BINGHAM FINANCIAL SERVICES CORP
MASTER REPURCHASE AGREEMENT
<DOCUMENT>
<TYPE>EX-10.35
<SEQUENCE>4
<FILENAME>k68237ex10-35.txt
<DESCRIPTION>MASTER REPURCHASE AGREEMENT
<TEXT>
<PAGE>
                                                                   EXHIBIT 10.35



[THE BOND MARKET ASSOCIATION LOGO]
     Master Repurchase Agreement

     September 1996 Version





     Dated as of December 18, 2001

     Between: CREDIT SUISSE FIRST BOSTON MORTGAGE CAPITAL LLC ("Buyer")

     and ORIGEN SPECIAL PURPOSE, L.L.C. ("Seller")


1.  APPLICABILITY
    From time to time the parties hereto may enter into transactions in which
    one party ("Seller") agrees to transfer to the other ("Buyer") securities or
    other assets ("Securities") against the transfer of funds by Buyer, with a
    simultaneous agreement by Buyer to transfer to Seller such Securities at a
    date certain or on demand, against the transfer of funds by Seller. Each
    such transaction shall be referred to herein as a "Transaction" and, unless
    otherwise agreed in writing, shall be governed by this Agreement, including
    any supplemental terms or conditions contained in Annex I hereto and in any
    other annexes identified herein or therein as applicable hereunder.


2.  DEFINITIONS

    (a)  "Act of Insolvency", with respect to any party, (i) the commencement by
         such party as debtor of any case or proceeding under any bankruptcy,
         insolvency, reorganization, liquidation, moratorium, dissolution,
         delinquency or similar law, or such party seeking the appointment or
         election of a receiver, conservator, trustee, custodian or similar
         official for such party or any substantial part of its property, or the
         convening of any meeting of creditors for purposes of commencing any
         such case or proceeding or seeking such an appointment or election,
         (ii) the commencement of any such case or proceeding against such
         party, or another seeking such an appointment or election, or the
         filing against a party of an application for a protective decree under
         the provisions of the Securities Investor Protection Act of 1970, which
         (A) is consented to or not timely contested by such party, (B) results
         in the entry of an order for relief, such an appointment or election,
         the issuance of such a protective decree or the entry of an order
         having a similar effect, or (C) is not dismissed within 15 days, (iii)
         the making by such party of a general assignment for the benefit of
         creditors, or (iv) the admission in writing by such party of such
         party's inability to pay such party's debts as they become due;

    (b)  "Additional Purchased Securities", Securities provided by Seller to
         Buyer pursuant to Paragraph 4(a) hereof;
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    (c)  "Buyer's Margin Amount", with respect to any Transaction as of any
         date, the amount obtained by application of the Buyer's Margin
         Percentage to the Repurchase Price for such Transaction as of such
         date;

    (d)  "Buyer's Margin Percentage", with respect to any Transaction as of any
         date, a percentage (which may be equal to the Seller's Margin
         Percentage) agreed to by Buyer and Seller or, in the absence of any
         such agreement, the percentage obtained by dividing the Market Value of
         the Purchased Securities on the Purchase Date by the Purchase Price on
         the Purchase Date for such Transaction;

    (e)  "Confirmation", the meaning specified in Paragraph 3(b) hereof;

    (f)  "Income", with respect to any Security at any time, any principal
         thereof and all interest, dividends or other distributions thereon;

    (g)  "Margin Deficit", the meaning specified in Paragraph 4(a) hereof;

    (h)  "Margin Excess", the meaning specified in Paragraph 4(b) hereof;

    (i)  "Margin Notice Deadline", the time agreed to by the parties in the
         relevant Confirmation, Annex I hereto or otherwise as the deadline for
         giving notice requiring same-day satisfaction of margin maintenance
         obligations as provided in Paragraph 4 hereof (or, in the absence of
         any such agreement, the deadline for such purposes established in
         accordance with market practice);

