, Origen or Guarantor has dealt with any broker, investment
banker, agent, or other person, except for the Buyer, who may be entitled to any
commission or compensation in connection with the sale of the Purchased
Securities pursuant to this Agreement, such commission or compensation shall
have been paid in full by Seller, Origen or Guarantor, as applicable.

II. Seller, Origen and Guarantor hereby agree that during the term of
the Agreement, unless Buyer shall otherwise expressly consent in writing:

(a) Compliance With Agreements and Applicable Laws. Each of Seller, Origen or
Guarantor shall perform each of its obligations under the Transaction Documents
and shall comply in all material respects with all requirements of any law, rule
or regulation applicable to it or thereto (including any minimum regulatory
capital requirements), or that are required in connection with its performance
under any of the Transaction Documents and cause the Collateral to comply in all
material respects with all applicable rules, regulations and other laws.

(b) Financial Statements: Accountants' Reports: Other Information. Guarantor
shall keep or cause to be kept, in reasonable detail, to the Buyer, and such
others as reasonably determined by the Buyer, books and records of account of
its and Seller's assets and business and shall clearly reflect therein the
transfer of Purchased Securities to the Buyer. During the term of this
Repurchase Agreement, Guarantor shall furnish or cause to be furnished to Buyer:

         (i)      Annual Financial Statements. As soon as available, and in any
                  event within 90 days after the close of each fiscal year of
                  Seller and Guarantor, the consolidated audited financial
                  statements of Seller and Guarantor as of the end of such
                  fiscal year, in reasonable detail and stating in comparative
                  form the respective figures for the corresponding date and
                  period in the preceding fiscal year, prepared in accordance
                  with generally accepted accounting principles, consistently
                  applied, and accompanied by the certificate of Seller's
                  independent accountants (who shall be, in each case, a
                  nationally recognized firm or otherwise acceptable to Buyer).

         (ii)     Quarterly Financial Statements. As soon as available, and in
                  any event within 45 days after the close of each of the first
                  three quarters of each fiscal year of Guarantor, the unaudited
                  quarterly financial statements of Seller and Guarantor as of
                  the end of such quarter, in reasonable detail and stating in
                  comparative form the respective figures for the corresponding
                  date and period in the preceding fiscal year, prepared in
                  accordance with generally accepted accounting principles,
                  consistently applied (subject to normal year-end adjustments).

         (iii)    Loan Performance Data. Monthly reports in form and scope
                  satisfactory to Buyer, setting forth data regarding the
                  performance of the Purchased Securities, including, without
                  limitation, information with respect to delinquencies,
                  repossessions, charge-offs, Obligor bankruptcies, extensions
                  and modifications and such other information as Buyer may
                  request. Daily reports via e-mail to Buyer setting forth data
                  regarding the performance of the Purchased Securities in form
                  and substance similar to those prepared by the Servicer

<PAGE>

                  in the ordinary course of its servicing of loans similar to
                  the Purchased Securities that are subject to securitizations.

         (iv)     Monthly Servicing Diskettes. A computer tape and a diskette
                  (or any other electronic transmission acceptable to Buyer) in
                  a format acceptable to the Buyer containing such information
                  with respect to the Purchased Securities and the servicing of
                  the Purchased Securities as Buyer may request.

         (v)      Monthly Certification. Seller shall cause Guarantor to execute
                  a monthly certification substantially in the form of Exhibit E
                  to the Additional Supplemental Terms.

         (vi)     Material Events and Licensing Issues. Notice of material
                  events or potential or existing Events of Default and any
                  licensing renewal problems and revocations.

         (vii)    Litigation Summary. Reports summarizing pending or future
                  threatened litigation involving Seller or Guarantor, in excess
                  of $100,000 or $500,000, respectively, or which has the
                  potential for judgment in excess of $100,000 or $500,000,
                  respectively, if no specified damages are set forth therein.

