EXHIBIT 10.8

                                                                  EXECUTION COPY

                           COLLATERAL TRUST AGREEMENT

                               Dated June 28, 2005

                                 by and between

                           OCWEN FINANCIAL CORPORATION

                                       and

                    THE BANK OF NEW YORK TRUST COMPANY, N.A.
                              as Collateral Trustee

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
SECTION                                                                                  Page
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<S>                                                                                        <C>
ARTICLE I                                                                                   1
Section 1.01 . Certain Defined Terms                                                        1
Section 1.02 . Certain References                                                           2

ARTICLE II                                                                                  2
Section 2.01 . Cash Collateral                                                              2

ARTICLE III                                                                                 2
Section 3.01 . Direction by OTS                                                             2
Section 3.02 . Right to Initiate Judicial Proceedings, Etc                                  2
Section 3.03 . Remedies Not Exclusive                                                       3
Section 3.04 . Waiver of Certain Rights                                                     3
Section 3.05 . Limitation on Collateral Trustee's Duties in Respect of Cash Collateral      3
Section 3.06 . Limitation by Law                                                            3
Section 3.07 . Absolute Rights of Guaranteed Parties                                        3

ARTICLE IV                                                                                  4
Section 4.01 . Disbursement of Amounts in Cash Collateral Account                           4
Section 4.02 . Full Release of Cash Collateral Upon Termination Date                        4
Section 4.03 . Effect of Release of Cash Collateral                                         5

ARTICLE V                                                                                   5
Section 5.01 . Delivery of Agreements                                                       5
Section 5.02 . Compensation and Expenses                                                    5
Section 5.03 . Stamp and Other Similar Taxes                                                5
Section 5.04 . Filing Fees, Excise Taxes, Etc.                                              5
Section 5.05 . Indemnification                                                              6
Section 5.06 . Further Assurances                                                           6

ARTICLE VI                                                                                  6
Section 6.01 . Declaration of Trust                                                         6
Section 6.02 . Exculpatory Provisions                                                       6
Section 6.03 . Delegation of Duties                                                         7
Section 6.04 . Reliance by Collateral Trustee                                               7
Section 6.05 . Limitations on Duties of the Trustee                                         7
Section 6.06 . Moneys to Be Held in Trust                                                   8
Section 6.07 . Resignation and Removal of Collateral Trustee                                8
Section 6.08 . Status of Successors to Trustee                                              8
Section 6.09 . Merger of the Collateral Trustee                                             8
Section 6.10 . Additional Co-Trustees; Separate Trustees                                    9
Section 6.11 . Trustee Appointed Attorney-in-Fact                                           9
Section 6.12 . Ordinary Care                                                               10

ARTICLE VII                                                                                10
Section 7.01 . Amendments, Supplements and Waivers                                         10
Section 7.02 . Additional Actions                                                          10
Section 7.03 . Notices                                                                     10
Section 7.04 . Headings                                                                    10
Section 7.05 . Severability                                                                11
Section 7.06 . Dealings with the Grantor                                                   11
Section 7.07 . Claims Against Trustee                                                      11
Section 7.08 . Binding Effect                                                              11
</TABLE>

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<TABLE>
<S>                                                                                        <C>
Section 7.09 . Governing Law                                                               11
Section 7.10 . Effectiveness                                                               11
Section 7.11 . Effect on Guaranty                                                          11
Section 7.12 . Counterparts                                                                11

Exhibit A -             Guaranty
Exhibit B -             Form of Certificate of Demand
</TABLE>

<PAGE>

                           COLLATERAL TRUST AGREEMENT

        COLLATERAL TRUST AGREEMENT, dated June 28, 2005, by and between OCWEN
FINANCIAL CORPORATION, Florida corporation (the "Grantor"), THE BANK OF NEW YORK
TRUST COMPANY, N.A., a national banking association (together with any successor
collateral trustee appointed pursuant to Article 6, the "Collateral Trustee"),
as trustee for the Guaranteed Parties (as defined below). Certain capitalized
terms used herein are defined in Article 1 of this Agreement.