    (j)  "Market Value", with respect to any Securities as of any date, the
         price for such Securities on such date obtained from a generally
         recognized source agreed to by the parties or the most recent closing
         bid quotation from such a source, plus accrued Income to the extent not
         included therein (other than any Income credited or transferred to, or
         applied to the obligations of, Seller pursuant to Paragraph 5 hereof)
         as of such date (unless contrary to market practice for such
         Securities);

    (k)  "Price Differential", with respect to any Transaction as of any date,
         the aggregate amount obtained by daily application of the Pricing Rate
         for such Transaction to the Purchase Price for such Transaction on a
         360 day per year basis for the actual number of days during the period
         commencing on (and including) the Purchase Date for such Transaction
         and ending on (but excluding) the date of determination (reduced by any
         amount of such Price Differential previously paid by Seller to Buyer
         with respect to such Transaction);

    (l)  "Pricing Rate", the per annum percentage rate for determination of the
         Price Differential;

    (m)  "Prime Rate", the prime rate of U.S. commercial banks as published in
         The Wall Street Journal (or, if more than one such rate is published,
         the average of such rates);

    (n)  "Purchase Date", the date on which Purchased Securities are to be
         transferred by Seller to Buyer;



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    (o)  "Purchase Price", (i) on the Purchase Date, the price at which
         Purchased Securities are transferred by Seller to Buyer, and (ii)
         thereafter, except where Buyer and Seller agree otherwise, such price
         increased by the amount of any cash transferred by Buyer to Seller
         pursuant to Paragraph 4(b) hereof and decreased by the amount of any
         cash transferred by Seller to Buyer pursuant to Paragraph 4(a) hereof
         or applied to reduce Seller's obligations under clause (ii) of
         Paragraph 5 hereof;

    (p)  "Purchased Securities", the Securities transferred by Seller to Buyer
         in a Transaction hereunder, and any Securities substituted therefor in
         accordance with Paragraph 9 hereof. The term "Purchased Securities"
         with respect to any Transaction at any time also shall include
         Additional Purchased Securities delivered pursuant to Paragraph 4(a)
         hereof and shall exclude Securities returned pursuant to Paragraph 4(b)
         hereof;

    (q)  "Repurchase Date", the date on which Seller is to repurchase the
         Purchased Securities from Buyer, including any date determined by
         application of the provisions of Paragraph 3(c) or 11 hereof;

    (r)  "Repurchase Price", the price at which Purchased Securities are to be
         transferred from Buyer to Seller upon termination of a Transaction,
         which will be determined in each case (including Transactions
         terminable upon demand) as the sum of the Purchase Price and the Price
         Differential as of the date of such determination;

    (s)  "Seller's Margin Amount", with respect to any Transaction as of any
         date, the amount obtained by application of the Seller's Margin
         Percentage to the Repurchase Price for such Transaction as of such
         date;

    (t)  "Seller's Margin Percentage", with respect to any Transaction as of any
         date, a percentage (which may be equal to the Buyer's Margin
         Percentage) agreed to by Buyer and Seller or, in the absence of any
         such agreement, the percentage obtained by dividing the Market Value of
         the Purchased Securities on the Purchase Date by the Purchase Price on
         the Purchase Date for such Transaction.

3.  INITIATION; CONFIRMATION; TERMINATION
    (a)  An agreement to enter into a Transaction may be made orally or in
         writing at the initiation of either Buyer or Seller. On the Purchase
         Date for the Transaction, the Purchased Securities shall be transferred
         to Buyer or its agent against the transfer of the Purchase Price to an
         account of Seller.

    (b)  Upon agreeing to enter into a Transaction hereunder, Buyer or Seller
         (or both), as shall be agreed, shall promptly deliver to the other
         party a written confirmation of each Transaction (a "Confirmation").
         The Confirmation shall describe the Purchased Securities (including
         CUSIP number, if any), identify Buyer and Seller and set forth (i) the
         Purchase Date, (ii) the Purchase Price, (iii) the Repurchase Date,
         unless the Transaction is to be terminable on demand, (iv) the Pricing
         Rate or Repurchase Price applicable to the Transaction, and (v) any
         additional terms or conditions of the Transaction not inconsistent with
         this Agreement. The Confirmation, together with this Agreement, shall
         constitute conclusive evidence of the terms agreed between Buyer and
         Seller with respect to the Transaction to which the Confirmation
         relates, unless with


                                September 1996 - Master Repurchase Agreement - 3
<PAGE>


         respect to the Confirmation specific objection is made promptly after
         receipt thereof. In the event of any conflict between the terms of such
         Confirmation and this Agreement, this Agreement shall prevail.

