THIS AGREEMENT is made on 24 April 1998 between:

(1)      OCWEN ASSET  INVESTMENT-UK,  LLC, a Delaware limited liability company,
         and whose principal place of business is at The Forum,  1675 Palm Beach
         Lakes Boulevard, West Palm Beach, FL 33401 (the "BORROWER"); and

(2)      GREENWICH CAPITAL FINANCIAL PRODUCTS, INC. a company incorporated under
         the laws of the State of Delaware (the "LENDER"); and

WHEREAS:

(1)      Ocwen  Financial  Corporation  ("OFC")  and City  Mortgage  Corporation
         Limited  ("CMC")  together with other parties  referred to therein have
         entered into an agreement  for the sale and purchase of the business of
         CMC and its  subsidiaries  dated 31 March 1998 (the  "SALE  AGREEMENT")
         pursuant to which OFC has agreed to buy or procure  another Buyer Group
         Company  (as  therein  defined)  or any OAIC Group  Company (as therein
         defined)  to buy the assets  specified  therein  and the entire  issued
         share capital of City Mortgage Receivables 7 Plc.

(2)      The Lender has agreed to provide a facility to the  Borrower to finance
         the acquisition by the Borrower of the  Securitisation  Residuals under
         the Sale Agreement on the terms and subject to the conditions contained
         herein.

(3)      The Borrower is a wholly owned  subsidiary and Ocwen  Partnership  L.P.
         (the  "GUARANTOR")  is a 98 per cent.  owned  subsidiary of Ocwen Asset
         Investment Corporation.

(4)      The  Guarantor  has  agreed  to  provide  a loan to the  Borrower  (the
         "INTERCOMPANY  LOAN") to finance the balance of the  purchase  price of
         the  Securitisation  Residuals  and in  consideration  for the economic
         benefit to be received by the Guarantor under the Intercompany Loan and
         in  order  to  protect  its  return  under  the  Intercompany  Loan the
         Guarantor has agreed to guarantee the obligations of the Borrower under
         this Agreement on and subject to the terms of the Guarantee.


1.       INTERPRETATION

1.1      DEFINITIONS

         In this Agreement  (including the recitals  hereto) the following terms
         shall have the respective meanings set forth below:

         "ACCELERATION"   means  any  acceleration  of  the  Advance   hereunder
         following the occurrence of an Event of Default.


                                       1
<PAGE>


         "ACCOUNT BANK" means National  Westminster  Bank Plc or such other bank
         or financial institution as may be substituted as account bank with the
         prior written consent of the Lender.

         "ADDITIONAL   PRINCIPAL  REPAYMENT  AMOUNT"  means,  on  any  Principal
         Repayment Date in respect of which the provisions of clause 6.4 and 6.5
         apply, the amount necessary such that after  application of such amount
         to  Outstanding  Advances  (and  after  application  of  the  Principal
         Repayment  Amount to Outstanding  Advances on such date) the Collateral
         Percentage is equal to 65 per cent.

         "ADVANCE" means,  save as otherwise  provided  herein,  the advance (as
         from time to time reduced by repayment and  prepayment) in an amount of
         ,19,000,000  (nineteen  million pounds) to be made by the Lender to the
         Borrower in one  instalment  on the  Advance  Date to be applied by the
         Borrower,  together with the advance made to it under the  Intercompany
         Loan on or prior to the Advance  Date,  to finance the  purchase by the
         Borrower of the Securitisation Residuals.

         "ADVANCE  DATE"  means the date  hereof or such later date as agreed by
         the Lender.

         "AGREEMENT" means this Residuals Loan Facility Agreement, including all
         schedules and annexures hereto, which expression shall include the same
         as varied, supplemented,  re-stated, extended or replaced, in each case
         in writing, from time to time.

         "AVAILABLE  CASH" means,  for each Principal  Repayment Date, an amount
         equal to the aggregate of:-

         (a)      the   Permitted   Percentage   (at  the   relevant   time)  of
                  Securitisation  Residual Receipts received or recovered during
                  the related Collection Period; and

         (b)      100 per cent of all Securitisation  Residual Proceeds received
                  or recovered during the related Collection Period.

         "BORROWER  PROCEEDS  ACCOUNT"  means  the  account  in the  name of the
         Borrower with the Account Bank number  36156930  assigned to the Lender
         pursuant to the Borrower Proceeds Account Assignment.

         "BORROWER  PROCEEDS  ACCOUNT  ASSIGNMENT"  means the  assignment of the
         Borrower Proceeds Account in favour of the Lender dated on or about the
         date hereof in form and substance satisfactory to the Lender.

         "BUSINESS  DAY" means a day (other  than a Saturday or Sunday) on which
         banks are generally open for business in London and New York.

         "COLLATERAL  PERCENTAGE"  means,  on any day by  reference to which the
         same  falls  to be  calculated,  Outstanding  Advances  expressed  as a
         percentage of Residuals  Market Value plus Eligible  Collateral  Value,
         calculated and agreed in accordance with Clause 16.


                                       2
<PAGE>


         "COLLECTION  PERIOD" means the calendar month  immediately prior to the
         calendar month in which the relevant Interest Payment Date or Principal
         Repayment Date falls.

         "CONSOLIDATED   INDEBTEDNESS"  means  for  any  period,  the  aggregate
         Indebtedness of the relevant entity determined on a consolidated  basis
         in accordance  with GAAP less any  non-specific  balance sheet reserves
         maintained in accordance with GAAP.

         "CONSOLIDATED TANGIBLE NET WORTH" means all amounts included as capital
         on the relevant  entity's  consolidated  balance  sheet  determined  in
         accordance  with GAAP less  amounts  owing to  affiliates  and less any
         intangible assets including, without limitation,  goodwill and deferred
         tax assets.

         "DEFERRED  INTEREST  PERIOD" means each period which would, but for the
         deferral  of the first  Interest  Payment  Date,  have been an Interest
         Period prior to the First Interest Payment Date.

         "DETERMINATION DATE" means the last day of each Collection Period.

         "DISPOSAL" means in the case of the  Securitisation  Residuals financed
         hereunder the sale or other disposition thereof, by the Borrower or the
         Lender as assignee.

         "ELIGIBLE  COLLATERAL"  means any form of collateral  which is mutually
         acceptable to both the Lender and the Borrower charged (by way of first
         fixed  charge)  or  otherwise  pledged so as to give the Lender a first
         priority, perfected security interest pursuant to security documents in
         form and substance satisfactory to the Lender;

         "ELIGIBLE  COLLATERAL  VALUE"  means the market  value of the  Eligible
         Collateral  determined at the sole discretion of the Lender,  acting in
         good faith which in the absence of manifest error shall be conclusive.

         "ENFORCEMENT"  means  any  enforcement  by  the  Lender  of  any of its
         Security under the Security Documents  irrespective of whether, at that
         time, an Acceleration shall have occurred;

         "EVENT OF DEFAULT"  means any one of the  conditions  or  circumstances
         referred to in clause 14.

         "FACILITY"  means the  facility  granted to the  Borrower by the Lender
         under this Agreement.

         "FACILITY OFFICE" means the office of the Lender through which it makes
         the Advance to the Borrower.


                                       3
<PAGE>


         "FINAL  MATURITY  DATE" means the day falling on the third  anniversary
         from the date  hereof  unless  that day is not a Business  Day in which
         case the Final  Maturity  Date shall be the  immediately  preceding day
         which is a Business Day.

         "GAAP" means accounting  principles  generally  accepted and adopted in
         the United  States of America as at the relevant  date and applied on a
         consistent basis.

         "GUARANTEE"  means the  guarantee  to be given by the  Guarantor  on or
         about the date hereof in form and substance  satisfactory to the Lender
         guaranteeing,  inter alia,  the  obligations of the Borrower under this
         Agreement.

         "HOLDING  COMPANY"  of a company or  corporation  means any  company or
         corporation  of which the  first-mentioned  company or corporation is a
         subsidiary,  and references to a company or corporation shall be deemed
         to include a company or corporation  which is not formed and registered
         under the Companies Act 1985.

         "INDEBTEDNESS"  means any obligation  (whether incurred as principal or
         surety) for the payment or repayment of money in respect of:

         (a)      monies borrowed and debit balances at banks;

         (b)      any loan note,  bond,  note,  loan  stock,  commercial  paper,
                  debenture or other security;

         (c)      any acceptance or letters of credit;

         (d)      the deferred  purchase  price of property or services,  except
                  accounts  payable and accrued expenses arising in the ordinary
                  course of business;

         (e)      any  receivable  sold  or  discounted  (otherwise  than  on  a
                  non-recourse basis);

         (f)      the  capital  value of any lease  (whether in respect of land,
                  machinery, equipment or otherwise) entered into primarily as a
                  method of raising  finance or financing the acquisition of the
                  asset leased;

         (g)      any currency or interest swap, cap, collar,  floor or corridor
                  transaction, any repurchase or reverse repurchase transaction,
                  any foreign exchange,  spot or forward transaction,  any stock
                  lending transaction,  any financial option, or any combination
                  of any of the foregoing; or

         (h)      without  double   counting,   any   guarantee,   indemnity  or
                  contingent  liability  in  respect  of any  borrowings  of any
                  person of a type  referred  to in (a) to (g) above but only to
                  the extent the  borrowings  thereby  guaranteed or indemnified
                  against are outstanding.

         "INITIAL  COLLATERAL  DEFICIENCY PERIOD" means the period commencing on
         the date hereof and continuing  until the  Collateral  Percentage is 60
         per cent or less for three 


                                       4
<PAGE>


         successive  Principal  Repayment  Dates  unless on the date  hereof the
         Collateral  Percentage is 60 per cent or less in which case there shall
         be no Initial Collateral Deficiency Period.

         "INTEREST  CALCULATION  AMOUNT"  means  in  respect  of  each  Deferred
         Interest  Period  falling  within (or part  within) the period from the
         date  hereof to the First  Interest  Payment  Date (as  defined  in the
         definition of "Interest  Payment  Date"),  the amount of interest which
         would, but for the extended First Interest Period, have been payable on
         each Principal  Repayment Date falling within (and on the final day of)
         such period, calculated on the basis that:-

         (1)      all interest on each such Principal  Repayment Date is paid on
                  its due date;

         (2)      LIBOR is re-set on each Principal Repayment Date; and

         (3)      interest  is  calculated  on  the  actual  reducing  principal
                  balance of the Advance.

         "INTEREST PAYMENT DATE" means in the case of the First Interest Payment
         Date the earlier of the Principal Repayment Date immediately  following
         the date on which the  Borrower  receives a  direction  from the Inland
         Revenue  pursuant to the United  States/United  Kingdom double taxation
         treaty to pay interest under this Agreement free of UK withholding  tax
         or the Principal  Repayment Date  immediately  following  notice by the
         Lender to the Borrower that interest payments are to be paid subject to
         UK withholding tax (such date, the "FIRST INTEREST PAYMENT DATE"),  and
         in the case of each  subsequent  interest  payment date, each Principal
         Repayment Date.