PRELIMINARY STATEMENTS:

        (1)     The Grantor has executed and delivered to the Office of Thrift
Supervision (together with any governmental agency succeeding to any of its
principal functions in the event that the Office of Thrift Supervision ceases to
exist, the "OTS"), for the benefit of the Guaranteed Parties (as defined
therein), a Guaranty (the "Guaranty") dated as of the date hereof in respect of
the Guaranteed Obligations (as defined therein). Capitalized terms used but not
defined herein are used herein as defined in the Guaranty, a copy of which is
attached hereto as Exhibit A.

        (2)     In order to secure the Guaranteed Obligations, the Grantor has
executed and delivered to the OTS, for the benefit of the Guaranteed Parties, a
Cash Collateral Agreement (the "Cash Collateral Agreement") dated the date
hereof.

        (3)     Pursuant to the terms of the Guaranty and the Cash Collateral
Agreement, the Grantor has opened a non-interest bearing cash collateral account
(the "Cash Collateral Account"), in the name of the Grantor but under the sole
control and dominion of the Collateral Trustee.

        NOW, THEREFORE, in consideration of the premises, the Grantor hereby
agrees with the Collateral Trustee for its benefit and the equal and ratable
benefit of the Guaranteed Parties as follows:

                                    ARTICLE I

                                   DEFINITIONS

        Section 1.01. Certain Defined Terms. The following terms shall have the
following meanings as used herein (such meanings to be equally applicable to
both the singular and plural forms of the terms defined):

        "Account Bank" has the meaning specified in the Cash Collateral
Agreement.

        "Affiliate" means, with respect to a particular Person, (a) any Person
which, directly or indirectly, controls, is controlled by, or is under common
control with such particular Person, or (b) any Person who is a director or
officer of such particular Person. For purposes of this definition, control of a
Person shall mean the power, direct or indirect, (i) to vote 5% or more of the
securities having ordinary voting power for the election of directors of such
Person, or (ii) to direct or cause the direction of the management and policies
of such Person whether by contract or otherwise.

        "Authorized Officer" means the Chairman, the President, any Vice
President, the Secretary or the Treasurer of a Person or any other officer
designated as an "Authorized Officer" by the Board of Directors (or equivalent
governing body) of such Person. "Bankruptcy Code" means Title 11 of the United
States Code entitled "Bankruptcy", as amended from time to time. "Business Day"
means a day of the year on which banks are not required or authorized by law to
close in New York City or the city in which the Collateral Trustee maintains its
corporate trust office.

        "Cash Collateral" has the meaning specified in the Cash Collateral
Agreement.

        "Cash Collateral Account" has the meaning specified in the Preliminary
Statements.

        "Cash Collateral Agreement" has the meaning specified in the Preliminary
Statements.

        "Certificate of Demand" means a certificate substantially in the form of
Exhibit B executed by a Guaranteed Party and delivered to the Collateral Trustee
pursuant to Section 4.01.

                                        1
<PAGE>

        "Certified Claim" means an unpaid and unsatisfied, or partially paid and
partially satisfied, Claim (as defined in the Guaranty) in respect of any
Guaranteed Obligations (a) that is a present right to payment, (b) has been
reduced to judgment and/or is otherwise due and payable and enforcement thereof
has not been effectively stayed, (c) with respect to which demand has been made
upon the Grantor under the Guaranty and (d) with respect to which a true,
correct and complete Certificate of Demand has been executed and delivered to
the Collateral Trustee and the Grantor.

        "Collateral Trust Estate" means all of the right, title and interest of
the Collateral Trustee, whether now owned or hereafter acquired, in and to the
Cash Collateral.

        "Collateral Trustee" has the meaning specified in the recital of parties
to this Agreement.

        "Collateral Trustee's Fees" means the fees and other amounts payable to
the Collateral Trustee pursuant to Sections 5.02, 5.03 and 5.04 and amounts
claimed and unpaid pursuant to Section 5.05.

        "Guaranteed Obligations" has the meaning specified in the Guaranty.

        "Guaranteed Parties" has the meaning specified in the Guaranty.

        "Guaranty" has the meaning specified in the Preliminary Statements.

        "OTS" has the meaning specified in the Preliminary Statements.

        "Person" means an individual, partnership, corporation (including a
business trust), limited liability company, joint stock company, trust,
unincorporated association, joint venture or other entity, or a government or
any political subdivision or agency thereof.