    (c)  In the case of Transactions terminable upon demand, such demand shall
         be made by Buyer or Seller, no later than such time as is customary in
         accordance with market practice, by telephone or otherwise on or prior
         to the business day on which such termination will be effective. On the
         date specified in such demand, or on the date fixed for termination in
         the case of Transactions having a fixed term, termination of the
         Transaction will be effected by transfer to Seller or its agent of the
         Purchased Securities and any Income in respect thereof received by
         Buyer (and not previously credited or transferred to, or applied to the
         obligations of, Seller pursuant to Paragraph 5 hereof) against the
         transfer of the Repurchase Price to an account of Buyer.

4.  MARGIN MAINTENANCE
    (a)  If at any time the aggregate Market Value of all Purchased Securities
         subject to all Transactions in which a particular party hereto is
         acting as Buyer is less than the aggregate Buyer's Margin Amount for
         all such Transactions (a "Margin Deficit"), then Buyer may by notice to
         Seller require Seller in such Transactions, at Seller's option, to
         transfer to Buyer cash or additional Securities reasonably acceptable
         to Buyer ("Additional Purchased Securities"), so that the cash and
         aggregate Market Value of the Purchased Securities, including any such
         Additional Purchased Securities, will thereupon equal or exceed such
         aggregate Buyer's Margin Amount (decreased by the amount of any Margin
         Deficit as of such date arising from any Transactions in which such
         Buyer is acting as Seller).

    (b)  If at any time the aggregate Market Value of all Purchased Securities
         subject to all Transactions in which a particular party hereto is
         acting as Seller exceeds the aggregate Seller's Margin Amount for all
         such Transactions at such time (a "Margin Excess"), then Seller may by
         notice to Buyer require Buyer in such Transactions, at Buyer's option,
         to transfer cash or Purchased Securities to Seller, so that the
         aggregate Market Value of the Purchased Securities, after deduction of
         any such cash or any Purchased Securities so transferred, will
         thereupon not exceed such aggregate Seller's Margin Amount (increased
         by the amount of any Margin Excess as of such date arising from any
         Transactions in which such Seller is acting as Buyer).

    (c)  If any notice is given by Buyer or Seller under subparagraph (a) or (b)
         of this Paragraph at or before the Margin Notice Deadline on any
         business day, the party receiving such notice shall transfer cash or
         Additional Purchased Securities as provided in such subparagraph no
         later than the close of business in the relevant market on such day. If
         any such notice is given after the Margin Notice Deadline, the party
         receiving such notice shall transfer such cash or Securities no later
         than the close of business in the relevant market on the next business
         day following such notice.

    (d)  Any cash transferred pursuant to this Paragraph shall be attributed to
         such Transactions as shall be agreed upon by Buyer and Seller.




4 - September 1996 - Master Repurchase Agreement
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    (e)  Seller and Buyer may agree, with respect to any or all Transactions
         hereunder, that the respective rights of Buyer or Seller (or both)
         under subparagraphs (a) and (b) of this Paragraph may be exercised only
         where a Margin Deficit or Margin Excess, as the case may be, exceeds a
         specified dollar amount or a specified percentage of the Repurchase
         Prices for such Transactions (which amount or percentage shall be
         agreed to by Buyer and Seller prior to entering into any such
         Transactions).

    (f)  Seller and Buyer may agree, with respect to any or all Transactions
         hereunder, that the respective rights of Buyer and Seller under
         subparagraphs (a) and (b) of this Paragraph to require the elimination
         of a Margin Deficit or a Margin Excess, as the case may be, may be
         exercised whenever such a Margin Deficit or Margin Excess exists with
         respect to any single Transaction hereunder (calculated without regard
         to any other Transaction outstanding under this Agreement).