         "Interest Period" means each of the following periods:

         (a)      the period  commencing on (and  including) the day the Advance
                  is made and  ending  on (but  excluding)  the  next  following
                  Interest Payment Date; and

         (b)      thereafter,  each  period  commencing  on (and  including)  an
                  Interest  Payment Date and ending on (but  excluding) the next
                  following Interest Payment Date,

         provided  that any Interest  Period which would  otherwise  overrun the
         Final Maturity Date shall end upon of the Final Maturity Date.

         "ISSUERS"  means each of City  Mortgage  Receivables 1 Plc (Company No.
         3126751),  City Mortgage Receivables 2 Plc (Company No. 3245450),  City
         Mortgage  Receivables  3  Plc  (Company  No.  3245445),  City  Mortgage
         Receivables 4 Plc (Company No.  3246090),  City Mortgage  Receivables 5
         Plc (Company No. 3304205) and City Mortgage  Receivables 6 Plc (Company
         No. 3328209).

         "LIBOR" in  respect  of a  particular  period  and in  relation  to the
         Advance or other  amount in respect of which an interest  rate is to be
         determined  pursuant to this Agreement,  means the percentage  interest
         rate per annum  for the time  being  offered


                                       5
<PAGE>


         in the London Interbank Market to prime banks for sterling deposits for
         the relevant  period at or about 11.00 a.m.  (London time) on the first
         day of such period as published on the relevant  page of The  Bloomberg
         (Bloomberg  L.P.) under the heading "Money Market - Money Market Rates"
         save that LIBOR for the First Interest Period shall be one month LIBOR.

         "MARGIN" means 2.5 per cent per annum.

         "NOVATION  AGREEMENTS" means the six novation  agreements to be entered
         into  on  or  about  the  date  hereof  each  in  form  and   substance
         satisfactory  to the Lender  relating  to,  inter alia,  Securitisation
         Residuals in respect of  Securitisations  and the Novation agreement to
         be  entered  into on or about  the date  hereof  in form and  substance
         satisfactory  to the Lender  relating  to,  inter  alia,  certain  bank
         accounts.

         "OUTSTANDING  ADVANCE" means, on any day by reference to which the same
         falls to be determined, the aggregate amount of the Advance outstanding
         under the Facility.

         "PERMITTED PERCENTAGE" means:

         (i)      during the Initial Collateral Deficiency Period:

                  (a)      75 per cent. for so long as the Collateral Percentage
                           does not exceed 65 per cent; or

                  (b)      94 per cent. for so long as the Collateral Percentage
                           exceeds 65 per cent; or

         (ii)     during the Subsequent Collateral Deficiency Period:

                  (a)      50 per cent. for so long as the Collateral Percentage
                           does not exceed 65 per cent; or

                  (b)      94 per cent. for so long as the Collateral Percentage
                           exceeds 65 per cent.

         "POTENTIAL  EVENT OF DEFAULT"  means any event which with the giving of
         notice or the  passing of time or both or the  occurrence  of any other
         event will become an Event of Default.

         "PRINCIPAL  REPAYMENT AMOUNT" for any Principal Repayment Date means an
         amount equal to Available Cash  (calculated for the relevant  Principal
         Repayment Date) less the aggregate of:-

         (a)      interest due  hereunder on the  relevant  Principal  Repayment
                  Date; and

         (b)      all  reasonable  fees,  expenses and other  amounts due to the
                  Lender  under  any  Transaction  Document  on  such  Principal
                  Repayment Date.


                                       6
<PAGE>


         "PRINCIPAL REPAYMENT DATE" means, the 25th day of May 1998, unless that
         day is not a Business Day in which case the first  Principal  Repayment
         Date shall be the immediately preceding day which is a Business Day and
         thereafter the 25th day of each month unless that day is not a Business
         Day is which case the Principal Repayment Date
         shall be the immediately preceding day which is a Business Day.

         "PURCHASE  PRICE" means such part of the purchase  price  payable under
         the Sale Agreement as is attributed to the Securitisation Residuals.

         "PURCHASE  PRICE  BALANCE" means the amount by which the Purchase Price
         exceeds the Advance.

         "RESIDUALS  ASSIGNMENT"  means the  assignment  agreement to be entered
         into on or about the date hereof in form and substance  satisfactory to
         the Lender by the Borrower assigning in favour of the Lender the Assets
         (as therein defined).

         "RESIDUALS  MARKET VALUE" means the market value of the  Securitisation
         Residuals financed under the Facility determined at the sole discretion
         of the  Lender,  acting in good faith  which in the absence of manifest
         error shall be conclusive.

         "SECURED LIABILITIES" means all liabilities and obligations of whatever
         nature of the Borrower, the Guarantor or any other person secured under
         any Security Document.

         "SECURITISATION  DOCUMENTATION"  means all  documentation  executed  in
         connection with each Securitisation as the same shall have been novated
         and amended pursuant to, inter alia, the Novation Agreements.

         "SECURITISATION  RESIDUALS"  has the  meaning  attributed  to it in the
         Residuals Assignment.

         "SECURITISATION RESIDUALS PROCEEDS" means, in respect of Securitisation
         Residuals financed hereunder, the aggregate amount of:-

         (a)      all  cash  consideration  received  by or  on  behalf  of  the
                  Borrower or the Lender as assignee  upon or as a result of the
                  Disposal of some or all of such Securitisation Residuals; and

         (b)      any non-refundable deposit or other advance payment paid to or
                  for the  account of the  Borrower or the Lender as assignee by
                  any person  acquiring  or  proposing  to acquire all or any of
                  such  Securitisation  Residuals  under a contract  or offer to
                  purchase  or  otherwise   acquire  the  same  which  has  been
                  withdrawn, terminated, cancelled or has lapsed,

         irrespective  of whether the same shall be payable  upon or at any time
         after the relevant Disposal.


                                       7
<PAGE>


         "SECURITISATION  RESIDUALS  RECEIPTS"  means all  amounts  received  or
         recovered  by or on behalf of the Borrower or the Lender as assignee in
         respect of their  respective  rights,  title and interest in and to any
         Securitisation  Residual,  whether  received or  recovered  under or in
         accordance  with the  Securitisation  Documentation  or  otherwise  but
         excluding all Securitisation Residuals Proceeds.

         "SECURITISATIONS" means each of the six securitisations of Mortgage
         Loans  originated  by CMC and  certain  of its  subsidiaries,  effected
         through sales of the Mortgage  Loans to the Issuers on 21 March,  1996,
         18 October,  1996,  31 October,  1996,  31 January,  1997 and 30 April,
         1997.

         "SECURITY"  includes  any  mortgage,  sub  mortgage,  fixed or floating
         charge, sub charge, encumbrance, lien, pledge, hypothecation,  absolute
         assignment,   assignment  by  way  of  security,   or  title  retention
         arrangement,  and any agreement or arrangement having substantially the
         same economic or financial  effect as any of the  foregoing  (including
         any "hold back" or "flawed asset" arrangement).

         "SECURITY DOCUMENTS" means the Residuals Assignment,  (and each further
         security  document executed  pursuant  thereto),  the Borrower Proceeds
         Account Assignment and any other security document executed pursuant to
         this Agreement.

         "SERVICE  DOCUMENT"  means a writ,  summons,  order  judgment  or other
         process issued in connection with any Proceedings;

         "SUBSEQUENT  COLLATERAL  DEFICIENCY PERIOD" means the period commencing
         on the day immediately following the last day of the Initial Collateral
         Deficiency  Period and continuing  until the Final Maturity Date or, if
         earlier the repayment in full of the Advance.

         "SUBSIDIARY"  of a person means (i) any  corporation or other entity of
         which  securities or other ownership  interests  having ordinary voting
         power to elect a majority of the board of  directors  or other  persons
         performing  similar  functions  are at the time  directly or indirectly
         owned  or  controlled  by  such  person,  one  or  more  of  the  other
         subsidiaries  of such  person or any  combination  thereof  or (ii) any
         partnership in which such person is a general partner.

         "TRANSACTION  DOCUMENTS" means this Agreement,  the Security  Documents
         and the  Guarantee  and each other  document at any time  entered  into
         between all or any of the Borrower,  the Guarantor,  the Lender and any
         third party  pursuant to or in connection  with any document which is a
         Transaction Document.

         the "LENDER" shall be construed so as to include its and any subsequent
         successors and assigns in accordance with their respective interests.


                                       8
<PAGE>


         a "MONTH" is a reference to a period  starting on one day in a calendar
         month  and  ending  on the  numerically  corresponding  day in the next
         following  calendar month;  PROVIDED that,  where any such period would
         otherwise end on a day which is not a Business Day, it shall end on the
         following  succeeding  Business  Day,  unless  that  day  falls  in the
         calendar  month next  following  that in which it would  otherwise have
         ended, in which case it shall end on the immediately preceding Business
         Day;  and  provided   further   that,   if  there  is  no   numerically
         corresponding  day in the next following  calendar  month,  that period
         shall  end on the last  Business  Day in that next  following  calendar
         month (and references to "MONTHS" shall be construed accordingly).

         a "PERSON"  shall be  construed  as a reference  to any  person,  firm,
         company,  corporation,  government,  state or  agency of a state or any
         association  or  partnership  (whether  or not  having  separate  legal
         personality) of two or more of the foregoing.

         "REPAY" (or any derivative form thereof) shall, subject to any contrary
         indication,  be construed to include  "PREPAY" (or, as the case may be,
         the corresponding derivative form thereof).

         "TAX"  shall be  construed  so as to include any present or future tax,
         levy,  impost,  duty or other charge of a similar nature (including any
         penalty or interest  payable in  connection  with any failure to pay or
         any delay in paying any of the same).

         "VAT" shall be construed  as a reference  to value added tax  including
         any  similar  tax which may be  imposed in place  thereof  from time to
         time.

         the  "WINDING-UP",  "DISSOLUTION" or  "ADMINISTRATION"  of a company or
         corporation  shall be  construed  so as to include  any  equivalent  or
         analogous  proceedings  under the law of the jurisdiction in which such
         company or corporation is  incorporated  or any  jurisdiction  in which
         such company or corporation  carries on business  including the seeking
         of    liquidation,     winding-up,     reorganisation,     dissolution,
         administration,   arrangement,  adjustment,  protection  or  relief  of
         debtors.

