AMENDED AND RESTATED SECURITY AGREEMENT

Exhibit 10.4

Execution Version

AMENDED AND RESTATED SECURITY AGREEMENT

     THIS AMENDED AND RESTATED SECURITY AGREEMENT (“ Agreement ”) is made as of April 8, 2008, by Origen Financial L.L.C., a Delaware limited liability company (“ Debtor ”), whose principal place of business is located at 27777 Franklin Rd., Suite 1700, Southfield, Michigan 48034, Origen Financial, Inc., a Delaware corporation (“ OFI ”), Origen Servicing, Inc., a Delaware corporation (“ OSI ”), Origen Securitization Company, LLC (“ OSC ”, and together with OFI, OSI and Debtor, each a “ Pledgor ” and together the “ Pledgors ”), each whose principal place of business is located at 27777 Franklin Rd., Suite 1700, Southfield, Michigan 48034, and the William M. Davidson Trust u/a/d 12/13/04 (“ Secured Party ”), whose address is 2300 Harmon Road, Auburn Hills, Michigan 48326, Attention: Jonathan S. Aaron. This Agreement amends and restates in its entirety the Security Agreement dated September 11, 2007 (the “Original Agreement”) executed by Debtor and OSI in favor of Secured Party. This amendment and restatement of the Original Agreement, as amended, shall not affect the grant or priority of security interests and liens granted under the Original Agreement.

     Pledgors hereby agree with Secured Party as follows:

     1. Definitions . As used in this Agreement, the following terms shall have the meanings indicated below:

	(a)		The term “ Code ” shall mean the Uniform Commercial Code as in effect in the State of Michigan, from time to time, or, if so required with respect to any particular Collateral by mandatory provisions of applicable law, as in effect in the jurisdiction in which such Collateral is located.
	(b)		The term “ Collateral ” shall mean each Pledgor’s right, title and interest in and to all of such Pledgor’s tangible and intangible personal property, assets and rights, whether now owned or hereafter acquired or arising, including, without limitation, all goods, documents, inventory, work in process, instruments, equipment, furniture, machinery, fixtures, trade fixtures, contract rights, chattel paper, accounts, accounts receivable, documents, patents, licenses, deposit accounts, investment property, letters of credit rights and letters of credit, motor vehicles, software, general intangibles (including all product source code and object code), trade secrets and other proprietary information, trademarks, servicemarks, business names and domain names, copyrights (including, without limitation, copyrights for computer programs) and all tangible property embodying the copyrights, unpatented inventions (whether or not patentable), patents and patent applications and license agreements, commercial tort claims, payment intangibles, customer lists, business records, causes of action, together with the proceeds from the sale or other disposition thereof and the products thereof (collectively, the “Collateral”). Without limiting the foregoing, the Collateral shall include servicing and/or sub-servicing fees payable to each Pledgor (“ Servicing Fees ”) under the servicing agreements, master servicing agreements

			and/or sub-servicing agreements in respect of the loans included in the trust securitizations listed on Schedule 1 hereto (the “ Servicing Agreements ”) and all proceeds from the sale thereof.
	(c)		The term “ Indebtedness ” shall mean: (i) all indebtedness, liabilities and obligations of Debtor to Secured Party of any kind or character, now existing or hereafter arising, whether direct, indirect, related, unrelated, fixed, contingent, liquidated, unliquidated, joint, several or joint and several, arising under or pursuant to (A) the Amended and Restated Senior Secured Loan Agreement of even date herewith (the “ 2007 Loan Agreement ”) between Debtor and Secured Party pursuant to which Secured Party has loaned the aggregate amount of $15,000,000 to Debtor, and (B) the Senior Secured Loan Agreement of even date herewith (the “ 2008 Loan Agreement ” and together with the 2007 Loan Agreement, the “ Loan Agreements ”) between Debtor and Secured Party pursuant to which Secured Party has loaned $46,000,000 to Debtor; (ii) all indebtedness, liabilities and obligations of Debtor to Secured Party now existing or hereafter arising under (A) the Amended and Restated Senior Secured Promissory Note of even date herewith, in the aggregate original principal amount of $10,000,000 (the “ $10 Million 2007 Note ”) payable to Secured Party, (B) the Amended and Restated Senior Secured Promissory Note of even date herewith, in the aggregate original principal amount of $5,000,000 (the “ $5 Million 2007 Note ”) payable to Secured Party, and (C) the Senior Secured Promissory Note of even date herewith, in the aggregate original principal amount of $46,000,000 (the “ 2008 Note ” and together with the $10 Million 2007 Note and the $5 Million 2007 Note, the “ Notes ”) payable to Secured Party; (iii) all obligations of Debtor to Secured Party under any documents evidencing, securing, governing and/or pertaining to all or any part of the indebtedness described in clauses (i) and (ii) above (including under any of the Loan Documents); (iv) all costs and expenses incurred by Secured Party in connection with the collection of all or any part of the indebtedness and obligations described in clauses (i) through (iii) above or the protection or preservation of, or realization upon, the Collateral, including without limitation all reasonable attorneys’ fees; and (v) all renewals, extensions, modifications and rearrangements of the indebtedness and obligations described in clauses (i) through (iv) above.
	(d)		The term “ Loan Documents ” shall mean the Loan Agreements, this Agreement, the Notes, and the Pledge Agreements, Guaranty, Registration Rights Agreement and Warrant (each as defined in the Loan Agreements) and all other instruments and documents evidencing, securing, governing, guaranteeing and/or pertaining to the Indebtedness.
	(e)		The term “ Obligated Party ” shall mean any party other than the Pledgors who secures, guarantees and/or is otherwise obligated to pay all or any portion of the Indebtedness.