5.  INCOME PAYMENTS
    Seller shall be entitled to receive an amount equal to all Income paid or
    distributed on or in respect of the Securities that is not otherwise
    received by Seller, to the full extent it would be so entitled if the
    Securities had not been sold to Buyer. Buyer shall, as the parties may agree
    with respect to any Transaction (or, in the absence of any such agreement,
    as Buyer shall reasonably determine in its discretion), on the date such
    Income is paid or distributed either (i) transfer to or credit to the
    account of Seller such Income with respect to any Purchased Securities
    subject to such Transaction or (ii) with respect to Income paid in cash,
    apply the Income payment or payments to reduce the amount, if any, to be
    transferred to Buyer by Seller upon termination of such Transaction. Buyer
    shall not be obligated to take any action pursuant to the preceding sentence
    (A) 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, or (B) if an Event of Default with respect to Seller
    has occurred and is then continuing at the time such Income is paid or
    distributed.


6.  SECURITY INTEREST
    Although the parties intend that all Transactions hereunder be sales and
    purchases and not loans, in the event any such Transactions are deemed to be
    loans, Seller shall be deemed to have pledged to Buyer as security for the
    performance by Seller of its obligations under each such Transaction, and
    shall be deemed to have granted to Buyer a security interest in, all of the
    Purchased Securities with respect to all Transactions hereunder and all
    Income thereon and other proceeds thereof.


7.  PAYMENT AND TRANSFER
    Unless otherwise mutually agreed, all transfers of funds hereunder shall be
    in immediately available funds. All Securities transferred by one party
    hereto to the other party (i) shall be in suitable form for transfer or
    shall be accompanied by duly executed instruments of transfer or assignment
    in blank and such other documentation as the party receiving possession may
    reasonably request, (ii) shall be transferred on the book-entry system of a
    Federal Reserve Bank, or (iii) shall be transferred by any other method
    mutually acceptable to Seller and Buyer.


                                September 1996 - Master Repurchase Agreement - 5
<PAGE>

8.  SEGREGATION OF PURCHASED SECURITIES
    To the extent required by applicable law, all Purchased Securities in the
    possession of Seller shall be segregated from other securities in its
    possession and shall be identified as subject to this Agreement. Segregation
    may be accomplished by appropriate identification on the books and records
    of the holder, including a financial or securities intermediary or a
    clearing corporation. All of Seller's interest in the Purchased Securities
    shall pass to Buyer on the Purchase Date and, unless otherwise agreed by
    Buyer and Seller, nothing in this Agreement shall preclude Buyer from
    engaging in repurchase transactions with the Purchased Securities or
    otherwise selling, transferring, pledging or hypothecating the Purchased
    Securities, but no such transaction shall relieve Buyer of its obligations
    to transfer Purchased Securities to Seller pursuant to Paragraph 3, 4 or 11
    hereof, or of Buyer's obligation to credit or pay Income to, or apply Income
    to the obligations of, Seller pursuant to Paragraph 5 hereof.


9.  SUBSTITUTION
    (a)  Seller may, subject to agreement with and acceptance by Buyer,
         substitute other Securities for any Purchased Securities. Such
         substitution shall be made by transfer to Buyer of such other
         Securities and transfer to Seller of such Purchased Securities. After
         substitution, the substituted Securities shall be deemed to be
         Purchased Securities.

    (b)  In Transactions in which Seller retains custody of Purchased
         Securities, the parties expressly agree that Buyer shall be deemed, for
         purposes of subparagraph (a) of this Paragraph, to have agreed to and
         accepted in this Agreement substitution by Seller of other Securities
         for Purchased Securities; provided, however, that such other Securities
         shall have a Market Value at least equal to the Market Value of the
         Purchased Securities for which they are substituted.





