SENIOR SECURED LOAN AGREEMENT

Exhibit 10.1

Execution Version

SENIOR SECURED LOAN AGREEMENT

     THIS SENIOR SECURED LOAN AGREEMENT (“ Loan Agreement ”) dated as of April 8, 2008, sets forth the terms of a financing transaction by and between Origen Financial L.L.C., a Delaware limited liability company (“ Borrower ”), and the William M. Davidson Trust u/a/d December 13, 2004 (“ Lender ”), and certain agreements between the parties related thereto, all as set forth herein.

     In consideration of the mutual covenants and agreements set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

     1.  Term Loan . Subject to the terms and conditions set forth in this Loan Agreement and the other Loan Documents (as hereinafter defined), Lender hereby agrees to lend to Borrower, and Borrower agrees to borrow from Lender, a senior secured non-convertible term loan in the principal amount of Forty Six Million and 00/100 Dollars ($46,000,000) (the “ Term Loan ”). The proceeds of the Term Loan shall be advanced in a single aggregate advance of Forty Six Million and 00/100 Dollars ($46,000,000) at the Closing, as hereinafter defined.

     2.  Promissory Note . The Term Loan shall be evidenced by a promissory note (the “ Note ”) in the principal amount of $46,000,000, duly executed by Borrower and payable to the order of Lender. Interest on the outstanding principal balance of the Note shall accrue at the rate set forth therein. Payment of principal of and interest on the Note shall be due and payable at the times, and in accordance with the terms and conditions, set forth in the Note and in this Loan Agreement. The Note shall mature and be finally due and payable in full on the Maturity Date (as defined in the Note).

     3.  Collateral . As collateral security for the repayment in full of (a) the outstanding principal of, and all interest on, the Note, and any renewal, extension or refinancing thereof; (b) all debts, liabilities, obligations, covenants and agreements of the Credit Parties (as defined below) contained in this Loan Agreement and the other Loan Documents (as defined below); (c) any and all other debts, liabilities and obligations of the Credit Parties to Lender and; (d) all obligations of Borrower to Lender under the 2007 Facility (defined below) (collectively, the “ Obligations ”):

     (a) Borrower shall execute and deliver (and shall cause Origen Servicing, Inc. (“OSI”), Origen Securitization Company, LLC (“OSC”), and Origen Financial, Inc. (“Issuer”) to execute and deliver) to Lender an amended and restated security agreement acceptable to Lender (the “ Security Agreement ”) pursuant to which Borrower, OSI, OSC and Issuer shall pledge and grant a security interest in the Collateral (as defined therein) to Lender as security for the Obligations;

     (b) Each of Issuer, OSI and OSC shall execute and deliver to Lender an amended and restated guaranty (the “ Guaranty ”) pursuant to which Issuer, OSI and OSC shall guarantee the payment of the Obligations;

     (c) OSC shall execute and deliver to Lender concurrently with the funding of the Term Loan, a pledge agreement acceptable to Lender (the “ OSC Pledge Agreement ”) pursuant to which OSC shall pledge and grant a security interest in all of the equity interests of Origen CMO Residual Holding Company, LLC to Lender as security for the Obligations, together with the original certificates representing such equity interests and a duly executed assignment separate from certificate in a form reasonably acceptable to Lender;

     (d) Borrower shall execute and deliver to Lender concurrently with the funding of the Term Loan, a pledge agreement acceptable to Lender (the “ Borrower Pledge Agreement ”) pursuant to which Borrower shall pledge and grant a security interest in all of its ownership interests in OSI and OSC to Lender as security for the Obligations, together with the original certificates representing such equity interests and a duly executed assignment separate from certificate in a form reasonably acceptable to Lender;

     (e) Issuer shall execute and deliver to Lender concurrently with the funding of the Term Loan , a pledge agreement acceptable to Lender (the “ Issuer Pledge Agreement ,” and together with the OSC Pledge Agreement and the Borrower Pledge Agreement, the “ Pledge Agreements ”) pursuant to which Issuer shall pledge and grant a security interest in all of the membership interests in Borrower to Lender as security for the Obligations, together with the original certificates representing such equity interests and a duly executed assignment separate from certificate in a form reasonably acceptable to Lender; and

     (f) If and when the residual interests in the securitized pools of loans currently owned by OSC are transferred to any other direct or indirect wholly-owned or partially-owned subsidiary of Issuer (the “ Residual Transferee ”), Borrower shall cause the Origen entity that owns the equity interests of the Residual Transferee to guaranty the obligations of Borrower under the Loan Documents and to pledge and grant a security interest in all of the equity interests of the Residual Transferee that such entity owns, pursuant to a pledge agreement substantially on the terms of the Borrower Pledge Agreement. Lender acknowledges that if the residual interests are transferred to a Residual Transferee, the Origen entities may not own all of the issued and outstanding equity securities of the Residual Transferee.