         (viii)   Other Information. On a quarterly or more frequent basis,
                  unless otherwise required pursuant to the terms of the
                  Transaction Documents or reasonably requested otherwise by
                  Buyer, copies of all reports, statements, certifications, or
                  other similar items required to be delivered to or by Seller
                  pursuant to the terms of the Transaction Documents, and
                  promptly upon request, such other data as Buyer may reasonably
                  request. Upon the request of Buyer, Seller and Guarantor shall
                  permit the Take-out Purchaser to inspect the books and records
                  of Seller and Guarantor as they may relate to the Purchased
                  Securities and provide access to any documents related
                  thereto. Upon the request of Buyer, Seller and Guarantor shall
                  permit Buyer or its authorized agents (A) to inspect the books
                  and records of Seller and Guarantor as they may relate to the
                  Purchased Securities, the obligations of Seller and Guarantor
                  under the Transaction Documents, the Transactions and Seller's
                  or Guarantor's business; (B) to discuss the affairs, finances
                  and accounts of Seller with its respective chief operating
                  officer and chief financial officer, in each case on an
                  annually or more frequent basis, unless an Event of Default
                  has occurred; and (C) to discuss the affairs, finances and
                  accounts of Seller or Guarantor with its independent
                  accountants, provided that an officer of Seller or Guarantor
                  shall have the right to be present during such discussions.
                  Such inspections and discussions shall be conducted during
                  normal business hours upon reasonable prior notice and shall
                  not unreasonably disrupt the business of Seller or Guarantor.
                  In addition, Seller or Guarantor shall on a quarterly or more
                  frequent basis, unless reasonably requested otherwise by
                  Buyer, provide to Buyer a copy of all correspondence between
                  Seller or Guarantor and the PBGC, Internal Revenue Service,
                  Department of Labor or the administrators of a Multiemployer
                  Plan relating to any Reportable Event or the underfunded
                  status, termination or possible termination of a Plan or a
                  Multiemployer Plan. The books and records of Seller and

<PAGE>

                  Guarantor will be maintained at the respective addresses
                  designated herein for receipt of notices, unless Seller or
                  Guarantor shall otherwise advise Buyer in writing.

         (viii)   Government Information. On a quarterly or more frequent basis,
                  unless reasonably requested otherwise by Buyer, Seller shall
                  deliver to Buyer copies of all proxy statements, financial
                  statements, reports and registration statements which Seller
                  files, or delivers to the Securities and Exchange Commission,
                  or any other federal, state or foreign government agency,
                  authority or body which supervises the issuance of securities
                  by Seller or any national securities exchange.

(c) Compliance Certificate. (1) Seller shall deliver to Buyer concurrently with
the delivery of the annual and quarterly financial statements required by
paragraphs II.(b)(i) and II.(b)(ii) of this Exhibit A a certificate signed by
the chief financial officer, president or treasurer of Seller stating that:

                  (i) a review of Seller's performance under the Transaction
         Documents during such period has been made under such officer's
         supervision; and

                  (ii) the attached financial reports are complete and correct
         in all material respects and present fairly the financial condition and
         results of operations of Seller as of the dates and for the periods
         indicated, in accordance with generally accepted accounting principles
         consistently applied (subject as to interim statements to normal
         year-end adjustments).

         (2) Seller shall deliver to Buyer monthly a certificate signed by the
chief financial officer of Seller stating that no Default or Event of Default
has occurred, or if a Default or Event of Default has occurred, specifying the
nature thereof and, if Seller has a right to cure any such Default or Event of
Default, stating in reasonable detail the steps, if any, being taken by Seller
to cure such Default or Event of Default or to otherwise comply with the terms
of the agreement to which such Default or Event of Default relates.

(d) Notice of Material Events. Seller shall, and shall cause Guarantor or Origen
to, promptly inform (unless, in the case of clause (i) only, prohibited by
applicable law) Buyer in writing of the occurrence of any of the following:

         (i) the submission of any claim or the initiation of any legal process,
litigation or administrative or judicial investigation (A) against Seller,
Origen or Guarantor pertaining to the Purchased Securities in general, (B) with
respect to a portion of the Purchased Securities or (C) in which a request has
been made for certification as a class action (or equivalent relief) that would
involve a portion of the Purchased Securities;

         (ii) any change in the location of Seller's principal office or any
change in the location of Seller's books and records;

         (iii) the occurrence of any Default, Event of Default or breach by the
Seller, Origen or Guarantor of any obligation under any Transaction Document, or
the occurrence or existence of any event

<PAGE>

or circumstance that Seller reasonably expects will with the passage of time
become a Default, Event of Default or such a default or breach by Seller, Origen
or Guarantor;

         (iv) any other event, circumstance or condition that has resulted, or
is reasonably likely of resulting, in a material adverse effect upon the
financial or operational condition of Seller, Origen or Guarantor;

         (v) any material change in the insurance coverage required of the
Seller, Origen or Guarantor pursuant to any Transaction Document, with copy of
evidence of same attached;

         (vi) any material change in accounting policies or financial reporting
practices of the Seller, Origen or Guarantor;

         (vii) any material amendment to the Underwriting Guidelines or buying
practices pursuant to which any of the Purchased Securities are originated or
acquired; or

         (viii) any material dispute, litigation, investigation, proceeding or
suspension between Seller, Origen or Guarantor on the one hand, and any other
Person on the other.