(f)

All words and phrases used herein which are expressly defined in Section 1.201 or Chapter 9 of the Code shall have the meaning provided for therein. Other words and phrases defined elsewhere in the Code shall have the meaning specified therein except to the extent such meaning is inconsistent with a definition in Section 1.201 or Chapter 9 of the Code.

     2. Security Interest . As security for the prompt payment and performance of the Indebtedness, each Pledgor, for value received, hereby pledges and grants to Secured Party a continuing security interest in the Collateral.

     3. Representations and Warranties . In addition to any representations and warranties of Debtor set forth in the Loan Documents, which are incorporated herein by this reference, each Pledgor hereby represents and warrants the following to Secured Party:

	(a)		Authority . The execution, delivery and performance of this Agreement and all of the other Loan Documents to which Pledgor is a party have been duly authorized by all necessary action of Pledgor.
	(b)		Accuracy of Information . The exact legal name of Pledgor is correctly shown on the first page hereof.
	(c)		Enforceability . This Agreement and the other Loan Documents to which Pledgor is a party constitute legal, valid and binding obligations of Pledgor, enforceable in accordance with their respective terms, except as limited by bankruptcy, insolvency or similar laws of general application relating to the enforcement of creditors’ rights and except to the extent specific remedies may generally be limited by equitable principles.
	(d)		Ownership and Liens . Pledgor has good and defensible title to its respective portion of the Collateral free and clear of all liens, security interests, encumbrances or adverse claims, except for (i) the security interest created by this Agreement and except for Permitted Liens (as defined in the Loan Agreements), and (ii) with respect to the equity interests of Origen CMO Residual Holding Company, LLC (“Origen CMO”) owned by OSC, the restrictions on transfer of such interests set forth in the Operating Agreement of Origen CMO dated March 25, 2004. No dispute, right of setoff, counterclaim or defense exists with respect to the Collateral. Except as disclosed in writing to Secured Party, Pledgor has not executed any other security agreement currently affecting the Collateral and no effective financing statement or other instrument similar in effect covering all or any part of the Collateral is on file in any recording office except as may have been executed or filed in favor of Secured Party.
	(e)		No Conflicts or Consents . Neither the ownership or intended use of the Collateral by Pledgor, the grant of the security interest by Pledgor to Secured Party herein nor the exercise by Secured Party of its rights or