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<PAGE>

10. REPRESENTATIONS
    Each of Buyer and Seller represents and warrants to the other that (i) it is
    duly authorized to execute and deliver this Agreement, to enter into
    Transactions contemplated hereunder and to perform its obligations hereunder
    and has taken all necessary action to authorize such execution, delivery and
    performance, (ii) it will engage in such Transactions as principal (or, if
    agreed in writing, in the form of an annex hereto or otherwise, in advance
    of any Transaction by the other party hereto, as agent for a disclosed
    principal), (iii) the person signing this Agreement on its behalf is duly
    authorized to do so on its behalf (or on behalf of any such disclosed
    principal), (iv) it has obtained all authorizations of any governmental body
    required in connection with this Agreement and the Transactions hereunder
    and such authorizations are in full force and effect and (v) the execution,
    delivery and performance of this Agreement and the Transactions hereunder
    will not violate any law, ordinance, charter, bylaw or rule applicable to it
    or any agreement by which it is bound or by which any of its assets are
    affected. On the Purchase Date for any Transaction Buyer and Seller shall
    each be deemed to repeat all the foregoing representations made by it.


11. EVENTS OF DEFAULT
    In the event that (i) Seller fails to transfer or Buyer fails to purchase
    Purchased Securities upon the applicable Purchase Date, (ii) Seller fails to
    repurchase or Buyer fails to transfer Purchased Securities upon the
    applicable Repurchase Date, (iii) Seller or Buyer fails to comply with
    Paragraph 4 hereof, (iv) Buyer fails, after one business day's notice, to
    comply with Paragraph 5 hereof, (v) an Act of Insolvency occurs with respect
    to Seller or Buyer, (vi) any representation made by Seller or Buyer shall
    have been incorrect or untrue in any material respect when made or repeated
    or deemed to have been made or repeated, or (vii) Seller or Buyer shall
    admit to the other its inability to, or its intention not to, perform any of
    its obligations hereunder (each an "Event of Default"):

    (a)  The nondefaulting party may, at its option (which option shall be
         deemed to have been exercised immediately upon the occurrence of an Act
         of Insolvency), declare an Event of Default to have occurred hereunder
         and, upon the exercise or deemed exercise of such option, the
         Repurchase Date for each Transaction hereunder shall, if it has not
         already occurred, be deemed immediately to occur (except that, in the
         event that the Purchase Date for any Transaction has not yet occurred
         as of the date of such exercise or deemed exercise, such Transaction
         shall be deemed immediately canceled). The nondefaulting party shall
         (except upon the occurrence of an Act of Insolvency) give notice to the
         defaulting party of the exercise of such option as promptly as
         practicable.

    (b)  In all Transactions in which the defaulting party is acting as Seller,
         if the nondefaulting party exercises or is deemed to have exercised the
         option referred to in subparagraph (a) of this Paragraph, (i) the
         defaulting party's obligations in such Transactions to repurchase all
         Purchased Securities, at the Repurchase Price therefor on the
         Repurchase Date determined in accordance with subparagraph (a) of this
         Paragraph, shall thereupon become immediately due and payable, (ii) all
         Income paid after such exercise or deemed exercise shall be retained by
         the nondefaulting party and applied to the aggregate unpaid Repurchase
         Prices and any other amounts owing by the defaulting party hereunder,
         and (iii) the defaulting party shall immediately deliver to the
         nondefaulting party any Purchased Securities subject to such
         Transactions then in the defaulting party's possession or control.


                                September 1996 - Master Repurchase Agreement - 7
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    (c)  In all Transactions in which the defaulting party is acting as Buyer,
         upon tender by the nondefaulting party of payment of the aggregate
         Repurchase Prices for all such Transactions, all right, title and
         interest in and entitlement to all Purchased Securities subject to such
         Transactions shall be deemed transferred to the nondefaulting party,
         and the defaulting party shall deliver all such Purchased Securities to
         the nondefaulting party.