(e) Further Assurances. Seller will file or cause to be filed all necessary
financing statements, assignments or other instruments, and any amendments or
continuation statements relating thereto, necessary to be kept and filed in such
manner and in such places as may be required by law to preserve and protect
fully the lien on and first priority security interest in the MH Loans.

(f) Independent Entity. Each of Seller, Origen and Guarantor is a separate and
independent entity from the Custodian named in the Custodial Agreement, does not
own a controlling interest in such Custodian either directly or through
affiliates, and no director or officer of Seller, Origen or Guarantor is also a
director or officer of Custodian.

(g) Existence. Each of Seller, Origen and Guarantor shall preserve and maintain
its existence, rights, franchises and privileges and shall at all times continue
to be duly organized under the laws of the jurisdiction of its organization, and
qualify and remain qualified in good standing in each jurisdiction where the
failure to preserve and maintain such existence, rights, franchises, privileges
and qualifications would have a reasonable likelihood of having a material
adverse effect on the business or properties of Seller, Origen or Guarantor.

(h) Maintenance of Licenses. Seller, Origen and Guarantor shall maintain all
licenses, permits, charters and registrations as are material to the performance
by Seller, Origen or Guarantor of Seller, Origen or Guarantor's business or its
obligations under the Transaction Documents.

(i) Regulation T. None of the Purchase Price for any Purchased Securities will
be used either directly or indirectly to acquire any security, as that term is
defined in Regulation T of the Regulations of the Board of Governors of the
Federal Reserve System, and the Seller has not taken any action that might cause
any Transaction to violate any regulation of the Federal Reserve Board.

<PAGE>

(j) Keeping of Records and Books of Account. Seller shall maintain and implement
administrative and operating procedures (including, an ability to recreate
records evidencing the Purchased Securities in the event of the destruction of
the originals thereof), and shall keep and maintain, or cause to be kept or
maintained, all documents, books, records and other information which are
necessary or advisable in accordance with prudent industry practice and custom
for transactions of this type for the collection of all Purchased Securities.
Seller shall maintain or cause to be maintained at all times accurate and
complete books, records and accounts relating to the Purchased Securities, which
books and records shall be marked to indicate the transfer of the Purchased
Securities under the Agreement. Each Confirmation, the Repurchase Agreement, the
Custodial Agreement, and the Servicing Agreement have been and shall be,
continuously, from the time of their execution, an official record of Seller.

(k) Defense of Title. Seller warrants and will defend, and shall cause
Guarantor, Origen and any servicer to defend, the right, title and interest of
Buyer in and to all Collateral against all adverse claims and demands, except
any adverse claims and demands arising from actions of the Buyer.

(l) Preservation of Collateral; Collateral Value. Seller shall, and shall cause
the Guarantor and Origen to, do all things necessary to preserve the Collateral
so that it remains subject to a first priority perfected security interest
hereunder. Seller will not allow (and will cause the Guarantor and Origen to not
allow) any default for which Seller, Origen or Guarantor are responsible to
occur under any Collateral or any Transaction Documents and Seller shall, and
shall cause the Guarantor and Origen to, fully perform or cause to be performed
when due all of its obligations under any Collateral or the Transaction
Documents.


(m) Maintenance of Tangible Net Worth. The Guarantor shall not permit its
Tangible Net Worth at any time to be less than the sum of (a) $10,000,000 plus
(2) for each fiscal quarter ending after March 31, 2001, 50% of its positive
consolidated net income as adjusted to step-up on a quarterly basis; provided,
however, the Tangible Net Worth requirement hereunder may not be reduced from
the amount required at the previous fiscal quarter end.

(n) Total Liabilities to Tangible Net Worth. On or following December 31, 2001,
the Guarantor shall not permit the Total Liabilities to Tangible Net Worth Ratio
of Guarantor to exceed 12:1.

(o) Current Ratio. The Guarantor shall not permit the ratio of Guarantor's
current assets to current liabilities (each as determined on a consolidated
basis in accordance with GAAP) to be less than 1:1.