     This Loan Agreement, the Note, the Security Agreement, the Guaranty, the Pledge Agreements and all other instruments and documents evidencing, securing, governing, guaranteeing and/or pertaining to the Term Loan are referred to collectively herein as the “ Loan Documents .”

     4.  Closing . The closing of the transactions contemplated by this Loan Agreement (the “ Closing ”), shall take place at 10:00 a.m., Eastern time, on April ___, 2008 (the “ Closing Date ”), at such place as the parties may agree. At the Closing the parties shall, respectively, make or cause to be made the following simultaneous deliveries:

     (a) Borrower shall deliver or cause to be delivered to Lender:

     (i) this Loan Agreement, duly executed on behalf of Borrower;

     (ii) the Note, duly executed on behalf of Borrower;

     (iii) the Security Agreement, duly executed on behalf of Borrower, OSI, OSC and Issuer;

     (iv) the OSC Pledge Agreement, duly executed on behalf of OSC;

     (v) the Borrower Pledge Agreement, duly executed on behalf of Borrower;

     (vi) the Issuer Pledge Agreement, duly executed on behalf of Issuer;

     (vii) the Guaranty, duly executed on behalf of Issuer, OSI and OSC;

     (viii) an immediately exercisable five-year warrant (the “ Warrant ”), pursuant to which Issuer will grant to Lender the right to purchase 2,600,000 shares of Issuer’s common stock $0.01 par value per share (the “Common Stock”) at an exercise price equal to the closing consolidated bid price of Common Stock immediately prior to the issuance of the Warrant, subject to proportional adjustment for stock splits, stock dividends and recapitalizations;

     (ix) a registration rights agreement (the “ Registration Rights Agreement ”), duly executed on behalf of Issuer, granting Lender certain registration rights in respect of the shares of Common Stock issued upon exercise of the Warrant;

     (x) with respect to each Credit Party (as defined below), copies of (A) its organizational documents, certified by its secretary (or equivalent) as being true and correct as of the Closing, (B) certificates of appropriate governmental officials as to its good standing, (C) an incumbency certificate for all its officers who will be authorized to execute any of the Loan Documents on behalf of such Credit Party, and (D) copies of resolutions (or equivalent) adopted by such Credit Party approving the Loan Documents and the transactions contemplated by this Loan Agreement, certified by its secretary (or equivalent) as being true and correct as of the Closing;

     (xi) an origination fee equal to 1.5% of the original principal balance of the Term Loan, by wire transfer of immediately available funds;

     (xii) an Amended and Restated Senior Secured Promissory Note of even date herewith (the “ Restated $10 Million Note ”) in the original principal amount of $10,000,000 executed by Borrower in favor of Lender, which is an amendment and restatement of the Senior Secured Promissory Note dated September 11, 2007, executed by Borrower in favor of Lender, pursuant to which

     the interest payable on such note will be payable monthly rather than quarterly, duly executed on behalf of Borrower;

     (xiii) an Amended and Restated Senior Secured Promissory Note of even date herewith (the “ Restated $5 Million Note ”) in the original principal amount of $5,000,000 executed by Borrower in favor of Lender, which is an amendment and restatement of the Senior Secured Convertible Promissory Note dated September 11, 2007, executed by Borrower in favor of Lender, pursuant to which the interest payable on such note will be payable monthly rather than quarterly and the indebtedness thereunder will no longer be convertible into Common Stock, duly executed on behalf of Borrower;

     (xiv) a termination (the “ 2007 Warrant Termination ”) of the Stock Purchase Warrant, Certificate No. W-1, dated September 11, 2007 issued by Issuer to Lender, duly executed on behalf of Issuer;

     (xv) a termination (the “ 2007 Registration Rights Termination ”) of the Registration Rights Agreement dated September 11, 2007 between Issuer and Lender, duly executed on behalf of Issuer;

     (xvi) evidence (such as payoff letters and lien releases) satisfactory to Lender that all indebtedness owed by Borrower under Borrower’s short-term securitization facility used for warehouse financing with Citigroup Global Markets Realty Corporation entered into in March 2003, as amended (the “ Warehouse Facility ”), and Vanderbilt Mortgage and Finance, Inc. has been paid in full and that all liens and security interests in collateral granted pursuant to the Warehouse Facility and all agreements between Borrower and Vanderbilt Mortgage and Finance, Inc. have been terminated;

     (xvii) certificates as to the existence and good standing and qualification to do business of Issuer, Borrower, OSC and OSI, dated as of a recent date;

     (xviii) certificates evidencing the insurance coverage required under this Agreement;

     (xix) such Uniform Commercial Code financing statements in favor of Lender as shall be necessary to perfect Lender’s rights in the Collateral;

     (xx) an opinion of counsel to Borrower, Issuer, OSC and OSI, in form and substance reasonably acceptable to Lender; and

     (xxi) any additional instruments or documents that Lender may reasonably request.