        "Subsidiary" of any Person means any corporation, partnership, joint
venture, limited liability company, trust or estate of which (or in which) more
than 50% of (a) the issued and outstanding capital stock having ordinary voting
power to elect a majority of the Board of Directors of such corporation
(irrespective of whether at the time capital stock of any other class or classes
of such corporation shall or might have voting power upon the occurrence of any
contingency), (b) the interest in the capital of such partnership, joint venture
or limited liability company, or (c) the beneficial interest in such trust or
estate is at the time directly or indirectly owned or controlled by such Person,
by such Person and one or more of its other Subsidiaries or by one or more of
such Person's other Subsidiaries.

        Section 1.02. Certain References. In this Agreement, the words "hereof,"
"herein" and "hereunder", and words of similar import, shall refer to this
Agreement as a whole and not to any particular provision of this Agreement. All
section, schedule and exhibit references set forth in this Agreement are, unless
otherwise specified, references to such section in, or schedule or exhibit to,
this Agreement.

                                   ARTICLE II

                       CONFIRMATION OF SECURITY INTERESTS

        Section 2.01. Cash Collateral. The Grantor hereby confirms that,
pursuant to the terms of the Cash Collateral Agreement, the Grantor has pledged
and assigned to the Collateral Trustee for its benefit and in trust for the
ratable benefit of the Guaranteed Parties, and has granted the Collateral
Trustee for its benefit and in trust for the ratable benefit of the Guaranteed
Parties a lien on and security interest in, the Cash Collateral described
therein.

                                   ARTICLE III

                          ACTIONABLE DEFAULTS; REMEDIES

        Section 3.01. Direction by OTS. As to any matters not expressly provided
for under this Agreement, the Guaranty or the Cash Collateral Agreement, the
Collateral Trustee shall not be required to exercise any discretion or to take
any action under this Agreement, the Guaranty or the Cash Collateral Agreement
or in respect of the Cash Collateral, but shall be required to act or to refrain
from acting (and shall be fully protected in acting or refraining from acting)
in accordance with the instructions of the OTS.

                                        2
<PAGE>

        Section 3.02. Right to Initiate Judicial Proceedings, Etc. (a) Upon the
occurrence of and during the continuance of any Event of Default under the
Guaranty, the Collateral Trustee (i) shall have the right and power to institute
and maintain such suits and proceedings as it or the OTS may deem appropriate to
protect and enforce the rights vested in it by this Agreement and the Cash
Collateral Agreement and (ii) may either, after entry or without entry, proceed
by suit or suits at law or in equity to enforce such rights and to foreclose
upon the Cash Collateral and to dispose of, collect or otherwise realize upon,
all or any portion of the Collateral Trust Estate under the judgment or decree
of a court of competent jurisdiction.

            (b) If a receiver of the Collateral Trust Estate shall be appointed
in judicial proceedings, the Collateral Trustee may be appointed as such
receiver. Notwithstanding the appointment of a receiver, the Collateral Trustee
shall be entitled to retain possession and control of all cash held by or
deposited with it or its agents or co-trustees pursuant to any provision of this
Agreement or the Cash Collateral Agreement.

        Section 3.03. Remedies Not Exclusive. (a) No remedy conferred upon or
reserved to the Collateral Trustee herein or in the Cash Collateral Agreement is
intended to be a limitation exclusive of any other remedy or remedies, but every
such remedy shall be cumulative and shall be in addition to every other remedy
conferred herein or in the Cash Collateral Agreement or now or hereafter
existing at law or in equity or by statute.

            (b) No delay or omission of the Collateral Trustee to exercise any
right, remedy or power hereunder or under the Cash Collateral Agreement shall
impair any such right, remedy or power or shall be construed to be a waiver of
any Event of Default under the Guaranty or any acquiescence therein; and every
right, power and remedy given by this Agreement or the Cash Collateral Agreement
to the Collateral Trustee may be exercised from time to time and as often as may
be deemed expedient by the Collateral Trustee.