1.2      INTERPRETATION

         For the  purposes  of this  Agreement  except  as  otherwise  expressly
         provided or unless the context otherwise requires:-

         (1)      accounting  terms  not  otherwise   defined  herein  have  the
                  meanings   assigned  to  them  in  accordance  with  generally
                  accepted accounting principles;

         (2)      references herein to "clauses",  "sub-clauses",  "paragraphs",
                  and other subdivisions  without reference to a document are to
                  designated   clauses,   sub-clauses   paragraphs   and   other
                  subdivisions of this Agreement;


                                       9
<PAGE>


         (3)      reference  to a  sub-clause  without  further  reference  to a
                  clause is a reference to such  sub-clause  as contained in the
                  same  clause in which  the  reference  appears,  and this rule
                  shall also apply to paragraphs and other subdivisions;

         (4)      the words "herein",  "hereof",  "hereunder" and other words of
                  similar  import refer to this  Agreement as a whole and not to
                  any particular provision;

         (5)      headings to clauses and Schedules are for convenience only and
                  do not affect the interpretation of this Agreement;
         (1)

         (6)      references to a "company"  shall be construed so as to include
                  any company, corporation or other body corporate, wherever and
                  however incorporated or established;

         (7)      references to times of the day are to London time;

         (8)      references to any agreement  (including  without limitation to
                  each Transaction Document),  shall be construed as a reference
                  to such agreement as the same may be, or may from time to time
                  have  been,  amended,  modified,   supplemented,   novated  or
                  restated  in  accordance  with the  terms  of the  Transaction
                  Documents;

         (1)      "(POUND STERLING)",  "POUNDS" and "STERLING" denote the lawful
                  currency of the United Kingdom and "$" and "DOLLAR" denote the
                  lawful currency of the United States of America;

         (10)     any  reference  in  this  Agreement  to  a  statute  shall  be
                  construed  as a reference to such statute as the same may have
                  been,  or may  from  time to time  be,  amended,  modified  or
                  re-enacted;

         (11)     any  reference to Security  shall  include not only  interests
                  which constitute  Security as a matter of English law but also
                  (and separately)  those which constitute  Security as a matter
                  of U.S. law.

2.       THE FACILITY AND PURPOSEFACILITY AND PURPOSE

2.1      The Lender hereby grants to the Borrower a credit  facility  comprising
         the Advance on and subject to the terms of this Agreement.

2.2      The  Advance  will be used by the  Borrower  for the  sole  purpose  of
         purchasing  the  Securitisation   Residuals  (as  novated  and  amended
         pursuant to the Novation  Agreements) from CMC and Mortgage  Management
         Limited on the terms of the Sale Agreement.


                                       10
<PAGE>


2.3      The Lender shall not be obliged to concern itself with the  application
         of  amounts   borrowed  by  the  Borrower   under  this  Agreement  and
         application  by the  Borrower  of funds  so  borrowed  contrary  to the
         provisions  of clause  2.2  shall not  prejudice  the  Lender's  rights
         hereunder or under any other Transaction Document.

3.       AVAILABILITY

3.1      The Facility  will not become  available to the Borrower and the Lender
         shall be under no obligation to make the Advance  hereunder  until each
         of the following  conditions precedent shall have been fulfilled to the
         satisfaction of the Lender:

         (1)      the  Lender  shall  have   received   each  of  the  following
                  documents, each in form and substance satisfactory to it:-

                  (1)      a  true  and  complete  copy  of the  Certificate  of
                           Formation of the Borrower, certified by the Secretary
                           of State of the State of  Delaware,  together  with a
                           certified  true  and  complete  copy  of the  limited
                           liability company agreement of the Borrower certified
                           by  the  Secretary  or  Assistant  Secretary  of  the
                           Borrower  and  a  true  and  complete   copy  of  the
                           Certificate of Limited  Partnership of the Guarantor,
                           certified  by the  Secretary of  Commonwealth  of the
                           Commonwealth  of Virginia,  together with a certified
                           true and  complete  copy of the  limited  partnership
                           agreement of the Guarantor certified by the Secretary
                           or Assistant Secretary of the Guarantor;

                  (2)      a  certificate  of  the  Secretary  or  an  Assistant
                           Secretary of each of the  Borrower and the  Guarantor
                           certifying, among other things (a) the names and true
                           signatures of the officers of such person  authorised
                           to sign the  Transaction  Documents  to which it is a
                           party;  (b)  that  the  limited   liability   company
                           agreement  or limited  partnership  agreement of such
                           person  delivered  to the  Lender  on the date of the
                           drawing of the  Advance  are true and  complete,  and
                           have  not  been   amended,   rescinded  or  otherwise
                           modified;  (c) that the  resolutions  of the Board of
                           Directors (or equivalent  governing  body) of each of
                           such person attached thereto, which authorise,  among
                           other  things  the  execution  and  delivery  of  the
                           Transaction  Documents,  are true and  complete,  and
                           have  not  been   amended,   rescinded  or  otherwise
                           modified;  (d) that the Sale  Agreement  and Novation
                           Agreements delivered to the Lender on the date of the
                           drawing of the Advance are true and  complete  copies
                           of such  documents  and  contain  all  amendments  or
                           modifications  thereto as of such date;  and (e) that
                           there  have been no  changes  in the  Certificate  of
                           Formation or Certificate of Limited  Partnership,  as
                           the case may be, of such person since the date of the
                           most recent certification thereof by the Secretary of
                           State of Delaware or Secretary of Commonwealth of the
                           Commonwealth of Virginia, as the case may be.


                                       11
<PAGE>


                  (3)      originals  (or,  where the Lender is not party to the
                           relevant  document,  certified copies) of each of the
                           following  documents,  duly  executed  by each  party
                           thereto other than the Lender:-

                           (1)      the Guarantee;

                           (2)      the Security  Documents  and all notices and
                                    acknowledgements  thereof  to be  given  and
                                    received  thereunder and all consents to any
                                    such security being granted;

                           (3)      the Sale  Agreement  including all schedules
                                    thereto and the disclosure  letter  relating
                                    thereto;

                           (4)      the Novation  Agreements  together  with all
                                    notices relating thereto;

                           (5)      the Intercompany Loan.

                  (4)      in respect of each of the Borrower and the  Guarantor
                           a copy  (certified  by the secretary or a director or
                           equivalent  officer  of the  relevant  company  to be
                           true,  complete  and up to  date  as at the  date  of
                           advance of the Advance) of all  consents,  approvals,
                           authorisations or orders of any court or governmental
                           agency or body required for the  execution,  delivery
                           and  performance  by it of, or compliance by it with,
                           the  terms  of  any   Transaction   Document  or  the
                           consummation   of   the   transactions   contemplated
                           thereby;

                  (5)      duly  executed  account  mandates  in relation to the
                           Borrower Proceeds Account,  specifying the authorised
                           signatories for the Borrower and the Lender;

                  (6)      UCC-1 Financing  Statements  executed by the Borrower
                           against the Securitisation  Residuals with respect to
                           the jurisdictions requested by the Lender;

         (2)      all conditions precedent under each other Transaction Document
                  (other  than any  requirement  that the  Facility  shall  have
                  become available hereunder) shall have been fulfilled;

         (3)      the Lender shall have received  legal  opinions,  each in form
                  and substance satisfactory to it, from each of the following:

                           (1)      Edge and Ellison;
                           (2)      Akin, Gump, Strauss, Hauer & Feld LLP;
                           (3)      in  house   counsel   to   Ocwen   Financial
                                    Corporation


                                       12
<PAGE>


         (4)      the  articles of  incorporation  and  By-Laws of the  Borrower
                  shall be in form and substance satisfactory to the Lender.

         (5)      the representations and warranties made in Section 12 shall be
                  true and  correct on and as of the Advance  Date,  immediately
                  preceding  and after giving  effect to such Advance and to the
                  application of the proceeds therefrom;

         (6)      the Lender shall be satisfied  that the loan,  in an amount at
                  least equal to the  Purchase  Price  Balance,  shall have been
                  made by the Guarantor to the Borrower  under the  Intercompany
                  Loan.

4.       DRAWINGS

4.1      Subject to:-

         (1)      the conditions  precedent in Clause 3 having been fulfilled to
                  the satisfaction of the Lender or waived by the Lender; and

         (2)      no Event of  Default  or  Potential  Event of  Default  having
                  occurred and subsisting unremedied (to the satisfaction of the
                  Lender) and unwaived,

         in each case by no later than 12, noon London time on the Advance  Date
         the Lender will make the Advance to the Borrower on the Advance Date.

4.2      Subject to the foregoing  provisions of this Clause 4 the Lender shall,
         not later than 2 pm London  time on the date on which the Advance is to
         be made (or such later time as maybe  agreed  between the  Borrower and
         the Lender), make the Advance requested,  the Advance to be credited to
         an account specified by the Borrower.

4.3      If the  Borrower  fails  for any  reason  whatsoever  (other  than as a
         consequence of a breach of the Lender's  obligations)  to draw down the
         Advance on the Advance Date  (whether such failure be the result of the
         occurrence of an Event of Default or otherwise),  the Borrower will pay
         to the  Lender on demand  such  amount as the  Lender  certifies  to be
         necessary  to  compensate  for all  losses  excluding  loss  of  Margin
         incurred or to be incurred on account of deposits  acquired or arranged
         in order to fund the Advance.  Any such certificate by the Lender shall
         be prima facie evidence of such losses.

5.       INTEREST ON ADVANCESON ADVANCES

5.1      The Borrower will pay interest on the Advance on each Interest  Payment
         Date in respect of each Interest Period  referable  thereto at the rate
         per annum equal to the  aggregate  of (i) the Margin and (ii) LIBOR for
         the relevant Interest Period.


                                       13
<PAGE>


5.2      On  the  First  Interest  Payment  Date,  the  Borrower  shall  pay  an
         additional  amount  of  interest  at the  rate  equal  to  LIBOR on the
         Interest  Calculation  Amount for each Deferred Interest Period falling
         prior to the First  Interest  Payment Date such interest to accrue from
         and including the first day of each respective Deferred Interest Period
         to but not including the last day of such Deferred Interest Period.

5.3      The Lender will,  as soon as  practicable  after  commencement  of each
         Interest Period advise the Borrower of LIBOR for that Interest  Period.
         Any  certificate  of the Lender as to the rate and  amount of  interest
         determined by it under this Agreement in respect of any Interest Period
         shall,  save for  manifest  error,  be  conclusive  and  binding on the
         Borrower and the Guarantor.

5.4      Interest at the rate  determined  as aforesaid  shall be  calculated on
         each  Advance and each part thereof on the basis of actual days elapsed
         and a 365 day year, shall accrue from day to day from and including the
         first  day of  each  Interest  Period  to but  excluding  the  date  of
         repayment of the Advance.

5.5      If LIBOR  cannot be  determined  for any  reason  the rate of  interest
         applicable  to the Advance shall be the sum of the Margin and the rate,
         expressed as a percentage  rate per annum,  which is the actual cost to
         the Lender of funding the Advance from  whatever  sources it may select
         during  such  Interest  Period (as  applicable)  and,  if the Lender so
         requires,  within  five days of such  notification  the  Lender and the
         Borrower  shall  enter  into  negotiations  with a view to  agreeing  a
         substitute  basis for  determining  the rates of interest  which may be
         applicable to the Advance in the future.

5.6      If the  Borrower is required to repay  principal  on the Advance on any
         day other than an Interest  Payment Date or Principal  Repayment  Date,
         the Borrower shall be obliged to pay such amount together with interest
         accrued thereon to the date of such repayment.

6.       REPAYMENT AND APPLICATION OF RECEIPTSAND APPLICATION OF RECEIPTS

6.1      The Borrower shall repay the amount of the Outstanding  Advance in full
         (together  with all  other  amounts  then due  hereunder)  on the Final
         Maturity Date.

6.2      The  Borrower  shall,  on  each  Principal  Repayment  Date  repay  the
         Principal Repayment Amount for such Principal Repayment Date.