    (d)  If the nondefaulting party exercises or is deemed to have exercised the
         option referred to in subparagraph (a) of this Paragraph, the
         nondefaulting party, without prior notice to the defaulting party, may:

         (i)  as to Transactions in which the defaulting party is acting as
              Seller, (A) immediately sell, in a recognized market (or otherwise
              in a commercially reasonable manner) at such price or prices as
              the nondefaulting party may reasonably deem satisfactory, any or
              all Purchased Securities subject to such Transactions and apply
              the proceeds thereof to the aggregate unpaid Repurchase Prices and
              any other amounts owing by the defaulting party hereunder or (B)
              in its sole discretion elect, in lieu of selling all or a portion
              of such Purchased Securities, to give the defaulting party credit
              for such Purchased Securities in an amount equal to the price
              therefor on such date, obtained from a generally recognized source
              or the most recent closing bid quotation from such a source,
              against the aggregate unpaid Repurchase Prices and any other
              amounts owing by the defaulting party hereunder; and

         (ii) as to Transactions in which the defaulting party is acting as
              Buyer, (A) immediately purchase, in a recognized market (or
              otherwise in a commercially reasonable manner) at such price or
              prices as the nondefaulting party may reasonably deem
              satisfactory, securities ("Replacement Securities") of the same
              class and amount as any Purchased Securities that are not
              delivered by the defaulting party to the nondefaulting party as
              required hereunder or (B) in its sole discretion elect, in lieu of
              purchasing Replacement Securities, to be deemed to have purchased
              Replacement Securities at the price therefor on such date,
              obtained from a generally recognized source or the most recent
              closing offer quotation from such a source.

         Unless otherwise provided in Annex I, the parties acknowledge and agree
         that (1) the Securities subject to any Transaction hereunder are
         instruments traded in a recognized market, (2) in the absence of a
         generally recognized source for prices or bid or offer quotations for
         any Security, the nondefaulting party may establish the source therefor
         in its sole discretion and (3) all prices, bids and offers shall be
         determined together with accrued Income (except to the extent contrary
         to market practice with respect to the relevant Securities).

    (e)  As to Transactions in which the defaulting party is acting as Buyer,
         the defaulting party shall be liable to the nondefaulting party for any
         excess of the price paid (or deemed paid) by the nondefaulting party
         for Replacement Securities over the Repurchase Price for the Purchased
         Securities replaced thereby and for any amounts payable by the
         defaulting party under Paragraph 5 hereof or otherwise hereunder.

    (f)  For purposes of this Paragraph 11, the Repurchase Price for each
         Transaction hereunder in respect of which the defaulting party is
         acting as Buyer shall not increase above the



8 - September 1996 - Master Repurchase Agreement

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         amount of such Repurchase Price for such Transaction determined as of
         the date of the exercise or deemed exercise by the nondefaulting party
         of the option referred to in sub-paragraph (a) of this Paragraph.

    (g)  The defaulting party shall be liable to the nondefaulting party for (i)
         the amount of all reasonable legal or other expenses incurred by the
         nondefaulting party in connection with or as a result of an Event of
         Default, (ii) damages in an amount equal to the cost (including all
         fees, expenses and commissions) of entering into replacement
         transactions and entering into or terminating hedge transactions in
         connection with or as a result of an Event of Default, and (iii) any
         other loss, damage, cost or expense directly arising or resulting from
         the occurrence of an Event of Default in respect of a Transaction.

    (h)  To the extent permitted by applicable law, the defaulting party shall
         be liable to the non-defaulting party for interest on any amounts owing
         by the defaulting party hereunder, from the date the defaulting party
         becomes liable for such amounts hereunder until such amounts are (i)
         paid in full by the defaulting party or (ii) satisfied in full by the
         exercise of the nondefaulting party's rights hereunder. Interest on any
         sum payable by the defaulting party to the nondefaulting party under
         this Paragraph 11(h) shall be at a rate equal to the greater of the
         Pricing Rate for the relevant Transaction or the Prime Rate.

    (i)  The nondefaulting party shall have, in addition to its rights
         hereunder, any rights otherwise available to it under any other
         agreement or applicable law.