(p) Underwriting Guidelines. Origen shall not modify, amend, supplement or
replace the Underwriting Guidelines in a manner that could reasonably be
expected to have a material adverse effect on the Market Value of the related
Purchased Securities without the prior written consent of Buyer.

(q) Retention of Equity or Debt Proceeds. Unless the proceeds are used by
Guarantor to fund its operational expenses or pay down its debt, Guarantor or
any of its subsidiaries shall retain 100% of the aggregate net proceeds received
from the issuance of any equity or debt offerings by the Guarantor or any of its
subsidiaries.

<PAGE>

(r) No Debt by Seller. Seller shall not incur any debt (including entering into
any other repurchase arrangement) or permit any Person other than the Buyer to
have a lien on any of the Seller's assets.

<PAGE>

                                    EXHIBIT B

                          OPINION OF COUNSEL TO SELLER

<PAGE>

                                    EXHIBIT C

                             UNDERWRITING GUIDELINES

<PAGE>

                                  EXHIBIT D

         REPRESENTATIONS AND WARRANTIES OF SELLER REGARDING MH LOANS

Seller makes the following representations and warranties with respect to each
MH Loan as of each Purchase Date with respect to such MH Loan, which
representations and warranties shall survive the transfer of each such MH Loan
to Buyer pursuant to the Repurchase Agreement:

(a) Transaction Notices as Described. The information set forth in the
applicable Transaction Notice is complete, true and correct.

(b) Payments. As of the initial Purchase Date with respect to any MH Loan, such
MH Loan is not delinquent in excess of 30 days.

(c) No Waivers. The terms of the MH Loan have not been waived, altered or
modified in any respect, except by instruments or documents identified in the
Transaction Notice.

(d) Binding Obligation. The MH Loan is the legal, valid and binding obligation
of the Obligor thereunder and is enforceable in accordance with its terms,
except as such enforceability may be limited by laws affecting the enforcement
of creditors' rights generally. All parties to each MH Loan had legal capacity
to enter into such MH Loan and to execute and deliver such MH Loan, and the MH
Loans have been duly and properly executed by such parties.

(e) No Outstanding Charges. There are no material defaults in complying with the
terms of the Mortgage, and all taxes, governmental assessments, insurance
premiums, water, sewer and municipal charges, leasehold payments or ground rents
which previously became due and owing have been paid, or an escrow of funds has
been established in an amount sufficient to pay for every such item which
remains unpaid and which has been assessed but is not yet due and payable.
Seller has not advanced funds, or induced, solicited or knowingly received any
advance of funds by a party other than the mortgagor, directly or indirectly,
for the payment of any amount required under the MH Loan, except for interest
accruing from the date of the Note or date of disbursement of the MH Loan
proceeds, whichever is greater, to the day which precedes by one month the due
date of the first installment of principal and interest.

(f) Original Terms Unmodified. The terms of the MH Loans have not been impaired,
waived, altered or modified in any respect, except by a written instrument which
has been recorded, if necessary to protect the interests of Buyer and which has
been delivered to Buyer or its designee (including the Custodian) and such terms
have not been impaired or waived except as otherwise disclosed to the Buyer. The
substance of any such waiver, alteration or modification has been approved by
the issuer of any related PMI policy and the title insurer, to the extent
required by the policy, and its terms are reflected on the Loan Schedule
attached to the Repurchase Agreement. No mortgagor has been released, in whole
or in part, except in connection with an assumption agreement approved by the
issuer of any related PMI policy and the title insurer, to the extent required
by the policy, and which assumption agreement is included in the Loan

<PAGE>


Documents delivered to Buyer or its designee (including the Custodian) and the
terms of which are reflected in the Loan Schedule attached to the related
Transaction Notice.

(g) No Defenses. The MH Loan is not subject to any right of rescission, set-off,
counterclaim or defense, including without limitation the defense of usury, nor
will the operation of any of the terms of the MH Loan, or the exercise of any
right thereunder, render the MH Loan unenforceable, in whole or in part, or
subject to any right of rescission, set-off, counterclaim or defense, including
without limitation the defense of usury, and no such right of rescission,
set-off, counterclaim or defense has been asserted with respect thereto.