6.3      Securitisation Residuals Receipts and Securitisation Residuals Proceeds
         received  by any party  hereto  other than the Lender  shall be paid by
         such  party,  forthwith  upon  receipt  of the  same,  to the  Borrower
         Proceeds  Account and shall be held by the relevant  party on trust for
         the  Lender  pending  payment  of the same into the  Borrower  Proceeds
         Account.

6.4      On each  Principal  Repayment  Date  the  Permitted  Percentage  of all
         Securitisation Residual Receipts and 100 per cent of all Securitisation
         Residuals  Proceeds shall be 


                                       14
<PAGE>


         applied in or towards  satisfaction  of the obligations of the Borrower
         hereunder in the following order of priority:

         (1)      first,  in or towards  payment of all interest  falling due to
                  the Lender  hereunder  on the relevant  Interest  Payment Date
                  together with any overdue  interest  accrued thereon up to and
                  including the relevant distribution date;

         (2)      second,  in or  towards  payment  of the  Principal  Repayment
                  Amount due on such Principal Repayment Date;

         (3)      third,  in or  towards  payment  of all  reasonable  fees  and
                  expenses or other  amounts  due and owing to the Lender  under
                  all Transaction  Documents  (other than amounts referred to in
                  (a) or (b)); and

         (4)      prior to an Event of Default which is continuing, the balance,
                  if any, to be released to the Borrower,
         (1)

         provided that at all times  following the earlier of an Acceleration or
         an Enforcement the whole of the provisions of this clause 6 shall cease
         to apply and all amounts received or recovered in respect of the assets
         subject to the  Security  Documents  may be applied by the Lender in or
         towards  satisfaction  of the Secured  Liabilities in such order as the
         Lender in its absolute discretion shall determine.

6.5      If:-

         (a)      (i)      on the third consecutive  Principal Repayment Date on
                           which the applicable  Permitted  Percentage is 94 per
                           cent; and

                  (ii)     on each  of  such  three  (3)  consecutive  Principal
                           Repayment Dates the Collateral Percentage (calculated
                           on the basis of  Outstanding  Advances  as reduced by
                           the Principal  Repayment  Amount repaid on such date)
                           exceeds 65 per cent,

         OR

         (b)      on any  Principal  Repayment  Date the  provisions  of clauses
                  6.5(a)(i) and (ii) or this clause 6.5(b) have been  applicable
                  to any of the six immediately  preceding  Principal  Repayment
                  Dates  and on such  Principal  Repayment  Date the  Collateral
                  Percentage, after application of the provisions of clause 6.4,
                  exceeds 65 per cent,

         then the Borrower  shall,  at its option,  on such Principal  Repayment
         Date either:

                  (A)      prepay an amount  equal to the  Additional  Principal
                           Repayment Amount; or


                                       15
<PAGE>


                  (B)      provide additional  Eligible Collateral of a value as
                           would result in a Collateral  Percentage  (calculated
                           on the basis of  Outstanding  Advances  as reduced by
                           the Principal Repayment Amount repaid on the relevant
                           Principal Repayment Date) of 65 per cent,

6.6      Following application of funds under and in accordance with clause 6.4,
         and provided that no Event of Default has occurred and is continuing if
         the aggregate of:-

         (a)      Securitisation  Residual Receipts received or recovered during
                  the related Collection Period; plus

         (b)      Securitisation  Residual Proceeds received or recovered during
                  the related Collection Period,

         exceeds  Available  Cash,  then such  excess  shall be  released to the
         Borrower,  to such  account  as the  Borrower  shall  from time to time
         direct.

6.7      Without prejudice to the Security  Documents,  the Lender shall consent
         to the Disposal of some or all of the Securitisation Residuals financed
         hereunder   provided   that  the   Collateral   Percentage   calculated
         immediately  following  such Disposal is no greater than the Collateral
         Percentage calculated on the Principal Repayment Date immediately prior
         to such Disposal.

6.8      If all or any part of the  Advance is repaid  under this  clause  other
         than on an  Principal  Repayment  Date,  the  Borrower  will pay to the
         Lender on demand such amount as the Lender certifies to be necessary to
         compensate it for all losses excluding loss of Margin incurred or to be
         incurred by it on account of deposits  acquired or arranged in order to
         fund the Advance.  Any such  certificate  by the Lender  shall,  in the
         absence of manifest error, be prima facie evidence of such losses.

6.9      Subject to Clause 6.8, the Borrower may on any Business  Day, upon five
         Business Days prior written notice to the Lender, prepay in whole or in
         part the  Outstanding  Advance  hereunder  together  with  all  accrued
         interest thereon.

7.       EVIDENCE OF DEBTOF DEBT

         The  Lender  shall  maintain  in  accordance  with its usual  practice,
         accounts  evidencing the amounts from time to time lent by and owing to
         it hereunder,  and in any legal action or proceeding  arising out of or
         in connection  with this  Agreement,  the entries made in such accounts
         shall in the absence of manifest  error be prima facie  evidence of the
         existence and amounts of the specified obligations of the Borrower.

8.       TAXES

8.1      If the Borrower:-


                                       16
<PAGE>


         (1)      whether before or after receipt by the Borrower of a direction
                  from the Inland Revenue  pursuant to the United  States/United
                  Kingdom  double  taxation  treaty to pay  interest  under this
                  Agreement free of UK  withholding  tax is required as a result
                  of  any   change   in  law   or  in  its   interpretation   or
                  administration  to make any  payment to the  Lender  hereunder
                  subject to any deduction or withholding on account of tax; or

         (2)      is  unable  to  obtain a  direction  from the  Inland  Revenue
                  pursuant to the United  States/United  Kingdom double taxation
                  treaty  to  pay  interest  under  this  Agreement  free  of UK
                  withholding  tax (other than as a result of an act or omission
                  of the Lender);

         it shall notify the Lender of such event and, provided that as a result
         of (a) or (b) above payments  hereunder are required to be made subject
         to a deduction or withholding on account of tax, the sum payable by the
         Borrower in respect of which such  deduction or withholding is required
         to be made shall,  subject to clause 8.2, be  increased  (the amount of
         such increase being referred to hereafter as the "GROSS-UP  AMOUNT") to
         the extent  necessary to ensure that,  after the making of the required
         deduction or  withholding,  the Lender  receives and retains (free from
         any liability in respect of such  deduction or  withholding)  a net sum
         equal to the sum which it would have  received  and so retained  had no
         such deduction or withholding been made or required to be made.

8.2      If, at any time, the  circumstances  in clause 8.1 apply,  the Borrower
         shall be entitled to prepay the whole (but not part) of the Outstanding
         Advance  within  60 days of the  change in law or  unavailability  of a
         direction  pursuant  to the treaty,  as the case may be, in  accordance
         with Clause 6.9 and in such  circumstances  the Lender  agrees that the
         provisions  of Clause 6.8 hereof shall not apply and, if during such 60
         day period any  Gross-up  Amount would  otherwise  fall due for payment
         hereunder,  the Borrower  shall be entitled to defer the  obligation to
         pay the same until the last day of the 60 day  period,  on which day it
         shall fall due.

8.3      If the Borrower  makes any payment  hereunder in respect of which it is
         required by law to make any deduction or withholding on account of tax,
         it shall pay the full amount required to be deducted or withheld to the
         relevant  taxation or other authority  within the time allowed for such
         payment under  applicable  law and shall deliver to the Lender,  within
         thirty days after it has made such payment to the applicable authority,
         an  original  receipt  (or a  certified  copy  thereof)  issued by such
         authority  evidencing  the payment to such  authority of all amounts so
         required to be  deducted or withheld in respect of such  payment or any
         other written evidence acceptable to the Lender.

8.4      If the  Borrower  pays any  increased  amount under clause 8.1 ( a "TAX
         PAYMENT") and the Lender,  acting  reasonably,  determines  that it has
         received and retained a refund of, or a credit against, the tax paid or
         payable  by it and that the  refund  or  credit  is in  respect  of, or
         calculated with reference to, the deduction or withholding  giving rise
         to 


                                       17
<PAGE>


         the Tax Payment (such refund or credit being referred to hereafter as a
         "TAX CREDIT"),  then the Lender shall,  to the extent that it can do so
         without prejudice to the retention of the Tax Credit,  reimburse to the
         Borrower in the manner described in the following  sentence such amount
         as the Lender shall  reasonably  determine to be the  proportion of the
         Tax Credit as will leave the Lender after reimbursement in no better or
         worse  position  than it would have been in if the Tax  Payment had not
         been  required.  The manner in which such  reimbursement  is to be made
         shall first be by way of set off against  such of the  amount(s)  which
         the Borrower is then liable to pay to the Lender (for  whatever  reason
         and regardless of whether the payment of such amount(s) has fallen due)
         as the Lender  shall,  in its sole  opinion,  specify and notify to the
         Borrower.

8.5      Nothing in this clause 8 shall  interfere  with the  Lender's  right to
         arrange its tax affairs in whatever  manner it thinks fit and,  without
         limiting the foregoing, the Lender shall not be under any obligation to
         claim any Tax Credit in priority to any other claims, reliefs,  credits
         or  deductions  available  to it. The Lender  shall not in any event be
         obliged to disclose any information  relating to its tax affairs or any
         computations in respect thereof to the Borrower or any other person.

8.6      All amounts  payable under this Agreement are expressed to be exclusive
         of any VAT chargeable in respect  thereof.  If any VAT is chargeable in
         respect of such amounts,  the Borrower shall,  in addition,  pay to the
         Lender an amount equal to such VAT,  and the Lender  shall  provide the
         Borrower with a proper VAT invoice in respect thereof.