12. SINGLE AGREEMENT
    Buyer and Seller acknowledge that, and have entered hereinto and will enter
    into each Transaction hereunder in consideration of and in reliance upon the
    fact that, all Transactions hereunder constitute a single business and
    contractual relationship and have been made in consideration of each other.
    Accordingly, each of Buyer and Seller agrees (i) to perform all of its
    obligations in respect of each Transaction hereunder, and that a default in
    the performance of any such obligations shall constitute a default by it in
    respect of all Transactions hereunder, (ii) that each of them shall be
    entitled to set off claims and apply property held by them in respect of any
    Transaction against obligations owing to them in respect of any other
    Transactions hereunder and (iii) that payments, deliveries and other
    transfers made by either of them in respect of any Transaction shall be
    deemed to have been made in consideration of payments, deliveries and other
    transfers in respect of any other Transactions hereunder, and the
    obligations to make any such payments, deliveries and other transfers may be
    applied against each other and netted.


13. NOTICES AND OTHER COMMUNICATIONS
    Any and all notices, statements, demands or other communications hereunder
    may be given by a party to the other by mail, facsimile, telegraph,
    messenger or otherwise to the address specified in Annex II hereto, or so
    sent to such party at any other place specified in a notice of change of
    address hereafter received by the other. All notices, demands and requests
    hereunder may be made orally, to be confirmed promptly in writing, or by
    other communication as specified in the preceding sentence.




                                September 1996 - Master Repurchase Agreement - 9
<PAGE>

14. ENTIRE AGREEMENT; SEVERABILITY
    This Agreement shall supersede any existing agreements between the parties
    containing general terms and conditions for repurchase transactions. Each
    provision and agreement herein shall be treated as separate and independent
    from any other provision or agreement herein and shall be enforceable
    notwithstanding the unenforceability of any such other provision or
    agreement.


15. NON-ASSIGNABILITY; TERMINATION
    (a)  The rights and obligations of the parties under this Agreement and
         under any Transaction shall not be assigned by either party without the
         prior written consent of the other party, and any such assignment
         without the prior written consent of the other party shall be null and
         void. Subject to the foregoing, this Agreement and any Transactions
         shall be binding upon and shall inure to the benefit of the parties and
         their respective successors and assigns. This Agreement may be
         terminated by either party upon giving written notice to the other,
         except that this Agreement shall, notwithstanding such notice, remain
         applicable to any Transactions then outstanding.

    (b)  Subparagraph (a) of this Paragraph 15 shall not preclude a party from
         assigning, charging or otherwise dealing with all or any part of its
         interest in any sum payable to it under Paragraph 11 hereof.


16. GOVERNING LAW
    This Agreement shall be governed by the laws of the State of New York
    without giving effect to the conflict of law principles thereof.


17. NO WAIVERS, ETC.
    No express or implied waiver of any Event of Default by either party shall
    constitute a waiver of any other Event of Default and no exercise of any
    remedy hereunder by any party shall constitute a waiver of its right to
    exercise any other remedy hereunder. No modification or waiver of any
    provision of this Agreement and no consent by any party to a departure
    herefrom shall be effective unless and until such shall be in writing and
    duly executed by both of the parties hereto. Without limitation on any of
    the foregoing, the failure to give a notice pursuant to Paragraph 4(a) or
    4(b) hereof will not constitute a waiver of any right to do so at a later
    date.


18. USE OF EMPLOYEE PLAN ASSETS
    (a)  If assets of an employee benefit plan subject to any provision of the
         Employee Retirement Income Security Act of 1974 ("ERISA") are intended
         to be used by either party hereto (the "Plan Party") in a Transaction,
         the Plan Party shall so notify the other party prior to the
         Transaction. The Plan Party shall represent in writing to the other
         party that the Transaction does not constitute a prohibited transaction
         under ERISA or is otherwise exempt therefrom, and the other party may
         proceed in reliance thereon but shall not be required so to proceed.