(h) Insurance Policies in Effect. The fire and casualty insurance policy
covering the Manufactured Home and, with respect to Land-and Home Contract, the
Mortgaged Property (1) affords (and will afford) sufficient insurance against
fire and such other risks as are usually insured against in the broad form of
extended coverage insurance from time to time available, as well as insurance
against flood hazards if the Mortgaged Property is located in an area identified
by the Federal Emergency Management Agency as having special flood hazards; (2)
is a standard policy of insurance for the locale where the Mortgaged Property is
located, is in full force and effect, and the amount of the insurance is in the
amount of the full insurable value of the Mortgaged Property on a replacement
cost basis or the unpaid balance of the MH Loans, whichever is less; (3) names
(and will name) the present owner of the Mortgaged Property as the insured; and
(4) contains a standard mortgagee loss payable clause in favor of Seller or the
servicer. The Mortgage obligates the mortgagor thereunder to maintain the hazard
insurance policy at the mortgagor's cost and expense, and to seek reimbursement
therefor from the mortgagor. Seller has not engaged in, and has no knowledge of
the mortgagor's or any other party's having engaged in, any act or omission
which would impair the coverage of any such policy, the benefits of the
endorsement provided for herein, or the validity and binding effect of either.

(i) Origination. The MH Loan was originated by a manufactured housing dealer,
broker or correspondent and purchased by Origen or originated or acquired by
Origen directly, in the regular course of its business.

(j) Lawful Assignment. The MH Loan was not originated in and is not subject to
the laws of any jurisdiction whose laws would make the transfer of the MH Loan
pursuant to this Agreement unlawful or render the Contract unenforceable.

(k) Compliance with Applicable Laws. Any and all requirements of any federal,
state or local law including, without limitation, usury, truth-in-lending, real
estate settlement procedures, consumer credit protection, equal credit
opportunity or disclosure laws applicable to the MH Loan have been complied with
including, without limitation, the Home Ownership and Equity Protection Act of
1994, and Seller shall maintain in its possession, available for Buyer's
inspection, and shall deliver to Buyer upon demand, evidence of compliance with
all such requirements.

(l) Contract in Force. The MH Loan has not been satisfied or subordinated in
whole or in part or rescinded, and the Manufactured Home securing the MH Loan
has not been released from the lien of the MH Loan in whole or in part.



<PAGE>

(m) No Satisfaction of Mortgage. The Mortgage has not been satisfied, canceled,
subordinated or rescinded, in whole or in part, and the Mortgaged Property has
not been released from the lien of the Mortgage, in whole or in part, nor has
any instrument been executed that would effect any such release, cancellation,
subordination or rescission.

(n) Reserved.

(o) Valid First Lien. Each Land-and-Home Contract is a valid, subsisting and
enforceable first lien on the Mortgaged Property and Manufactured Home,
including all buildings on the Mortgaged Property and all installations and
mechanical, electrical, plumbing, heating and air conditioning systems located
in or annexed to such buildings, and all additions, alterations and replacements
made at any time with respect to the foregoing. The lien of the Land-and-Home
Contract is subject only to:

                  (1)      the lien of current real property taxes and
                           assessments not yet due and payable;

                  (2)      covenants, conditions and restrictions, rights of
                           way, easements and other matters of the public record
                           as of the date of recording acceptable to mortgage
                           lending institutions generally and specifically
                           referred to in the lender's title insurance policy
                           delivered to the originator of the MH Loan and (i)
                           referred to or to otherwise considered in the
                           appraisal made for the originator of the MH Loan or
                           (ii) which do not adversely affect the appraised
                           value of the Mortgaged Property or Manufactured Home
                           set forth in such appraisal; and

                  (3)      other matters to which like properties are commonly
                           subject which do not materially interfere with the
                           benefits of the security intended to be provided by
                           the MH Loan or the use, enjoyment, value or
                           marketability of the related Mortgaged Property or
                           Manufactured Home.

Any security agreement, chattel mortgage or equivalent document related to and
delivered in connection with the MH Loan establishes and creates a valid,
subsisting and enforceable first lien and first priority security interest on
the property described therein and Seller has full right to pledge, sell,
transfer, and assign the same to Buyer or its designee (including the
Custodian).

(p) Good Title. In the case of a MH Loan purchased from a manufactured housing
dealer, the Seller purchased the MH Loan for fair value and took possession
thereof in the ordinary course of its business, without knowledge that the MH
Loan was subject to a security interest. Immediately prior to the transfer of
the MH Loan by the Seller to the Buyer under the terms of this Agreement, the
Seller had good and marketable title thereto free and clear of any encumbrance,
equity, loan, pledge, charge, claim or security interest and was the sole owner
thereof with full right to transfer the MH Loan to the Seller. With respect to
any MH Loan bearing a stamp indicating that such MH Loan has been sold to
another party, such other party's interest in such MH Loan has been released.