9.       INCREASED COSTSCOSTS

9.1      If, by reason of:-

         (1)      the  introduction  of, or any  change in any  applicable  law,
                  regulation  or  regulatory  requirement  or any  change in the
                  interpretation  or  application  of any  thereof  in each case
                  after the date hereof and/or

         (2)      compliance by the Lender or any holding  company of the Lender
                  with any applicable directive,  request or requirement whether
                  or not having the force of law but, if not having the force of
                  law being of general  application and of a type with which the
                  Lender or a holding  company  of the Lender is  accustomed  to
                  comply of any central bank or any self regulating organisation
                  or any  governmental,  fiscal,  monetary  or  other  authority
                  (including,  but not  limited  to,  a  directive,  request  or
                  requirement  which  affects  the  manner  in  which  any  bank
                  allocates  capital in support of its assets or  liabilities or
                  contingent  liabilities or deposits with it or for its account
                  or advances or  commitments  made by it) which is brought into
                  effect after the date hereof,

         and if, to the extent of  compliance  with either or both of paragraphs
         (a) and (b):-

                  (1)      the  Lender or any  holding  company of the Lender is
                           unable  to obtain  the rate of return on its  capital
                           which it would  have been able to obtain


                                       18
<PAGE>


                           but for the  Lender's  entering  into or  assuming or
                           maintaining   a   commitment   or   performing    its
                           obligations   (including   its   obligation  to  make
                           Advances) under this Agreement;

                  (2)      the  Lender  or any  holding  company  of the  Lender
                           incurs a cost as a result  of the  Lender's  entering
                           into or  assuming  or  maintaining  a  commitment  or
                           performing its obligations  (including its obligation
                           to make Advances) under this Agreement;

                  (3)      there is any  increase  in the cost to the  Lender or
                           any  holding  company  of the  Lender of  funding  or
                           maintaining all or any of the Advances;

                  (4)      the  Lender  or any  holding  company  of the  Lender
                           becomes  liable to make any payment on account of tax
                           or otherwise (except on account of any tax imposed on
                           and  calculated by reference to the net income of the
                           Facility  Office  by the  jurisdiction  in which  the
                           Lender (or its holding company) is incorporated or in
                           which the Facility  Office is  located),  or foregoes
                           any interest or other  return,  on or  calculated  by
                           reference  to the amount of any Advance or the amount
                           of any  sum  received  or  receivable  by it (or  its
                           subsidiary) under this Agreement,

         then the  Borrower  shall,  from time to time on demand of the  Lender,
         promptly pay to the Lender  amounts  sufficient to indemnify the Lender
         or its holding company as appropriate  against, as the case may be, (1)
         such  reduction  in the rate of return of capital,  (2) such cost,  (3)
         such increased  cost (or such  proportion of such increased cost as is,
         in  the  opinion  of the  Lender,  attributable  to its or its  holding
         company funding or maintaining the Advance), or (4) such liability.

9.2      If the Lender  intends  to make a claim  pursuant  to this  clause 9 it
         shall  notify  the  Borrower  of the  event  by  reason  of which it is
         entitled to do so PROVIDED that nothing herein shall require the Lender
         to disclose any confidential  information  relating to the organisation
         of its affairs and shall consult with the Borrower as to possible steps
         that could be taken to reduce any such  increased  costs  provided that
         the  Lender  shall  be  under no  obligation  to take  any  such  steps
         considered.

9.3      If  notwithstanding  the  consultation  referred to in Clause 9.2,  the
         provisions  of Clause 9.1 would apply then the Borrower  shall,  at its
         option,  be  entitled  to  prepay  the  whole  (but  not  part)  of the
         Outstanding   Advance  in  accordance  with  Clause  6.9  and  in  such
         circumstances  the  Lender  agrees  that the  provisions  of Clause 6.8
         hereof shall not apply.

10.      ILLEGALITY

         If, at any time, it is or becomes unlawful for the Lender to make, fund
         or allow to remain  outstanding  all or part of the  Advance,  then the
         Lender shall, promptly after becoming aware of the same, deliver to the
         Borrower a notice to that effect,  the 


                                       19
<PAGE>


         Lender shall not  thereafter  be obliged to make the Advance  hereunder
         and,  if the Lender has made the  Advance,  the  Borrower  shall on the
         earlier of:

         (a)      the date falling 90 days after the date of notification of the
                  illegality; and

         (b)      the Business  Day  immediately  preceding  the day on which it
                  will become unlawful for the Lender to do as aforesaid,

         repay any Outstanding  Advance  together with accrued  interest thereon
         and all other amounts owing to the Lender hereunder.

11.      PAYMENTS

         Any payment to be paid by the  Borrower to the Lender  pursuant to this
         Agreement shall be made in sterling, in immediately  available,  freely
         transferrable  and cleared funds for value same day, to such account of
         the Lender as the Lender shall,  from time to time,  have  specified in
         writing for such purpose.

12.      REPRESENTATIONS AND WARRANTIESAND WARRANTIES

12.1     The Borrower hereby represent,  warrant,  covenant and undertake to the
         Lender that:-

         (1)      it is a limited  liability  company  duly  organised,  validly
                  existing and in good  standing  under the laws of the state of
                  its  organisation  and is duly  authorised  and  qualified  to
                  transact any and all business  contemplated  by this Agreement
                  and the other Transaction Documents to be conducted by it.

         (2)      it has the full limited  liability company power and authority
                  to  execute,  deliver  and  perform,  and to  enter  into  and
                  consummate the transactions contemplated by this Agreement and
                  the other Transaction Documents to which it is a party and has
                  been  duly  authorised  by  all  necessary  limited  liability
                  company  action  on  its  part  the  execution,  delivery  and
                  performance  of  this  Agreement  and  the  other  Transaction
                  Documents to which it is a party;  and this Agreement and each
                  Transaction Document to which it is a party,  assuming the due
                  authorisation,  execution and delivery  thereof by the Lender,
                  constitutes   its  legal,   valid  and   binding   obligation,
                  enforceable  against  it in  accordance  with  its  respective
                  terms,  except  to the  extent  that  (a)  the  enforceability
                  thereof may be limited by bankruptcy,  insolvency, moratorium,
                  receivership  and other  similar laws  relating to  creditors'
                  rights  generally  and (b) the remedy of specific  performance
                  and  injunctive  and other  forms of  equitable  relief may be
                  subject to the equitable defences and to the discretion of the
                  court before which any proceeding therefor may be brought;

         (3)      its  execution  and  delivery  of  this   Agreement  and  each
                  Transaction  Document to which it is a party, the consummation
                  of  any  other  of  the   transactions   herein   or   therein
                  contemplated  on its part and the  fulfilment of or compliance
                  with


                                       20
<PAGE>


                  the terms  hereof or thereof will not (i) result in a material
                  breach  of  any  term  or  provision  of  its  Certificate  of
                  Formation,  limited  liability  company agreement and/or other
                  constituent documents or (ii) materially conflict with, result
                  in a material breach,  violation or acceleration of, or result
                  in a material  default under,  the terms of any other material
                  agreement or  instrument to which it is a party or by which it
                  may be bound, or any statute,  order or regulation  applicable
                  to it of any court, regulatory body,  administrative agency or
                  governmental body having jurisdiction over it;

         (4)      it is not party to, bound by, or in breach or violation of any
                  material  indenture or other material agreement or instrument,
                  or  subject  to or in  violation  of  any  statute,  order  or
                  regulation  of  any  court,  regulatory  body,  administrative
                  agency or governmental body having jurisdiction over it, which
                  materially and adversely  affects or, to its knowledge,  would
                  in the future materially and adversely affect, (i) its ability
                  to  perform  its  obligations  under  this  Agreement  or  the
                  Transaction  Documents  to  which  it is a party  or (ii)  its
                  business,  operations,   financial  condition,  properties  or
                  assets taken as a whole;
         (1)

         (5)      no  litigation  is pending  or, to the best of its  knowledge,
                  threatened  against it that  would  materially  and  adversely
                  affect  the  execution,  delivery  or  enforceability  of this
                  Agreement or the Transaction  Documents to which it is a party
                  or its ability to perform any of its obligations  hereunder or
                  thereunder in accordance with the terms hereof or thereof;

         (6)      no consent,  approval,  authorisation or order of any court or
                  governmental  agency or body is  required  for the  execution,
                  delivery and  performance  by it of, or compliance by it with,
                  this  Agreement or any  Transaction  Document to which it is a
                  party or the  consummation  of the  transactions  contemplated
                  hereby  or  thereby,   or  if  any  such  consent,   approval,
                  authorisation  or order is required,  it has obtained or it is
                  in the process of obtaining the same;

         (7)      it has not, at any time since its formation, had any employee,
                  entered  into  any  contracts,  carried  on  any  business  or
                  incurred any liabilities;

         (8)      it has filed or caused to be filed, all tax returns  (federal,
                  state  and  local)  (or  requests  for  extension   which  are
                  routinely granted) which are required to be filed and has paid
                  all taxes  including  those which have become due  pursuant to
                  such returns or pursuant to any assessments made against it or
                  any of its  properties,  as the  case  may be,  and all  other
                  material  taxes or other  charges  imposed on it or any of its
                  properties  by any  Governmental  Authority;  and no tax liens
                  have been filed;

         (9)      no  proceeds  of  the  Advance  will  be  used,   directly  or
                  indirectly,   by  it  for  the  purpose  of   "purchasing"  or
                  "carrying"  any "margin  stock" or for the purpose of reducing
                  or retiring any Indebtedness which was originally  incurred to


                                       21
<PAGE>


                  purchase or carry margin stock or for any other  purpose which
                  might  cause the Advance to be a "purpose  credit"  within the
                  meaning  of  Regulation  U of the  Board of  Governors  of the
                  Federal Reserve System;

         (10)     all  financial  statements  of the  Borrower  delivered to the
                  Lender fully and accurately  present the financial position of
                  the Borrower as of the respective  dates thereof in accordance
                  with GAAP. Since 31 December, 1997, there has been no material
                  adverse  change  in  the  business,  operations,   properties,
                  condition   (financial  or  otherwise)  or  prospects  of  the
                  Borrower;

         (11)     it is, not directly or  indirectly,  controlled  by any Person
                  which is, an  "investment  company"  within the meaning of the
                  Investment  Company Act of 1940, as amended;  the Borrower and
                  Guarantor are not subject to any regulation  under any federal
                  or state  statute or  regulation  which  limits its ability to
                  incur Indebtedness.

         The representations  and warranties under clause 14.1(a)-(k)  inclusive
         shall be given on the date of this  Agreement  and shall be repeated on
         each date on which the Advance is outstanding hereunder by reference to
         the facts and circumstances existing at the relevant time.

12.2     The Lender  represents and warrants to the Borrower in terms of clauses
         12.1(a) to (f) (inclusive),  mutatis mutandis,  save that the reference
         in Clause 12.1 (a) to a limited liability company shall be construed as
         a reference to a corporation.

12.3     lt is understood and agreed that the representations and warranties set
         forth in clause 12.1 shall  survive the  pledging  and  charging of the
         Securitisation  Residuals  to the Lender and shall enure to the benefit
         of the Lender.

12.4     With respect to the representations and warranties  contained in clause
         12.1  which  are made to the best of the  Borrower's  knowledge,  after
         reasonable inquiry and investigation, if it is discovered by either the
         Borrower,  or the Lender that the substance of such  representation and
         warranty is inaccurate  then,  notwithstanding  the Borrower's  lack of
         knowledge with respect to the inaccuracy at the time the representation
         or warranty was made,  the Lender shall have the same rights in respect
         of the breach thereof as it would have if the applicable representation
         or warranty was breached.

12.5     Upon  discovery by either the Borrower or the Lender of a breach of any
         of the foregoing representations and warranties given under clause 12.1
         the party  discovering  such breach shall give prompt written notice to
         the other.