            (c) In case the Collateral Trustee shall have proceeded to enforce
any right, remedy or power under this Agreement or the Cash Collateral Agreement
and the proceeding for the enforcement thereof shall have been discontinued or
abandoned for any reason or shall have been determined adversely to the
Collateral Trustee, then and in every such case the Grantor, the Collateral
Trustee and the Guaranteed Parties shall, subject to any determination in such
proceeding, severally be restored to their former positions and rights hereunder
and under the Cash Collateral Agreement with respect to the Collateral Trust
Estate, the Cash Collateral Account and in all other respects, and thereafter
all rights, remedies and powers of the Collateral Trustee shall continue as
though no such proceeding had been taken.

            (d) The Grantor expressly agrees that all rights of action and
rights to assert claims upon or under this Agreement and the Cash Collateral
Agreement may be enforced by the Collateral Trustee without the possession of
any debt instrument or the production thereof in any trial or other proceeding
relative thereto, and any such suit or proceeding instituted by the Collateral
Trustee shall be brought in its name as Collateral Trustee and any recovery of
judgment shall be held as part of the Cash Collateral.

        Section 3.04. Waiver of Certain Rights. The Grantor, on behalf of itself
and all who may claim through or under it, including, without limitation, any
and all subsequent Affiliates, creditors, vendees, assignees and lienors,
expressly waives and releases, to the fullest extent permitted by law, any,
every and all rights to demand or to have any marshalling of the Collateral
Trust Estate upon any enforcement of the Cash Collateral Agreement, including,
without limitation, upon any sale, whether made under any power of sale herein
granted or pursuant to judicial proceedings or upon any foreclosure or any
enforcement of the Cash Collateral Agreement or this Agreement and consents and
agrees that all the Collateral Trust Estate and any such sale may be offered and
sold as an entirety.

        Section 3.05. Limitation on Collateral Trustee's Duties in Respect of
Cash Collateral. Beyond the duties set forth in this Agreement and the Cash
Collateral Agreement, the Collateral Trustee shall not have any duty to the
Grantor, the OTS or the Guaranteed Parties as to any Cash Collateral in the
Collateral Trustee's possession or control or in the possession or control of
any agent or nominee of the Collateral Trustee or any income thereon or as to
the preservation of rights against prior parties or any other rights pertaining
thereto, except that the Collateral Trustee shall be liable for its failure to
exercise ordinary care in the handling of moneys and securities actually
received by it.

        Section 3.06. Limitation by Law. All rights, remedies and powers
provided by this Article 3 may be exercised only to the extent that the exercise
thereof does not violate any applicable provision of law, and all the provisions
of this Article 3 are intended to be subject to all applicable mandatory
provisions of law which may be controlling and to be limited to the extent
necessary so that they will not render this Agreement invalid, unenforceable in
whole or in part.

        Section 3.07. Absolute Rights of Guaranteed Parties. Notwithstanding any
other provision of this Agreement or the Cash Collateral Agreement, each of the
Guaranteed Parties has an absolute and unconditional right to receive payment of
all of the Guaranteed Obligations owing to such Guaranteed Party when the same
becomes due and payable and at the time and place and otherwise in the manner
set forth in the Guaranty, and the right of each such Guaranteed Party to
institute proceedings for the enforcement of such

                                        3
<PAGE>

payment on or after the date such payment becomes due and to assert its position
as a secured creditor in a proceeding under the Bankruptcy Code in which the
Grantor is a debtor, and the obligation of the Grantor to pay all of the
Guaranteed Obligations owing to each of the Guaranteed Parties as, when and to
the extent payable, shall not be impaired or affected without the consent of
such Guaranteed Party. In addition, the right of any Guaranteed Party to receive
payment or security from sources other than the Cash Collateral shall not be,
and is not hereby, impaired or affected in any manner. Without limiting the
generality of the foregoing provisions of this Section 3.07, no Guaranteed Party
shall be obligated to share with any other Guaranteed Party any proceeds of any
Cash Collateral other than pursuant to, and to the extent expressly required
under, this Agreement, the Guaranty and the Cash Collateral Agreement; nor shall
any Guaranteed Party's right to receive its ratable share of any amounts
maintained in the Cash Collateral Account, if any, or any proceeds of any of the
Cash Collateral, or any part thereof, under the terms of this Agreement or the
Cash Collateral Agreement be diminished or affected in any way by its right to
receive proceeds of any other collateral or right of setoff, or payment upon a
guaranty or from any other source.

