Amended & Restated Membership Pledge Agreement

EXHIBIT 10.48


AMENDED AND RESTATED MEMBERSHIP PLEDGE AGREEMENT


THIS AMENDED AND RESTATED MEMBERSHIP PLEDGE AGREEMENT (this "Agreement") is made as of December 30, 2002 by BINGHAM FINANCIAL SERVICES CORPORATION, a Michigan corporation whose address is 260 E. Brown Street, Suite 200, Birmingham, Michigan 48009 ("Pledgor"), in favor of SUN HOME SERVICES, INC., a Michigan corporation whose address is 31700 Middlebelt Road, Suite 145, Farmington Hills, MI 48334 ("Secured Party").


RECITALS:


A. Pledgor has executed and delivered to Sun Communities Operating Limited Partnership ("SCOLP") a Membership Pledge Agreement dated December 13, 1999, (the "Original Pledge Agreement"), pursuant to which Pledgor pledged its membership interests in Bloomfield Acceptance Company, L.L.C., and Bloomfield Servicing Company, L.L.C. (the "Subsidiaries") to secure the performance by Pledgor of, among other obligations, Pledgor's obligations under a guaranty (the "Original Guaranty") of the obligations of Origen Financial L.L.C. ("Origen") under a line of credit (the "Line of Credit") from SCOLP to Origen and a term loan (the "Term Loan") from SCOLP to Origen.


B. SCOLP has assigned its interest in the Original Pledge Agreement, the Original Guaranty, the Line of Credit and the Term Loan and related documents to Secured Party pursuant to an Assignment of Loans of even date herewith.


C. The Line of Credit has been amended and is evidenced by a Second Amended and Restated Subordinated Loan Agreement dated December 4, 2002 between Pledgor and SCOLP, as amended by a First Amendment to Second Amended and Restated Subordinated Loan Agreement of even date herewith between Origen and Secured Party and a Seventh Amended and Restated Promissory Note of even date herewith in the principal amount of $48,000,000 delivered by Origen to Secured Party.


D. The Term Loan has been amended and is evidenced by a Subordinated Term Loan Agreement dated December 4, 2002 between Pledgor and SCOLP, as amended by a First Amendment to Subordinated Term Loan Agreement of even date herewith between Origen and Secured Party and a First Amended and Restated Term Promissory Note of even date herewith in the principal amount of $10,000,000 delivered by Origen to Secured Party.


E. The Original Guaranty has been amended by the Second Amended and Restated Guaranty (the "Second Amended Guaranty") of even date herewith delivered by Pledgor to Secured Party.


F. To secure the payment of all amounts due to Secured Party by Pledgor under the Second Amended Guaranty and to secure all of Pledgor's other obligations to Secured Party of any nature now or in the future owing from Pledgor to Secured Party (the "Obligations"), Pledgor and Secured Party desire to amend and restate the Original Pledge Agreement in accordance with the terms and conditions of this Agreement.


NOW, THEREFORE, the parties agree as follows:


1. GRANT OF SECURITY INTEREST. As collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of all of the Obligations, Pledgor grants to the Secured Party a first security interest in and to Pledgor's right, title and interest as a member (the "Membership Interests") in each of the Subsidiaries, including, without limitation, any and all moneys or other property payable or to become payable to Pledgor or to which Pledgor now or in the future may be entitled, in its capacity as a member in the Subsidiaries, including, without limitation, by way of distribution, return of capital or otherwise in respect of the Membership Interests, and, to the extent not otherwise included, all "proceeds" of the Membership Interests as such term is defined in the Uniform Commercial Code (the "Code") from time to time in effect in the State of Michigan (collectively, the "Collateral").


2. DISTRIBUTIONS. So long as no default has occurred and is continuing under the Second Amended Guaranty or this Agreement (an "Event of Default"), Pledgor shall be entitled to receive for its own use all distributions with respect to the Membership Interests. If an Event of Default has occurred and is continuing, Pledgor shall not be entitled to receive or retain other distributions paid in respect of the Membership Interests, whether in redemption of, or in exchange for the Membership Interests, or whether in connection with a reduction of capital, capital surplus or paid-in surplus or the Membership I ...