13.      UNERTAKINGS AND COVENANTS

13.1     The Borrower hereby  undertakes with the Lender that from and after the
         date  hereof  and until all sums due and to become due  hereunder  have
         been paid or repaid in full and the Facility shall no longer exist:


                                       22
<PAGE>


         (1)      it shall  obtain,  comply with the terms of and do all that is
                  necessary   to   maintain   in  full   force  and  effect  all
                  authorisations,  approvals,  licences and consents required in
                  or by the laws and regulations of all applicable jurisdictions
                  to  enable  it   lawfully   to  enter  into  and  perform  its
                  obligations under this Agreement and each Transaction Document
                  and  to  ensure  the  legality,  validity,  enforceability  or
                  admissibility  in  evidence in England of this  Agreement  and
                  each  Transaction  Document  and shall ensure that none of the
                  foregoing are revoked or modified;

         (2)      it shall  promptly  inform the Lender of the occurrence of any
                  Event of  Default or  Potential  Event of  Default  and,  upon
                  receipt of a written  request to that  effect from the Lender,
                  confirm to the Lender that, save as previously notified to the
                  Lender or as notified in such confirmation,  no such event has
                  occurred;

         (3)      it shall  ensure  that at all times the  claims of the  Lender
                  against it under this Agreement and the Transaction  Documents
                  are secured as provided in the Security Documents and that the
                  security thereunder will be of the nature and will rank in the
                  priority it is expressed to have in the Security Documents;

         (4)      it shall not, without the prior written consent of the Lender,
                  create or permit to subsist  any  Security  over all or any of
                  its present or future  revenues  or assets  save for  security
                  created (or permitted) under the Security Documents;

         (5)      it shall not, without the prior written consent of the Lender,
                  incur  any   Indebtedness   (whether   actual  or  contingent,
                  subordinated or otherwise  whatsoever)  make any loans,  grant
                  any  credit or give any  guarantee  or  indemnity  (except  as
                  contemplated  in the  Transaction  Documents)  to or  for  the
                  benefit  of any  person or  otherwise  voluntarily  assume any
                  liability,  whether  actual or  contingent,  in respect of any
                  obligation of any other person;

         (6)      it shall not, without the prior written consent of the Lender,
                  issue any  further  membership  interests  or alter any rights
                  attaching to its issued  membership  interests in existence at
                  the date hereof;

         (7)      it shall not, without the prior written consent of the Lender,
                  sell, lease,  transfer or otherwise dispose of, by one or more
                  transactions  or series of  transactions  (whether  related or
                  not),  the  whole or any part of its  revenues  or its  assets
                  except as permitted under the Transaction Documents;

         (8)      it shall  ensure that the Residual  Assignment  remains at all
                  times  its  valid  obligation  and that the  Security  created
                  thereunder remains valid and perfected security.

         (9)      it shall  apply all monies  released  to it  pursuant  to this
                  Agreement  first in discharge of amounts due to the  Guarantor
                  under the Intercompany Loan.


                                       23
<PAGE>


         (10)     it shall not, unless and until it has satisfied on such a date
                  any amounts which have fallen due to the  Guarantor  under the
                  Intercompany  Loan  make or  declare  any  dividend  or  other
                  distribution;

         (11)     it shall not, without the prior written consent of the Lender,
                  open or permit to be opened any bank  accounts  in its name or
                  on its behalf other than the Borrower Proceeds Account;

         (12)     it  shall  not  engage  in  any   business   other  than  that
                  contemplated in the  Transaction  Documents and shall not have
                  any employees;

         (13)     it shall not make or permit any  amendments  to be made to the
                  Certificate of Formation,  limited liability company agreement
                  and/or its other  constituent  documents without prior written
                  consent of the Lender,  such  consent  not to be  unreasonably
                  withheld;

         (14)     it  shall  deliver  to the  Lender  as  soon as the  same  are
                  available,  and in any event  within  one  hundred  and twenty
                  (120) days after the end of each of its financial years a copy
                  of its audited annual financial statements;

         (15)     it shall  provide the Lender  promptly  upon  request with any
                  information  relating to it and/or its financial  condition as
                  the  Lender  may  from  time to  time  reasonably  require  in
                  connection with this Agreement;

         (16)     it shall  ensure  that each set of  audited  annual  financial
                  statements  delivered  pursuant to sub-clause (l) are prepared
                  in accordance with generally  accepted  accounting  principles
                  and on the same basis every year and half year (save as may be
                  required  from time to time as a result of  changes  in law or
                  regulation or generally accepted accounting principles);

         (17)     it shall,  promptly  upon receipt of the same,  deliver to the
                  Lender  a copy  of  any  independent  accountants'  management
                  letters  received  by it  relating  to it or any member of its
                  group;

14.      DEFAULT

14.1     In the event of:-

         (1)      any  default by the  Borrower in the payment of any amount due
                  for payment  hereunder,  including  without  limitation  under
                  clause 6.2 (if applicable) or under any  Transaction  Document
                  within two Business Days after written  notice from the Lender
                  demanding payment of the same has been received; or

         (2)      the   Borrower   failing  to  observe  or  perform  any  other
                  covenants,  obligations  or agreements  of the Borrower  under
                  this Agreement or any  Transaction  


                                       24
<PAGE>


                  Document  which,  if (in the good faith opinion of the Lender)
                  capable  of  remedy  shall  not  have  been  remedied  (to the
                  satisfaction  of the Lender)  within  thirty  Business Days of
                  written notice from the Lender  requiring  remedy of the same;
                  or

         (3)      any  representation  or  warranty  made  or  repeated  by  the
                  Borrower or the  Guarantor  under this  Agreement or under any
                  other Transaction Document being or proving to be or have been
                  untrue or incorrect or misleading  in any material  respect as
                  at the date at which it was made or repeated,  and in the case
                  of any such breach which is (in the good faith  opinion of the
                  Lender) capable of remedy, the relevant breach not having been
                  remedied within thirty  Business Days of the Lender  requiring
                  the Borrower  or, as the case may be, the  Guarantor to do so;
                  or

         (4)      any default by the  Guarantor in the payment of any amount due
                  for payment under the Guarantee or under any other Transaction
                  Document on the due date therefor; or

         (5)      the  Guarantor   failing  to  observe  or  perform  any  other
                  covenant,  obligation or agreement  contained in the Guarantee
                  or under any other Transaction Document which, if (in the good
                  faith opinion of the Lender) is capable of remedy has not been
                  remedied (to the  satisfaction  of the Lender)  within  thirty
                  Business Days of the Lender  requiring the Guarantor to do so;
                  or

         (6)      the  Residual  Assignment  ceasing to be a binding  obligation
                  upon the Borrower Security thereunder; or

         (7)      the Borrower or the  Guarantor  shall:  (i) become  insolvent;
                  (ii) be  dissolved;  (iii) fail  generally to pay its debts as
                  such debts become due;  (iv)  commence a voluntary  case under
                  federal  bankruptcy,  insolvency  or other  similar  law;  (v)
                  consent to the  appointment  of or taking of  possession  by a
                  receiver,   liquidator,   assignee,   trustee,  custodian,  or
                  sequestrator  (or other  similar  official) of the Borrower or
                  the Guarantor or of any substantial part of its property; (vi)
                  make an assignment for the benefit of creditors; or (vii) take
                  any action intended or likely to result in any event described
                  in the foregoing clauses (i) through (vi); or

         (8)      there shall be filed or entered in respect of the  Borrower or
                  the  Guarantor  a  petition,  decree or order for  relief by a
                  court having  jurisdiction  in the premises in an  involuntary
                  case under the federal  bankruptcy  laws,  as now or hereafter
                  constituted, or any other applicable federal, state or foreign
                  bankruptcy,  insolvency  or other similar law, or appointing a
                  receiver,   liquidator,   assignee,   custodian,   trustee  or
                  sequestrator  (or other  similar  official) of the Borrower or
                  the Guarantor or of any substantial  part of its property,  or
                  ordering the winding up or liquidation of its affairs, and any
                  such  petition,  decree or order shall  continue  undismissed,
                  unstayed and in effect for a period 


                                       25
<PAGE>


                  of 60 days; or

         (9)      any  material  adverse  change  in the  condition  (financial,
                  business,  prospects or  otherwise)  of any of the Borrower or
                  the Guarantor occurring,  which, in the reasonable judgment of
                  the Lender is reasonably likely to prevent the Borrower or the
                  Guarantor,  as the case may be, from performing its respective
                  material  obligations  under any  Transaction  Document  or is
                  likely to  adversely  affect the value (to the  Lender) of its
                  security  whether  by  adversely  affecting  the value of such
                  security, the prospects of a sale thereof or otherwise; or

         (10)     the Borrower  ceasing to be a wholly owned subsidiary of Ocwen
                  Asset Investment Corporation ("OAIC"); or

         (11)     OAIC  ceasing to own a majority of the issued and  outstanding
                  common shares of Ocwen General, Inc.

         (12)     the Borrower or the Guarantor shall default in respect of: (i)
                  any payment  obligation  under any loan from the Lender or any
                  subsidiary or affiliate of the Lender or any obligation to pay
                  for  securities  delivered to the Borrower or the Guarantor by
                  the Lender or a subsidiary; (ii) the Borrower or the Guarantor
                  shall  fail to pay any money  due  under any other  agreement,
                  note,   indenture   or   instrument   evidencing,    securing,
                  guaranteeing  or  otherwise  relating to  Indebtedness  of the
                  Borrower or the Guarantor for borrowed  money in the aggregate
                  of  $10,000,000,  which failure to pay constitutes an event of
                  default under any such  agreement or instrument or constitutes
                  a  default  and  such  default  shall   continue   beyond  any
                  applicable grace periods therein  specified or the Borrower or
                  the Guarantor  shall default in the  observance or performance
                  of any other  covenant or condition  in any such  agreement or
                  instrument,  which default constitutes an event of default and
                  has not been waived by the creditor or other  applicable party
                  thereunder,   and  such  default  shall  continue  beyond  any
                  applicable  grace periods therein  specified;  (iii) any other
                  event  shall occur or  condition  shall exist if the effect of
                  such event or condition is to accelerate  the maturity of such
                  Indebtedness;  or (iv) any such Indebtedness shall be declared
                  due and payable prior to the stated  maturity  thereof;  other
                  than,  in the case of items (ii)  thereof  (iv),  Indebtedness
                  with   respect  to  which  the   failure  to  pay  would  not,
                  individually  or in  the  aggregate,  be  expected  to  have a
                  material   adverse   effect   on  the   financial   condition,
                  operations,  business  or  prospects  of the  Borrower  or the
                  Guarantor,

         (each of the  foregoing an "EVENT OF DEFAULT"),  the Lender may,  (save
         that in  relation  to clause  14.1 (g) and (h) upon the  occurrence  of
         which  the  Outstanding  Advance  together  with all  interest  accrued
         thereon and all other sums then due and  outstanding  from the Borrower
         hereunder shall automatically become immediately due and payable),  for
         so long as such event is  continuing  unwaived by the Lender do each or
         any of the following:


                                       26
<PAGE>


                  (1)      declare,  by  written  notice  to the  Borrower,  the
                           Outstanding   Advance   together  with  all  interest
                           accrued  thereon  and all  other  sums  then  due and
                           outstanding   hereunder   from  the  Borrower  to  be
                           immediately due and payable, whereupon the same shall
                           become immediately due and payable; and/or

                  (2)      enforce all or any of its security under the Security
                           Documents; and

                  (3)      terminate this Agreement,.

         whereupon  the Lender shall cease to be obliged to make, if not already
         made, the Advance hereunder.