                                   ARTICLE IV

                    DISBURSEMENTS; RELEASE OF CASH COLLATERAL

        Section 4.01. Disbursement of Amounts in Cash Collateral Account. (a) No
earlier than five days (but no later than seven days) following receipt by the
Collateral Trustee of a Certificate of Demand (together with such other
certifications or documentation evidencing the related Certified Claim as the
Collateral Trustee may reasonably request), the Collateral Trustee shall
instruct the Account Bank to pay to the applicable Guaranteed Party the full
amount of the Certified Claim described in such Certificate of Demand from the
amounts on deposit in the Cash Collateral Account. Notwithstanding the
foregoing, if within five days following receipt by the Collateral Trustee of a
Certificate of Demand with respect to any Certified Claim the Grantor shall have
presented to the Collateral Trustee (i) a cancelled check or (ii) proof of
payment by wire transfer evidencing, in each case, the payment in full of such
Certified Claim, then the Collateral Trustee shall not instruct the Account Bank
to pay the applicable Guaranteed Party.

            (b) If, upon receipt of any Certificate of Demand, the Collateral
Trustee shall have reason to believe that such Certificate of Demand is
incorrect, false or fraudulent, the Collateral Trustee shall be entitled to
consult with independent counsel or seek instructions from a court of competent
jurisdiction, all as provided in Section 6.04(b). Notwithstanding the foregoing,
the Collateral Trustee may conclusively rely without independent verification on
any Certificate of Demand and shall have no duty to make any independent inquiry
or investigation before instructing the Account Bank to pay any Certified Claim
pursuant to subsection (a) above.

            (c) If at any time (i) there shall be more than one unpaid and
outstanding Certified Claim in respect of which the Collateral Trustee shall
have received a Certificate of Demand and (ii) the amounts on deposit in the
Cash Collateral Account at such time shall be insufficient to pay all such
Certified Claims, the Collateral Trustee shall make payments to each applicable
Guaranteed Party ratably in accordance with such Guaranteed Party's Certified
Claim, regardless of the order in which such Certificates of Demand were
submitted to the Collateral Agent. Nothing in the foregoing sentence shall be
construed to limit the obligation of the Grantor to maintain the Minimum Cash
Collateral Account pursuant to the Guaranty and the Cash Collateral Agreement.

            (d) If at any time the amount on deposit in the Cash Collateral
Account is less than the Minimum Cash Collateral Amount (whether as a result of
disbursements pursuant to this Section 4.01 or otherwise), the Collateral
Trustee shall promptly send a written notice to the Grantor and the OTS setting
forth the total amount of moneys in the Cash Collateral Account at such time.

        Section 4.02. Full Release of Cash Collateral Upon Termination Date. (a)
The Collateral Trustee shall promptly release the Cash Collateral upon the
fulfillment of the conditions set forth in, and in accordance with the
provisions of, Section 4.02(c).

            (b) Upon the occurrence of the Termination Date, the Grantor shall
deliver to the OTS and the Collateral Trustee a certificate of an Authorized
Officer of the Grantor certifying that, to the best of the Grantor's knowledge,
both of the following have been indefeasibly paid in full in cash: (i) all
Guaranteed Obligations with respect to which a Claim (as defined in the
Guaranty) was asserted (whether under the Guaranty or otherwise) on or prior to
the sixth anniversary of the date on which the FSB's federal bank charter was
cancelled and (ii) all other amounts payable by the Grantor under the Guaranty
(whether in respect of enforcement costs, indemnification payments or
otherwise).

            (c) The Collateral Trustee shall, upon the request of the Grantor
accompanied by (i) the certificate described in subsection (b) above and (ii) a
written notice of non-objection from the OTS (a "Notice of Non-Objection") (upon
which, in each case, the Collateral Trustee may conclusively rely without
independent verification) release all the Cash Collateral from the security
interest in its favor and deliver to the Grantor all Cash Collateral in the
possession of the Collateral Trustee, provided that the Grantor shall have made
adequate provision for the expenses of the Collateral Trustee associated with
such release of Cash Collateral and all other expenses of, or payable

                                        4
<PAGE>

to, the Collateral Trustee hereunder. If the Collateral Trustee shall not have
received a Notice of Non-Objection from the OTS, or if the OTS shall have
notified the Collateral Trustee that it has reason to believe that the
Termination Date has not occurred, the Collateral Trustee shall not release the
Cash Collateral unless and until the OTS or a court of competent jurisdiction
pursuant to a final, non-appealable judgment (including a judgment that becomes
non-appealable by reason of expiration of any period of time limiting the right
to appeal therefrom) so directs the Collateral Trustee.