(q) No Defaults. There is no default, breach, violation or event permitting
acceleration existing under the MH Loan and no event which, with notice and the
expiration of any grace or cure period, would

<PAGE>

constitute such a default, breach, violation or event permitting acceleration
under such MH Loan. The Seller has not waived any such default, breach,
violation or event permitting acceleration. The related Manufactured Home is
free of damage and is in good repair. No Manufactured Home has suffered damage
that is not covered by a hazard insurance policy, including, but not limited to,
hurricanes, earthquakes, floods, tornadoes, straight-line winds, sinkholes,
mudslides, volcanic eruptions and other natural disasters.

(r) Equal Installments. Each MH Loan has a fixed-rate Contract Rate which
provides for level monthly payments which fully amortize the loan over its term.

(s) WAC. The weighted average coupon of all MH Loans subject to Transactions is
not less than the WAC Sublimit Amount.

(t) Qualified Mortgage. The MH Loan represents a "qualified mortgage" within the
meaning of Section 860G(a)(3) of the Code. The Seller represents and warrants
that, either as of the date of origination or the Purchase Date, the fair market
value of the property securing each MH Loan was not less than 80% of the
"adjusted issue price" (within the meaning of the REMIC Provisions) of such MH
Loan.

(u) Land-and-Home Contracts: No MH Loan other than a Land-and-Home Contract is
secured, or intended to be secured, in whole or in part by the lien of a
mortgage or deed of trust creating a first lien on an estate in fee simple in
the real property.

(v) Financing of Real Property: No MH Loan other than a Land-and-Home Contract
has financed any amount in respect of real property.

(w) LTV. No MH Loan had a loan-to-value ratio at origination in excess of 100%.
The weighted average loan-to-value ratio at origination of all MH Loans subject
to Transactions is no greater than the WLTV Sublimit Amount.

(x) Customary Provisions. The Mortgage or Contract contains customary and
enforceable provisions such as to render the rights and remedies of the holder
thereof adequate for the realization against the collateral of the benefits of
the security provided thereby, including, (i) in the case of a Mortgage
designated as a deed of trust, by trustee's sale, and (ii) otherwise by judicial
foreclosure. There is no homestead or other exemption available to a mortgagor
which would interfere with the right to sell the collateral at a trustee's sale
or the right to foreclose the Mortgage or Contract.

(y) Environmental Matters. With respect to each Land-and-Home Contract, the
mortgaged property is free from any and all toxic or hazardous substances and
there exists no violation of any local, state or federal environmental law, rule
or regulation.

(z) Soldiers and Sailors Civil Relief Act of 1940. The mortgagor has not
notified the Seller and the Seller has no knowledge of any relief requested or
allowed to the mortgagor under the Soldiers and Sailors Civil Relief Act of
1940.

<PAGE>

(aa) No Predatory Lending. The originator of each MH Loan did not engage in
Predatory Lending Practices in connection with the origination of any MH Loan.

(bb) Homeownership and Equity Protection Act of 1994. No MH Loan is subject to
the Homeownership and Equity Protection Act of 1994.

(cc) No Fraud. No misrepresentation of a material fact or fraud with respect to
any MH Loan has taken place on the part of the applicable mortgagee or
mortgagor, and there was no fraud by the appraiser, any builder or developer, or
any other party involved in the origination of any such MH Loan.

(dd) Prepaid Finance Charge. When measured by the outstanding principal balance
of the MH Loans, the weighted average amount (expressed as a percentage of the
unpaid principal balance of the MH Loans at origination) of Financed Prepaid
Finance Charges does not exceed the WFPFC Sublimit Amount.

(ee) Remaining Term. No MH Loan has a remaining term to maturity in excess of
360 months.

(ff) Credit Score. The weighted average Fair Isaacs credit score of the related
Obligors of all MH Loans subject to Transactions is not less than the WFICO
Sublimit Amount.

(gg) No Bulk Purchases. The acquisition by Origen of any MH Loan was not subject
to bulk transfer or any similar statutory provisions in effect in any applicable
jurisdiction.