14.2     If the  Advance  shall  be  declared  immediately  due and  payable  as
         aforesaid,  the  Borrower  shall pay to the Lender  such  amount as the
         Lender certifies to be necessary to compensate it for any loss incurred
         (excluding  loss of Margin) or to be  incurred  on account of  deposits
         acquired or arranged in order to fund such Advance as a consequence  of
         such Event of Default.

14.3     The rights  conferred on the Lender pursuant to this clause 14 shall be
         in addition  to whatever  rights the Lender may have both at law and in
         equity.

14.4     The Lender may waive any default by the Borrower in the  performance of
         its obligations hereunder and its consequences. Upon any such waiver of
         a past  default,  such default  shall cease to exist,  and any Event of
         Default  arising  therefrom  shall be deemed to have been  remedied for
         every  purpose of this  Agreement.  No such waiver  shall extend to any
         subsequent  or other  default  or impair any right  consequent  thereon
         except to the extent expressly so waived.

14.5     The Borrower  agrees to indemnify and keep  indemnified the Lender from
         and  against  any  loss,  cost  (including  any  cost of  enforcement),
         liability  (including  any tax  liability),  claim or damage  which the
         Lender  incurs or suffers as a  consequence  of the  occurrence  of any
         Event of Default and the indemnity may,  without  limiting the Lender's
         rights, be claimed as a debt or liquidated demand.


                                       27
<PAGE>


15.      DEFAULT INTERESTINTEREST

15.1     If any sum due and payable by the Borrower hereunder is not paid on the
         due date  therefor or if any sum due and payable by the Borrower  under
         any judgement or decree of any court in connection herewith is not paid
         on the date of such judgement or decree,  the period  beginning on such
         due date or, as the case may be, the date of such  judgement  or decree
         and ending on the date upon which the obligation of the Borrower to pay
         such sum (the  balance  thereof for the time being  unpaid being herein
         referred to as an "UNPAID  SUM") is  discharged  shall be divided  into
         successive periods, each of which (other than the first) shall start on
         the last day of the  preceding  such period and the duration of each of
         which  shall  (except  as  otherwise  provided  in this  clause  15) be
         selected by the Lender.

15.2     During each such period relating thereto as is mentioned in clause 15.1
         an unpaid sum shall bear  interest  at the rate per annum  which is the
         sum from time to time of two per cent and the Margin in respect thereof
         at such time and LIBOR on the first day of the relevant period provided
         that:

         (1)      if, for any such period, LIBOR cannot be determined,  the rate
                  of  interest  applicable  to such unpaid sum shall be the rate
                  per annum  which is the sum of two per cent and the  Margin in
                  respect thereof at such time and the rate per annum determined
                  by the  Lender  to be  equal to the rate  which  express  as a
                  percentage  rate per annum  equals  the cost to it of  funding
                  such unpaid sum for such period from  whatever  sources it may
                  select; and

         (2)      if such unpaid sum is all or part of the Advance  which became
                  due and payable on a day other than an Interest  Payment  Date
                  therefor, the first such period applicable thereto shall be of
                  a duration  equal to the  unexpired  portion of that  Interest
                  Period and the rate of interest  applicable  thereto from time
                  to time during such period shall be that which  exceeds by two
                  per cent the rate which would have been  applicable  to it had
                  it not so fallen due.

15.3     Any interest  which shall have accrued  under this clause 15 in respect
         of an  unpaid  sum  shall be due and  payable  and shall be paid by the
         Borrower  at  the  end  of the  period  by  reference  to  which  it is
         calculated  or on such other dates as the Lender may specify by written
         notice to the Borrower.
1.1

16.      CALCULATIONS

16.1     The Borrower  shall,  for each  Interest  Payment  Date,  calculate the
         Collateral  Percentage  for that date,  such  calculation to be done as
         soon as possible  after the  applicable  Determination  Date and in any
         event no later  than  the  third  Business  Day  prior to the  Interest
         Payment  Date in  question  and shall  notify  the same to the  Lender,
         immediately upon calculation of the same.

16.2     The Lender shall, for the purposes of the calculation under clause 16.1
         notify the  Borrower  of the fair  market  value of the  Securitisation
         Residuals financed under this 


                                       28
<PAGE>


         Agreement  which have not, at the relevant time, been sold or otherwise
         disposed of by the  Borrower,  as  determined  by the  Lender,  in good
         faith.

16.3     The  Lender's  determination  of  the  matters  to be  notified  to the
         Borrower  under this clause shall,  in the absence of manifest error or
         bad faith, be final and binding on the parties hereto.

16.4     The Borrower's  determination of the Collateral  Percentage once agreed
         by the Lender under clause 16.5 shall, in the absence of manifest error
         or bad faith (on the part of either party), be final and binding on the
         parties hereto.

16.5     The Lender  shall use  reasonable  endeavours  to agree the  Borrower's
         determinations of the Collateral  Percentage within three Business Days
         of notification of the same to the Lender.

17.      CURRENCY OF ACCOUNTOF ACCOUNT

17.1     Sterling is the  currency of account and payment for each and every sum
         at any time due from the Borrower  hereunder provided that each payment
         in respect of costs and expenses shall be made in the currency in which
         the same were incurred.

17.2     If any sum due from the Borrower  under this  Agreement or any order or
         judgement given or made in relation hereto has to be converted from the
         currency (the "FIRST  CURRENCY") in which the same is payable hereunder
         or under such order,  decree or judgement  into another  currency  (the
         "SECOND  CURRENCY")  for the purpose of (a) making or filing a claim or
         proof against the Borrower, (b) obtaining an order, decree or judgement
         in any court or other  tribunal or (c) enforcing  any order,  decree or
         judgement  given  or  made  in  relation  hereto,  the  Borrower  shall
         indemnify and hold harmless each of the persons to whom such sum is due
         from and  against  any loss  suffered  as a result  of any  discrepancy
         between (i) the rate of exchange  used for such  purpose to convert the
         sum in question from the first  currency  into the second  currency and
         (ii) the rate or rates of  exchange  at which  such  person  may in the
         ordinary course of business purchase the first currency with the second
         currency upon receipt of a sum paid to it in satisfaction,  in whole or
         in part, of any such order, judgement, decree, claim or proof.

18.      SET-OFF-OFF

18.1     The Borrower authorises the Lender to apply any credit balance to which
         the Borrower is entitled on any account of the Borrower with the Lender
         in  satisfaction  of any sum due and payable  from the  Borrower to the
         Lender hereunder but unpaid.

18.2     All  payments  required to be made by the Borrower  hereunder  shall be
         calculated without reference to any set-off,  deduction or counterclaim
         and shall be made free and clear of and without any deduction for or on
         account of any set-off, deduction or counterclaim.


                                       29
<PAGE>


19.      CALCULATION OF INTERESTOF INTEREST

         Interest  shall accrue from day to day and shall be  calculated  on the
         basis of a year of 365 days and the actual number of days elapsed.

20.      COSTS AND EXPENSESAND EXPENSES

20.1     The Borrower  shall,  save where expressed to the contrary in any other
         Transaction  Document,  from  time  to time on  demand  of the  Lender,
         reimburse the Lender for all reasonable  costs and expenses  (including
         legal fees) together with any VAT thereon  incurred by it in connection
         with the negotiation,  preparation and execution of this Agreement, the
         Transaction  Documents and the completion of the transactions  pursuant
         to this Agreement or the  Transaction  Documents or in connection  with
         the preservation  and/or enforcement of any of the rights of the Lender
         under this Agreement and the Transaction Documents.

20.2     The Borrower  shall pay all stamp,  registration  and similar  taxes to
         which this  Agreement or any  judgement  or decree given in  connection
         herewith is or at any time may be subject (including in relation to the
         perfection of security  granted by the Security  Documents)  and shall,
         from time to time on demand of the Lender, indemnify the Lender against
         any liabilities,  costs, claims and expenses resulting from any failure
         to pay or any delay in paying any such tax.

20.3     The  Borrower  shall,  from  time  to  time  on  demand  of the  Lender
         compensate  the Lender at such daily and/or  hourly rates as the Lender
         shall  from  time  to  time  reasonably  determine  for  the  time  and
         expenditure, all costs and expenses (including telephone, fax, copying,
         travel and personnel  costs)  incurred by the Lender in connection with
         its taking such action as it may deem  appropriate or in complying with
         any request by the  Borrower  in  connection  with (a) the  granting or
         proposed granting of any waiver or consent  requested  hereunder by the
         Borrower;  (b) any actual,  potential or reasonably suspected breach by
         the Borrower of its  obligations  hereunder;  (c) the occurrence of any
         event which is an Event of Default or a Potential Event of Default;  or
         (d)  any  amendment  or  proposed  amendment  hereto  requested  by the
         Borrower.

20.4     The Borrower,  agrees to indemnify the Lender and its immediate  parent
         company  (collectively,  "INDEMNITEES")  from and  against  any and all
         liabilities, obligations, losses or damages, arising from suits, claims
         or actions brought by third parties against the Indemnitees (including,
         without limitation,  any reasonable,  costs,  expenses or disbursements
         relating to the forgoing) arising out of this Agreement,  or any action
         taken or omitted by the Lender  under or  pursuant  to this  Agreement,
         provided that the Borrower  shall not be liable for any portion of such
         liabilities,  obligations,  losses (excluding  consequential losses) or
         damages  resulting  from the gross  negligence or wilful  misconduct of
         such  Indemnitee  as  finally   determined  by  a  court  of  competent
         jurisdiction.  The foregoing  agreements  shall survive  termination or
         expiration of this Agreement for a period of three years.


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<PAGE>


21.      REMEDIES AND WAIVERSAND WAIVERS

         No failure to exercise, nor any delay in exercising, on the part of the
         Lender,  any  right  or  remedy  hereunder  shall  operate  as a waiver
         thereof,  nor shall  any  single or  partial  exercise  of any right or
         remedy prevent any further or other exercise thereof or the exercise of
         any other right or remedy.  The rights and remedies herein provided are
         cumulative and not exclusive of any rights or remedies provided by law.

22.      CONFIDENTIALITY

         The Parties shall not,  without the prior written  consent of the other
         parties  hereto,  disclose to any person the  existence  or any details
         concerning  the  Transaction   Documents  except  to  the  extent  such
         disclosure is contemplated in any Transaction  Document, or is required
         pursuant  to the  application  of any  applicable  law or an order of a
         court  of  competent  jurisdiction,  or is  made  to the  that  party's
         auditors   or  other   professional   advisors   who  are   subject  to
         confidentiality  restrictions  imposed by a professional body which are
         substantially similar to those set forth above.