			remedies hereunder, will (i) conflict with any provision of (A) any federal, state or local law, statute, rule or regulation, (B) the organizational documents of Pledgor, or (C) any agreement, judgment, license, order or permit applicable to or binding upon Pledgor or its assets, or (ii) result in or require the creation of any lien, charge or encumbrance upon any of the Collateral except as may be expressly contemplated in the Loan Documents. Except as expressly contemplated in the Loan Documents, no consent, approval, authorization or order of, and no notice to or filing with, any court, governmental authority or third party is required in connection with the grant by Pledgor of the security interest herein or the exercise by Secured Party of its rights and remedies hereunder.
	(f)		Security Interest . This Agreement creates a legal, valid and binding security interest in favor of Secured Party in the Collateral securing the Indebtedness, such security interest will be properly perfected under the Code upon the filing of appropriate financing statements and will be a first priority security interest in the Collateral.
	(g)		Location/Identity . Pledgor’s principal place of business and chief executive office (as those terms are used in the Code), is located at the address set forth on the first page hereof. Except as specified elsewhere herein, all Collateral and records concerning the Collateral shall be kept at such address. Pledgor’s organizational structure and state of organization (the “ Organizational Information ”) are as set forth on the first page hereof. Except as specified herein, the Organizational Information shall not change.

     4. Affirmative Covenants . In addition to all covenants and agreements of Debtor set forth in the Loan Documents, which are incorporated herein by this reference, each Pledgor will comply with the covenants contained in this Section 4 at all times during the period of time this Agreement is effective unless Secured Party shall otherwise consent in writing.

	(a)		Ownership and Liens . Pledgor will maintain good and defensible title to all Collateral free and clear of all liens, security interests, encumbrances or adverse claims, except for the security interest created by this Agreement and the security interests and other encumbrances expressly permitted herein or by the other Loan Documents.
	(b)		Further Assurances . Pledgor will from time to time, at its expense and at Secured Party’s request, promptly execute and deliver all further instruments and documents and take all further action reasonably necessary or appropriate in order (i) to perfect and protect the security interest created or purported to be created hereby and the priority of such security interest contemplated hereby, (ii) to enable Secured Party to exercise and enforce its rights and remedies hereunder in respect of the Collateral, and (iii) to otherwise effect the purposes of this Agreement, including without limitation: (A) executing (if requested) and filing such

			financing or continuation statements, or amendments thereto; and (B) furnishing to Secured Party from time to time statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral, all in reasonable detail satisfactory to Secured Party.
	(c)		Payment of Taxes. Pledgor will timely pay all property and other taxes, assessments and governmental charges or levies imposed upon the Collateral or any part thereof. Pledgor may, however, delay paying or discharging any such taxes, assessments or charges so long as the validity thereof is contested in good faith by proper proceedings and provided Pledgor has set aside on its books adequate reserves therefor.
	(d)		Insurance . Pledgor shall keep its portion of the Collateral consisting of tangible personal property insured against loss or damage to the Collateral under a policy or policies covering such risks as are ordinarily insured against by similar businesses. Such insurance shall be for amounts customarily carried in lines of business similar to that of Pledgor, but in no case less than the actual replacement cost of the Collateral. Pledgor shall also maintain the insurance respecting the Collateral required under the Loan Agreements and the other Loan Documents. Pledgor will obtain lender’s loss payable endorsements on applicable insurance policies in favor of Secured Party as its interest may appear and will provide certificates of such insurance to Secured Party. Pledgor shall cause each insurer to agree that such insurer will give thirty (30) days’ written notice to Secured Party before such policy will be altered or canceled. No settlement of any insurance claim shall be made without Secured Party’s prior consent. In the event of any insured loss, Pledgor shall promptly notify Secured Party thereof in writing, and Pledgor hereby authorizes and directs any insurer concerned to make payment of such loss directly to Secured Party as its interest may appear. Secured Party is authorized, in the name and on behalf of Pledgor, to make proof of loss and to adjust, compromise and collect, in such manner and amounts as it shall determine, all claims under all policies; and Pledgor agrees to sign, on demand of Secured Party, all receipts, vouchers, releases and other instruments which may be necessary or desirable in aid of this authorization. The proceeds of any insurance from loss, theft, or damage to the Collateral shall be (i) disbursed and applied toward the repair, restoration or replacement of the Collateral or (ii) if not disbursed or applied pursuant to clause (i), applied, at the discretion of Secured Party, in reduction of the Indebtedness. Notwithstanding anything to the contrary in the foregoing, upon the occurrence and during the continuance of an Event of Default, the proceeds of any insurance from loss, theft, or damage to the Collateral shall be applied, at the discretion of Secured Party, in reduction of the Indebtedness.

     5. Negative Covenants . Each Pledgor will comply with the covenants contained in this Section 5 at all times during the period of time this Agreement is effective, unless Secured Party shall otherwise consent i