(hh) SMMEA. The related Manufactured Home is a "manufactured home" within the
meaning of 42 United States Code, Section 5402(6). Each manufactured housing
dealer from whom the Servicer purchased such Contract, if any, was then approved
by the Servicer in accordance with the requirements of the Secretary of Housing
and Urban Development set forth in 24 CFR Section 201.27. At the origination of
each Contract, the Servicer was approved for insurance by the Secretary of
Housing and Urban Development pursuant to Section 2 of the National Housing Act.

<PAGE>

                                    EXHIBIT E

                        MONTHLY COMPLIANCE CERTIFICATION

I, ________________, ______________ of Origen Financial, inc. (the "Company"), a
____________________corporation, do hereby certify that:

         (i) the Company is in compliance with all provisions and terms of the
Master Repurchase Agreement, dated______, 2001 (the "Repurchase Agreement"), by
and between Credit Suisse First Boston Mortgage Capital LLC ("Buyer") and Origen
Special Holdings Corporation ("Seller") and the Additional Supplemental Terms to
the Repurchase Agreement, dated as of______, 2001 (the "Additional Terms"), by
and between Seller and Buyer;

         (ii) the Company's Tangible Net Worth is not less than $10,000,000
pursuant to Section 17(b)(xv) of the Additional Terms;

         (iii) [ONLY IF ON OR FOLLOWING 12/31/01] the Total Liabilities to
Tangible Net Worth Ratio of the Company does not exceed 12:1. pursuant to
Section 17(b)(xv) of the Additional Terms;

         (iv) The ratio of Company's current assets to current liabilities (each
as determined on a consolidated basis in accordance with GAAP) is not less than
1:1 pursuant to Section 17(b)(xv) of the Additional Terms;

         [(v) [FOR EACH STATE IN WHICH A MH LOAN IS ORIGINATED] The Originator
of the MH Loans is qualified to do business in [STATE] or is exempt from
qualifying to do business in [STATE] based on advice dated_________;]

         (vi) the Company has not modified, amended, supplemented or replaced
its underwriting guidelines in a manner that could reasonably be expected to
have a material adverse effect on the Market Value of the related Purchased
Securities, except with respect to any such modification, amendment, supplement
or replacement approved by Buyer in writing;

         (vi) if the Company has modified, amended, supplemented or replaced its
underwriting guidelines, the Company has delivered an updated or revised copy of
its underwriting guidelines to the Buyer.

         IN WITNESS WHEREOF, I have signed this certificate and affixed the seal
of the Company

Date:________,____

                                              By:_________________________
                                              Name:_______________________
[SEAL]                                        Title:________________________

<PAGE>

         I, __________________, _________________ of the Company do hereby
certify that ____________________is the duly elected or appointed, qualified and
acting__________________ of the Company, and the signature set forth above is
the genuine signature of such officer in the date hereof.


                                              By:_________________________
                                              Name:_______________________
                                              Title:________________________

<PAGE>

                                   EXHIBIT F

                      AUTHORIZED REPRESENTATIVES OF SELLER


                  Name                                        Title

Mark Landschulz                                      Vice President

Douglas Buchanan                                     Assistant Treasurer

Ronald Klein                                         President

<PAGE>

                                    EXHIBIT G

                           FORM OF TRANSACTION NOTICE


Credit Suisse First Boston Mortgage Capital LLC
11 Madison Avenue
New York, New York  10010
Attention:____________________________
Transaction No._____

Ladies and Gentlemen:

         The undersigned executes and delivers this notice ("Notice") pursuant
to the requirements of the Master Repurchase Agreement, dated as of May __,
2001, between Credit Suisse First Boston Mortgage Capital LLC ("Buyer") and
Origen Special Holdings Corporation ("Seller"), as amended by Annex I (the
"Repurchase Agreement"), in connection with the submission for sale thereunder
on__________, 200_ (the "Purchase Date") of the Purchased Securities identified
on the Loan Schedule each delivered herewith and the delivery of the related
Loan Files to Custodian pursuant to the Custody Agreement. All capitalized terms
used in this Notice without definition shall have the same meanings herein as
they have in the Repurchase Agreement or the Custody Agreement.

         The Seller hereby represents and certifies to Buyer as follows:

                  1. As of this date, each of Seller, Origen or Guarantor is in
         compliance with all of the terms and conditions of the Transaction
         Documents. The Loan File as defined in the Custody Agreement is
         complete and has been delivered to the Custodian.