23.      NOTICES

23.1     ADDRESSES

         Any notice or other  communication  or document to be made or delivered
         under this Agreement  shall be made or delivered by fax or otherwise in
         writing.  Each notice,  communication or other document to be delivered
         to any party to this  Agreement  shall (unless that other person has by
         fifteen  days'  written  notice to the other  party  specified  another
         address  or fax  number)  be made or  delivered  to that  person at the
         address(es) or fax number (if any) set out below:-

         (1)      in the case of the Lender to 203 629 8363,  attention  John C.
                  Anderson with a simultaneous  copy to 203 629 4571,  attention
                  General Counsel;

         (2)      in the case of the Borrower to:

                           c/o Ocwen Capital Corporation
                           The Forum
                           1675 Palm Beach Lakes Boulevard
                           Suite 1002
                           West Palm Beach
                           Florida 33401
                           USA

                  for the attention of:     John Erbey, Corporate Secretary

                           Tel:     + (561) 682 8000
                           Fax:     + (561) 682 8177

                  With a copy to:


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<PAGE>


                           Joseph A Dlutowski
                           Senior Vice President
                           Ocwen Capital Corporation
                           The Forum
                           1675 Palm Beach Lakes Boulevard
                           Suite 1002
                           West Palm Beach
                           Florida 33401
                           USA

                  for the attention of:     Corporate Secretary

                           Tel:     + (561) 682 8661
                           Fax:     + (561) 682 8163

23.2     DEEMED DELIVERY

         Any notice,  communication  or document to be  delivered  to any person
         shall be deemed to have been delivered:-

         (1)      in the  case  of  personal  delivery,  at  the  time  of  such
                  delivery;

         (2)      in the case of delivery by post, on the business day following
                  the day on which it was posted and in proving such delivery it
                  shall  be  sufficient  to  prove  that  the  relevant  notice,
                  communication or document was properly addressed,  stamped and
                  posted  (by  airmail,  if to  another  country)  in the United
                  Kingdom  or,  in the  case of  service  to or from an  address
                  outside  the  United  Kingdom  at 9.00 a.m.  on the fourth day
                  following the day on which it was posted;

         (3)      in the case of any notice or other  communication  by fax, (a)
                  on the business day the same was  transmitted so long as there
                  is evidence  that such fax message was received  prior to 5.00
                  p.m. local time of the recipient on such day and such day is a
                  business day for the recipient,  otherwise (b) on the business
                  day  following  the day on which it was  transmitted  and,  in
                  either case,  in proving such  delivery it shall be sufficient
                  to prove that the whole of the fax message was received on any
                  fax  machine of the  recipient  and that there was no evidence
                  that such transmission had been interrupted.

24.      SEVERABILITY

         If at any time any provision of this  Agreement is or becomes  illegal,
         invalid  or   unenforceable  in  any  respect  under  the  law  of  any
         jurisdiction, that shall not affect or impair:-

         (1)      the legality,  validity or enforceability in that jurisdiction
                  of any other provision of this Agreement; or


                                       32
<PAGE>


         (2)      the legality,  validity or enforceability under the law of any
                  other  jurisdiction  of that or any  other  provision  of this
                  Agreement.

25.      ASSIGNMENT

25.1     The Lender may at any time:-

         (1)      sub-participate  part  (but not the  whole)  of its  rights or
                  benefits  under this  Agreement  provided that at any time, no
                  more than 51% of its  rights  and  benefits  hereunder  may be
                  sub-participated; and

         (2)      assign or  transfer  part (but not the whole) of its rights or
                  benefits  under this  Agreement  provided that at any time, no
                  more than 51% of its  rights  and  benefits  hereunder  may be
                  assigned or transferred and provided further that:-

                  (1)      if such assignment or transfer is to any person other
                           than a subsidiary, holding company of or other member
                           of the  Lender's  group such  assignment  or transfer
                           shall require the prior consent of the Borrower (such
                           consent not to be unreasonably withheld); and

                  (2)      if,  at the  time  and as a  result  of any  proposed
                           transfer or assignment,  the Borrower would incur any
                           increased  cost  or be  liable  to make  payments  in
                           excess  of  those   required  to  be  made  hereunder
                           immediately  prior  thereto  (other  than any minimum
                           liquid asset costs) such assignment or transfer is on
                           terms that the Borrower is not and will not be liable
                           for any such increased cost or liability.

25.2     The  Borrower  shall not be entitled to assign,  transfer or  otherwise
         dispose of all or any of its rights or  benefits  under this  Agreement
         without the prior written consent of the Lender.

25.3     The  Lender  may  disclose  to  a  proposed  assignee,   transferee  or
         sub-participant   information  in  its   possession   relating  to  the
         provisions of this  Agreement and the  Transaction  Documents  which it
         considers  necessary  or  desirable to disclose for the purposes of the
         proposed assignment, transfer or sub-participation, notwithstanding the
         provisions  of clause 22  (Confidentiality),  provided  that the Lender
         obtains  from  such  assignee,   transferee,   or   sub-participant   a
         confidentiality  undertaking  on the same  terms as  Clause  22 or such
         other terms as may be agreed between the Borrower and the Lender.

25.4     This  Agreement  shall  bind  and  inure  to  the  benefit  of  and  be
         enforceable  by the Lender and its respective  successors,  transferees
         and assigns  and  references  to the Lender  shall be deemed to include
         references to each of the foregoing.


                                       33
<PAGE>


26.      NO MARSHALLING

         The Borrower consents and agrees that neither the Lender nor any Person
         acting for or on behalf of the Lender shall be under any  obligation to
         marshal any assets in favor of the Borrower or against or in payment of
         any or all  of the  obligations  hereunder  or  under  any  Transaction
         Document.

27.      FURTHER ASSURANCE

         The Borrower shall, from time to time on being required to do so by the
         Lender,  now or at any time in the  future,  do or procure the doing of
         all such acts  and/or  execute or  procure  the  execution  of all such
         documents  in a form  satisfactory  to the  Lender  as the  Lender  may
         consider  necessary  for giving full effect to this  Agreement  and the
         Transaction  Documents  and  securing to the Lender the full benefit of
         the  rights,  powers  and  remedies  conferred  upon the Lender in this
         Agreement or any Transaction Documents.

28.      AGENT FOR SERVICE

28.1     The  Borrower  irrevocably  agrees  that any  Service  Document  may be
         sufficiently   and   effectively   served  on  it  in  connection  with
         Proceedings,   whether   pursuant  to  this   Agreement  or  any  other
         Transaction  Document,  in  England  and Wales by  service on its agent
         Ocwen Limited,  Ref: Keith Ainsworth,  if no replacement agent has been
         appointed and notified to the Lender pursuant to sub-clause 28.4, or on
         the  replacement  agent if one has been  appointed  and notified to the
         Lender.

28.2     Any Service Document served pursuant to this clause shall be marked for
         the attention of:

         (1)      Ocwen  Limited,  c/o Edge & Ellison at 18  Southampton  Place,
                  London,  WC1A 2AJ (Reference:  Keith  Ainsworth) or such other
                  address  within  England  and Wales as may be  notified to the
                  Lender by the Borrower and the Guarantor; or

         (2)      such  other  person  as is  appointed  as  agent  for  service
                  pursuant to sub-clause 28.4 at the address  notified  pursuant
                  to sub-clause 28.4.

28.3     Any document  addressed in  accordance  with  sub-clause  28.2 shall be
         deemed to have been duly served if:-

         (1)      left at the specified address, when it is left; or

         (2)      sent by first class post,  two clear  Business  Days after the
                  date of posting.

1.4      If the agent referred to in sub-clause 28.1 (or any  replacement  agent
         appointed  pursuant  to this  sub-clause)  at any time  ceases  for any
         reason to act as such, the Borrower  shall appoint a replacement  agent
         to accept service having an address for service in England or Wales and
         shall  notify  the Lender of the name and  address  of the  replacement
         agent;  failing such appointment and notification,  the Lender shall be


                                       34
<PAGE>


         entitled by notice to the Borrower to appoint such a replacement  agent
         to act on the Borrowers' behalf.

1.5      A copy of any  Service  Document  served on an agent  pursuant  to this
         clause  shall be sent by post to the  Borrower  at its  address for the
         time being for the  service of notices and other  communications  under
         clause  23  (Notices),  but no  failure  or  delay  in so  doing  shall
         prejudice  the  effectiveness  of service of the  Service  Document  in
         accordance with the provisions of sub-clause 28.1

1.6      Each party irrevocably consents to the service of process of any of the
         courts in  Submitted  States in any such  action or  Proceeding  by the
         mailing of copies  thereof by  registered  or certified  mail,  postage
         prepaid to the party's notice address  specified above, such service to
         become effective upon receipt of evidence of the receipt thereof.

29.      ENTIRE AGREEMENT

         This Agreement (together with the Transaction Document, entered into on
         or after the date  hereof)  constitutes  the  whole and only  agreement
         between  the  parties  relating to the  secured,  guaranteed  residuals
         facility  relating  to CMR1 to CMR6  (as  described  in the  commitment
         letter  between  Greenwich  Capital  Markets,  Inc and Ocwen  Financial
         Corporation  dated 31 March,  1998) and supersedes and extinguishes any
         prior drafts, agreements, undertakings, representations, warranties and
         arrangements of any nature whatsoever, including without limitation the
         said commitment  letter provided that the provisions of said commitment
         letter  under the  heading  "The  Residual  Financing  Facilities"  and
         "Miscellaneous"  (insofar as they relate to the foregoing)  relating to
         the Subsequent  Residual Facility shall remain and be effective for the
         purposes  of  OFC  having   available  in  accordance  with  the  terms
         thereunder the Subsequent Residual Facility.


                                       35
<PAGE>


30.      GOVERNING LAW

30.1     This  Agreement  shall be governed by and construed in accordance  with
         the laws of England.

30.2     The  parties  to this  Agreement  irrevocably  agree that the courts of
         England are to have  jurisdiction to settle any dispute which may arise
         out of or in connection  with this Agreement and any other  Transaction
         Document and that  accordingly any proceeding,  suit, or action arising
         out of or in connection  with this  Agreement or any other  Transaction
         Document ("Proceedings") may be brought in such courts.

30.3     Without   prejudice  to  sub-Clause   30.2,  all  the  parties  further
         irrevocably  agree that any  Proceedings may be brought in any court of
         the State of New York,  or the State of Florida  or any other  state of
         the United States,  where any party has its chief executive office (all
         of such states being the  "Submitted  States") or federal court sitting
         in the Submitted States and any court having  jurisdiction over appeals
         of  matters  heard  in  such  courts  and  each of the  parties  hereto
         irrevocably submits to the non-exclusive jurisdiction of such courts.

30.4     Each of the parties hereto irrevocably waives any objection it may have
         now or hereafter to the laying of the venue of any  Proceedings  in any
         such court as is  referred to in this clause and any claim of forum non
         conveniens  and  further  irrevocably  agrees  that a  judgment  in any
         Proceedings  brought in any court  referred to in this clause  shall be
         conclusive and binding upon it and may be enforced in the courts of any
         other jurisdiction.


IN WITNESS  WHEREOF,  this  Agreement  is duly  executed the date and year first
above written.


for and on behalf of
OCWEN ASSET INVESTMENT - UK, LLC
a Delaware limited liability company

By:  /s/ J. A. Dlutowski
     ----------------------
   Name: J. A. Dlutowski
  Title: Authorised Officer


                                       36
<PAGE>


for and on behalf of GREENWICH
CAPITAL FINANCIAL PRODUCTS, INC.


By: /s/ John C Anderson
    -------------------
  Name: John C Anderson
 Title: Senior Vice President


                                       37