10 - September 1996 - Master Repurchase Agreement


<PAGE>
    (b)  Subject to the last sentence of subparagraph (a) of this Paragraph, any
         such Transaction shall proceed only if Seller furnishes or has
         furnished to Buyer its most recent available audited statement of its
         financial condition and its most recent subsequent unaudited statement
         of its financial condition.

    (c)  By entering into a Transaction pursuant to this Paragraph, Seller shall
         be deemed (i) to represent to Buyer that since the date of Seller's
         latest such financial statements, there has been no material adverse
         change in Seller's financial condition which Seller has not disclosed
         to Buyer, and (ii) to agree to provide Buyer with future audited and
         unaudited statements of its financial condition as they are issued, so
         long as it is a Seller in any outstanding Transaction involving a Plan
         Party.


19. INTENT
    (a)  The parties recognize that each Transaction is a "repurchase agreement"
         as that term is defined in Section 101 of Title 11 of the United States
         Code, as amended (except insofar as the type of Securities subject to
         such Transaction or the term of such Transaction would render such
         definition inapplicable), and a "securities contract" as that term is
         defined in Section 741 of Title 11 of the United States Code, as
         amended (except insofar as the type of assets subject to such
         Transaction would render such definition inapplicable).

    (b)  It is understood that either party's right to liquidate Securities
         delivered to it in connection with Transactions hereunder or to
         exercise any other remedies pursuant to Paragraph 11 hereof is a
         contractual right to liquidate such Transaction as described in
         Sections 555 and 559 of Title 11 of the United States Code, as amended.

    (c)  The parties agree and acknowledge that if a party hereto is an "insured
         depository institution," as such term is defined in the Federal Deposit
         Insurance Act, as amended ("FDIA"), then each Transaction hereunder is
         a "qualified financial contract," as that term is defined in FDIA and
         any rules, orders or policy statements thereunder (except insofar as
         the type of assets subject to such Transaction would render such
         definition inapplicable).

    (d)  It is understood that this Agreement constitutes a "netting contract"
         as defined in and subject to Title IV of the Federal Deposit Insurance
         Corporation Improvement Act of 1991 ("FDICIA") and each payment
         entitlement and payment obligation under any Transaction hereunder
         shall constitute a "covered contractual payment entitlement" or
         "covered contractual payment obligation", respectively, as defined in
         and subject to FDI-CIA (except insofar as one or both of the parties is
         not a "financial institution" as that term is defined in FDICIA).


20. DISCLOSURE RELATING TO CERTAIN FEDERAL PROTECTIONS
    The parties acknowledge that they have been advised that:

    (a)  in the case of Transactions in which one of the parties is a broker or
         dealer registered with the Securities and Exchange Commission ("SEC")
         under Section 15 of the Securities Exchange Act of 1934 ("1934 Act"),
         the Securities Investor Protection Corporation has


                               September 1996 - Master Repurchase Agreement - 11
<PAGE>
         taken the position that the provisions of the Securities Investor
         Protection Act of 1970 ("SIPA") do not protect the other party with
         respect to any Transaction hereunder;

    (b)  in the case of Transactions in which one of the parties is a government
         securities broker or a government securities dealer registered with the
         SEC under Section 15C of the 1934 Act, SIPA will not provide protection
         to the other party with respect to any Transaction hereunder; and

    (c)  in the case of Transactions in which one of the parties is a financial
         institution, funds held by the financial institution pursuant to a
         Transaction hereunder are not a deposit and therefore are not insured
         by the Federal Deposit Insurance Corporation or the National Credit
         Union Share Insurance Fund, as applicable.





<TABLE>
<S>                                              <C>
    Origen Special Purpose, L.L.C., as Seller    Credit Suisse First Boston Mortgage Capital LLC, as Buyer


    By:  /s/ Ronald A. Klein               By:  /s/ Bruce T. Miller
         ______________________________          ________________________________

    Title:  President                      Title:  Director
            ___________________________            ______________________________

    Date:  December 18, 2001               Date:  December 18, 2001
           ____________________________           _______________________________
</TABLE>

12 - September 1996 - Master Repurchase Agreement

</TEXT>
</DOCUMENT>