     (b) Lender shall deliver to Borrower:

     (i) this Loan Agreement, duly executed by Lender;

     (ii) the Term Loan proceeds by wire transfer of immediately available funds to an account designated by Borrower;

     (iii) the Security Agreement, duly executed on behalf of Lender, as the secured party;

     (iv) the Pledge Agreements, duly executed on behalf of Lender, as the secured party;

     (v) the Registration Rights Agreement, duly executed on behalf of Lender;

     (vi) the Warrant, duly executed on behalf of Lender;

     (vii) the 2007 Warrant Termination, duly executed on behalf of Lender, and the original Stock Purchase Warrant, Certificate No. W-1, for cancellation by Issuer; and

     (viii) the 2007 Registration Rights Termination, duly executed on behalf of Lender.

     5.  Representations and Warranties of Borrower . Borrower hereby represents and warrants to Lender, with respect to Borrower and each of Issuer, OSI and OSC (together with Borrower, each a “ Credit Party ,” and collectively, the “ Credit Parties ”), as follows:

     (a) Organization and Qualification . Each Credit Party is duly organized, validly existing and in good standing under the laws of its state of organization. Each Credit Party has the requisite power and authority to carry on its business as currently conducted. Each Credit Party is duly qualified to transact business in each jurisdiction, if any, in which the failure to be so qualified would reasonably be expected to have a material adverse effect on such Credit Party’s business, properties or financial condition (a “ Material Adverse Effect ”).

     (b) Authorization . The making, execution, delivery and performance by Borrower of this Loan Agreement and by each Credit Party of the Loan Documents to which such Credit Party is a party, and compliance with their respective terms, have been duly authorized by all necessary corporate or limited liability company action of Borrower or such other Credit Party, as applicable and will constitute valid and legally binding obligations of Borrower or such other Credit Party, as applicable, enforceable in accordance with their respective terms, subject to: (i) judicial principles limiting the availability of specific performance, injunctive relief, and other equitable remedies and (ii) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect generally relating to or affecting creditors’ rights.

     (c) Financial Condition . Borrower has delivered to Lender Issuer’s Form 10-K for the fiscal year ended December 31, 2007. The financial statements of Issuer

included therein (the “ Financial Statements ”) are complete and accurate in all material respects and have been prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods indicated, except for matters that are not material either individually or in the aggregate. The Financial Statements fairly present the financial condition and operating results of Issuer, as of the dates and for the periods indicated therein. Except as disclosed in the Financial Statements or as set forth in the Guaranty, no Credit Party is a guarantor or indemnitor of any other person, firm or corporation. The Credit Parties maintain and will continue to maintain a system of accounting and internal controls sufficient to meet the requirements of financial reporting in accordance with generally accepted accounting principles.

     (d) Governmental Consents . No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority on the part of any Credit Party is required in connection with the execution of this Loan Agreement or the other Loan Documents, except for those that shall have been obtained or made in accordance with the requirements of the applicable authority.

     (e) Litigation . There are no actions, suits, proceedings or investigations pending or, to the best of Borrower’s knowledge, threatened before any court, administrative agency or other governmental body against any Credit Party which, if determined adversely to such Credit Party, would reasonably be expected to have a Material Adverse Effect. No Credit Party is party or subject to, and none of its assets is bound by, the provisions of any order, writ, injunction, judgment or decree of any court or government agency or instrumentality which would reasonably be expected to have a Material Adverse Effect.

     (f) Intellectual Property . Each Credit Party has title to and ownership of, or other rights to use pursuant to a valid lease or license, all copyrights, proprietary rights, trademarks, service marks and trade names necessary for its business as now conducted, except where the failure to have the same would not reasonably be expected to have a Material Adverse Effect. No Credit Party has received any written or oral communications alleging that such Credit Party has violated or, by conducting its business as proposed, would violate any of the trademarks, service marks, trade names, copyrights or trade secrets or other proprietary rights of any other person or entity, except where the failure to have the same would not reasonably be expected to have a Material Adverse Effect.

