MEMBERSHIP PLEDGE AGREEMENT

Exhibit 10.5

Execution Version

MEMBERSHIP PLEDGE AGREEMENT

     THIS MEMBERSHIP PLEDGE AGREEMENT (the “Agreement”) is made as of April 8, 2008, by and between Origen Securitization Company, LLC, a Delaware limited liability company (“Pledgor”), and William M. Davidson Trust u/a/d 12/13/04 (“Pledgee”).

RECITALS:

     A. Pursuant to that certain Senior Secured Loan Agreement, of even date herewith between Origen Financial L.L.C. (“Borrower”) and Pledgee, Pledgee has loaned $46,000,000 to Borrower, and pursuant to that certain Amended and Restated Senior Secured Loan Agreement of even date herewith between Borrower and Pledgee, Pledgee has loaned the aggregate amount of $15,000,000 to Borrower (collectively, the “Loan Agreements”).

     B. Pledgor has executed a Guaranty of even date herewith (the “Guaranty”) in favor of Pledgee guaranteeing the obligations of Pledgor as described therein relating to the Obligations (as defined in the Loan Agreements).

     B. Pledgor owns a 100% membership interest (the “Membership Interest”) in Origen CMO Residual Holding Company, LLC, a Delaware limited liability company (the “Company”).

     C. To induce Pledgee to provide financial accommodations to Borrower and to secure the repayment of the Obligations, Pledgor hereby grants to Pledgee a security interest in the Membership Interest and any sums due Pledgor from the Company, upon the terms and subject to the conditions set forth in this Agreement.

     NOW, THEREFORE, the parties agree as follows:

     1.  Pledge . As security for the full payment and performance of the Obligations, Pledgor delivers, pledges and grants to Pledgee a continuing first priority security interest in the following (the “Membership Interest Collateral”):

     (a) the Membership Interest;

     (b) any notes payable or other indebtedness owing from the Company to Pledgor, whether evidenced by a promissory note, a book entry or otherwise; and

     (c) the proceeds of each of the foregoing, including without limitation, any and all dividends, cash, instruments and other property or income from time to time received, receivable or otherwise distributed in respect of, or in exchange for, any of the above (the “Proceeds”).

     2.  Membership Interest Powers . Concurrently with execution of this Agreement, Pledgee shall deliver to Pledgor certificate(s) representing the Membership Interest Collateral, along with an undated membership interest power covering such certificate(s), in form and substance reasonably acceptable to Pledgee, duly executed in blank by Pledgor.

     3.  Pledgee’s Duties . To the extent permitted under the Uniform Commercial Code as in effect in the State of Michigan from time to time (the “Code”) and the provisions of this Agreement, Pledgee shall have no duty with respect to the Membership Interest Collateral. Without limiting the generality of the foregoing, Pledgee shall be under no obligation to take any steps necessary to preserve rights in the Membership Interest Collateral against any other parties or to exercise any rights represented thereby; provided , however , that Pledgee may, at his option, do so, and any and all expenses incurred in connection therewith shall be for Pledgor’s sole account.

     4.  Distributions . So long as no Event of Default (as defined in the Loan Agreements) has occurred and is continuing, Pledgor shall be entitled to receive for its own use all dividends and distributions with respect to the Membership Interest Collateral. If an Event of Default has occurred and is continuing, Pledgor shall not be entitled to receive or retain any dividends or distributions paid in respect of the Membership Interest Collateral, and any and all such dividends or distributions shall be forthwith delivered to the Pledgee to hold as collateral and shall, if received by Pledgor, be received in trust for delivery to the Pledgee, and be segregated from the other property or accounts of Pledgor until delivered to the Pledgee.

     5.  Representations, Warranties and Covenants . Pledgor represents, warrants and covenants that:

     (a) The Membership Interest has been duly and validly issued. Pledgor is the record and beneficial owner of, and has good and marketable title to, the Membership Interest;

     (b) There are no restrictions upon the transfer of any of the Membership Interest Collateral other than as set forth in the Operating Agreement of the Company dated March 25, 2004 (the “Operating Agreement”). Pledgor has the right to pledge and grant a security interest in or otherwise transfer such Membership Interest Collateral free of any encumbrances or rights of third parties;

     (c) The Membership Interest Collateral is and shall remain free from all liens, claims, encumbrances and purchase money or other security interests, other than the transfer restrictions set forth in the Operating Agreement. Pledgor shall not sell, transfer or otherwise dispose of any or all of the Membership Interest Collateral without Pledgee’s prior written consent. Pledgor will defend the right, title and interest of Pledgee in and to the Membership Interest Collateral against the claims and demands of all persons whomsoever;

     (d) There are no options for the purchase of the Membership Interest and all rights represented thereby and Pledgor shall not grant any such options so long as this Agreement remains outstanding;

     (e) There are no existing agreements with respect to the Membership Interest Collateral between Pledgor and any other person or entity;

     (f) Upon either (i) the delivery to Pledgee of the membership interest certificate(s) evidencing the Membership Interest and the membership interest power or (ii) the filing of a financing statement listing Pledgor as debtor and Pledgee as secured party and describing the Membership Interest Collateral, the security interest created by this Agreement will constitute a valid, perfected first priority security interest in the Membership Interest Collateral granted by Pledgor, enforceable in accordance with its terms against all creditors of Pledgor and any persons purporting to purchase any Membership Interest Collateral from Pledgor, except as affected by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law);

     (g) If Pledgor shall, as a result of its ownership of any Membership Interest, become entitled to receive or shall receive any membership interest certificate (including, without limitation, any certificate representing a membership interest dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights, whether in addition to, in substitution of, as a conversion of, or in exchange for any Membership Interest, or otherwise in respect thereof, Pledgor shall accept the same as the agent of Pledgee, hold the same in trust for Pledgee and deliver the same forthwith to Pledgee in the exact form received, duly endorsed by Pledgor to Pledgee, if required, together with an undated membership interest power covering such certificate duly executed in blank by Pledgor, to be held by Pledgee, subject to the terms hereof, as additional collateral security for the Obligations. Any property distributed to Pledgor upon or in respect of the Membership Interest upon the liquidation, dissolution, recapitalization or reorganization of the Company, shall be delivered to Pledgor as additional collateral security for the Obligations. If any property distributed in respect of the Membership Interest shall be received by Pledgor while an Event of Default has occurred and is continuing, Pledgor shall, until such property is delivered to Pledgee, hold the property in trust for Pledgee, segregated from other property of Pledgor, as additional collateral security for the Obligations;

     (h) Without the prior written consent of Pledgee, Pledgor shall not vote to enable, or take any other action to permit the Company to issue any membership interest or other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any membership interest or other equity securities of any nature of the Company;

     (i) Upon the written request of Pledgee, and at its sole expense, Pledgor will promptly and duly execute and deliver such further instruments and documents and take such further actions as Pledgee may reasonably request for the purposes of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted. If any amount payable under or in connection with any of the Membership