                  2. Except as otherwise previously disclosed in writing to
         Buyer, Seller's, Origen's and Guarantor's representations and
         warranties set forth in the Repurchase Agreements and any other related
         document are true and accurate as of the date of this Notice.

                  3. The Purchased Securities, which are identified on such
         Computer Tape, satisfy the requirements of the eligibility set forth in
         the Repurchase Agreement and Appendix A of the Custody Agreement..

                  4. Upon payment by Buyer of the Purchase Price in respect of
         the Transaction involving the Purchased Securities, all of the right
         (including the power to convey title thereto), title and interest in
         and to each document constituting the Loan Files delivered to Custodian
         or held by or on behalf of Seller with respect to each Purchased
         Security, shall be transferred, assigned, set over and otherwise
         conveyed to Buyer.

                  5. The general terms of the sale are:

<PAGE>

A.        Number of Purchased Securities:

B.        Aggregate Outstanding Principal Balance of the Purchased Securities as
          of the Purchase Date: ____________________

C.        Purchase Date: ____________________

[D.       IF DIFFERENT FROM REPURCHASE AGREEMENT][Pricing Rate
          [LIBOR + ]]

[E.       If servicing retained by third party servicer:

          i)       SERVICING AGREEMENT

          ii)      NAME OF SERVICER

          iii)     ADDRESS OF SERVICER

          iv)      CONTACT AND PHONE NUMBER OF SERVICER]


                                           ORIGEN SPECIAL HOLDINGS
                                           CORPORATION,
                                           Seller

                                           By:
                                              ------------------------------
                                           Name:
                                                ----------------------------
                                           Title:
                                                 ---------------------------
<PAGE>

ANNEX II

NAMES AND ADDRESSES FOR COMMUNICATIONS BETWEEN PARTIES

CREDIT SUISSE FIRST BOSTON MORTGAGE CAPITAL LLC
11 Madison Avenue, 5th Floor
New York, New York 10010
Attention: Anthony Giordano
Telephone: (212) 325-9103
Facsimile: (212) 325-8261

Any and all legal notices and the Certificate of Compliance required to be
delivered pursuant to Paragraph II.(c) of Exhibit A must be sent to:

Thomas Irwin
Credit Suisse First Boston Mortgage Capital LLC
11 Madison Avenue, 20th Floor
New York, New York 10010
Telephone Number: (212) 325-0331
Facsimile Number: (212) 325-8232

with a copy to:

Gabriella Morizio
Credit Suisse First Boston Mortgage Capital LLC
11 Madison Avenue, 20th Floor
New York, New York 10010
Telephone Number: (212) 325-9646
Facsimile Number: (212) 325-8219

BINGHAM FINANCIAL SERVICES CORPORATION
260 East Brown Street, Suite 200
Birmingham, Michigan 48009
Attention: Ronald Klein
Telephone: (248) 433-2759
Facsimile: (248) 644-5595

ORIGEN SPECIAL HOLDINGS CORPORATION
260 East Brown Street, Suite 200
Birmingham, Michigan 48009
Attention: W. Anderson Geater
Telephone: (248) 433-2767
Facsimile: (248) 644-7226

<PAGE>

ORIGEN FINANCIAL, INC.
260 East Brown Street, Suite 200
Birmingham, Michigan 48009
Attention: Mark Landschulz
Telephone: (248) 433-2747
Facsimile: (248) 644-7226


<PAGE>

SCHEDULE 1

                                      FORM OF CONFIRMATION

Origen Special Holdings Corporation
[Sellers Address]

Confirmation No.:

Gentlemen:

We have received your Transaction Notice attached hereto with respect to the MH
Loans listed in Appendix I hereto. This letter confirms our agreement to
purchase from you such MH Loans pursuant to the Master Repurchase Agreement
dated as of May 29, 2001. Capitalized terms used but not defined herein shall
have the meanings assigned to them in the Agreement.

                  Confirmation Date:

                  Purchased Securities:

                  Number of MH Loans:

                  Outstanding Principal Amount of MH Loans as of____________:

                  Purchase Date:

                  Purchase Price:

                  Pricing Rate:

                  Repurchase Date:

                  Percentage used to
                  determine Buyer's
                  Margin Amount:

                  Appraised Value of MH Loans (aggregate):

CREDIT SUISSE FIRST BOSTON MORTGAGE CAPITAL LLC,
  as Buyer

<PAGE>

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


Acknowledged and Agreed to by:

ORIGEN SPECIAL HOLDINGS CORPORATION



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