     (g) Compliance . Each Credit Party is in material compliance with all applicable United States, state and foreign statutes, laws, regulations and executive orders, and other United States, state and foreign governmental bodies and agencies having jurisdiction over its business or properties, including without limitation, laws and regulations relating to lending and servicing of loans, environmental and occupational health and safety laws, and no Credit Party has received notice of any violation of such statutes, laws, regulations or orders which has not been remedied prior to the date hereof, and is not aware of any acts that could cause such notice or claim, and, to the best of

Borrower’s knowledge, no material expenditures are or will be required in order to comply with any such existing statute, law or regulation. No Credit Party is in violation of or in default under any provision of its organizational documents, as in effect immediately prior to the Closing. No Credit Party is in default of any obligation for borrowed money, any purchase money obligation or any other lease, commitment, contract, instrument or obligation having or relating to an aggregate principal amount (or, in the case of any lease or contract, an aggregate payment amount) in excess of $10,000 (either individually or in the aggregate). The execution, delivery and performance of and compliance with this Loan Agreement and the other Loan Documents by the Credit Parties will not result in any such violation, be in conflict with or constitute, with or without the passage of time or giving of notice, a default under any such provision, require any consent or waiver under any such provision (other than any consents or waivers that have been obtained), or result in the creation of any lien, encumbrance or charge upon any of the properties or assets of any Credit Party pursuant to any such provision (other than the security interest and lien created by the Security Agreement or otherwise under any of the Loan Documents).

     (h) Permits . Each Credit Party has all franchises, permits, licenses, and any similar authority necessary for the conduct of its business as now being conducted by it, the lack of which would reasonably be expected to have a Material Adverse Effect. No Credit Party is in default in any material respect under any of such franchises, permits, licenses, or other similar authority.

     (i) Title to Property and Assets . Each Credit Party has good and defensible title to the Collateral (as defined in the Security Agreement) owned by it, free and clear of all liens, charges and encumbrances, except for (A) liens for current taxes and assessments not yet due, (B) possible minor liens and encumbrances that do not, in any case, materially detract from the value of the property subject thereto or materially impair the operations of Borrower, (C) liens granted pursuant to the Warehouse Facility, which liens will be released at the Closing of the Term Loan; and (D) liens granted to Lender pursuant to the Senior Secured Loan Agreement and the Security Agreement, each dated September 11, 2007, between Borrower and Lender relating to the loan of $15,000,000 from Lender to Borrower (the “ 2007 Facility ”) (collectively, “ Permitted Liens ”). Each Credit Party is in material compliance with all leases to which it is a party and, to the best of Borrower’s knowledge, holds a valid leasehold interest free of all liens, charges or encumbrances, except for such liens, charges or encumbrances that would not materially impair the operations of such Credit Party.

     (j) Debt . Except for the Term Loan, the 2007 Facility, and the Warehouse Facility (which will be paid in full at Closing), no Credit Party has incurred any Indebtedness (as defined in Section 7(b)) nor has it guaranteed the Indebtedness of any third party.

     (k) Tax Matters . Each Credit Party has prepared and filed all United States federal, state and local income or franchise tax returns, if any, required to be filed by it or has timely filed for extensions thereof, and has paid, or made provision for the payment

of, all taxes owed by it except to the extent contested in good faith by such Credit Party and for which adequate reserves are established and maintained, and no tax deficiencies have been assessed or, to Borrower’s knowledge, proposed against any Credit Party. Commencing with its taxable year ended December 31, 2003, Issuer has continuously qualified to be taxed as a real estate investment trust pursuant to Sections 856 through 860 of the Internal Revenue Code of 1986, as amended (the “ Code ”) and the Issuer’s present and contemplated organization, ownership, method of operation, assets, and income will enable it to so qualify for the taxable year ending December 31, 2008 and thereafter.

     (l) Brokers or Finders . No Credit Party has agreed to incur, directly or indirectly, any liability for brokerage or finders’ fees, investment banker fees, agents’ commissions or other similar charges in connection with this Loan Agreement or any of the transactions contemplated hereby.

     (m) No Subordination . Except as may be contemplated by the 2007 Facility or the Warehouse Facility (which will be terminated at the closing of the Term Loan), there is no agreement, indenture, contract or instrument to which any Credit Party is a party or by which such Credit Party may be bound that requires the subordination in right of payment of Borrower’s obligations under the Note to any other obligation of Borrower or any other Credit Party.

     (n) No Material Adverse Changes . Since December 31, 2007, other than as contemplated by this Loan Agreement or as disclosed in a report on Form 8-K filed by the Securities and Exchange Commission by Issuer, there has not been any change in the assets, liabilities, financial condition or operating results of any Credit Party from that reflected in the Financial Statements, except changes in the ordinary course of business that would not, either individually or in the aggrega