            (d) Any Notice of Non-Objection delivered to the Collateral Trustee
by the OTS pursuant to subsection (c) above shall be conclusive and binding on
all parties (including, without limitation, the Guaranteed Parties). The OTS
shall incur no liability whatsoever to any Guaranteed Party in connection with
the delivery of a Notice of Non-Objection on the basis of any good-faith belief
(without any requirement that the OTS independently investigate the same or make
an independent determination with respect thereto) that the Termination Date has
occurred.

        Section 4.03. Effect of Release of Cash Collateral. Upon the
effectiveness of the release of the Cash Collateral pursuant to Section 4.02,
all right, title and interest of the Collateral Trustee and the Guaranteed
Parties in, to and under the Collateral Trust Estate, the Cash Collateral and
the Cash Collateral Agreement shall terminate and shall revert to the Grantor
and its successors and assigns, and the estate, right, title and interest of the
Collateral Trustee therein shall thereupon cease; and in such case, upon the
written request of the Grantor, its successors or assigns, and at the cost and
expense of the Grantor, its successors or assigns, the Collateral Trustee shall
execute and deliver a satisfaction of the Cash Collateral Agreement and such
other instruments provided to it as are necessary or desirable to terminate and
remove of record any documents constituting public notice of the Cash Collateral
Agreement and the security interests granted thereunder and shall transfer, or
cause to be transferred, and shall deliver or cause to be delivered to the
Grantor, all property, including all moneys, instruments and securities of the
Grantor then held by the Collateral Trustee. The cancellation and satisfaction
of the Cash Collateral Agreement shall be without prejudice to the rights of the
Collateral Trustee or any successor trustee or trustees to charge and be
reimbursed for any expenditures which it may thereafter incur in connection
therewith.

                                    ARTICLE V

                     AGREEMENTS WITH THE COLLATERAL TRUSTEE

        Section 5.01. Delivery of Agreements. The Grantor has delivered to the
Collateral Trustee a true and complete copy of the Guaranty as in effect on the
date hereof. The Grantor agrees that, promptly upon the execution thereof, the
Grantor will deliver to the Collateral Trustee a true and complete copy of any
and all amendments, modifications or supplements to the Guaranty entered into
subsequent to the date hereof.

        Section 5.02. Compensation and Expenses. The Grantor agrees to pay to
the Collateral Trustee and any co-trustees or successor trustees appointed
hereunder, from time to time upon demand, (a) reasonable compensation for their
services hereunder and under the Cash Collateral Agreement and for administering
the Collateral Trust Estate and the Cash Collateral Account and (b) all the
fees, costs and expenses incurred by any of them (including, without limitation,
the reasonable fees and disbursements of counsel) (i) arising in connection with
the preparation, execution, delivery, modification and termination of this
Agreement, the Guaranty and the Cash Collateral Agreement or the enforcement of
any of the provisions hereof or thereof or (ii) incurred or required to be
advanced in connection with the administration of the Collateral Trust Estate,
the Cash Collateral Account, the sale or other disposition of Cash Collateral
pursuant to the Cash Collateral Agreement and the preservation, protection or
defense of their rights under this Agreement and in and to the Cash Collateral,
the Cash Collateral Account and the Collateral Trust Estate. As security for
such payment, the Collateral Trustee shall have a prior lien upon all Cash
Collateral and other property and funds held or collected by the Collateral
Trustee as part of the Collateral Trust Estate. The Grantor's obligations under
this Section 5.02 shall survive the termination of the other provisions of this
Agreement.

        Section 5.03. Stamp and Other Similar Taxes. The Grantor agrees to
indemnify and hold harmless the Collateral Trustee and each Guaranteed Party
from any present or future claim for liability for any stamp or other similar
tax and any penalties or interest with respect thereto, which may be assessed,
levied or collected by any jurisdiction in connection with this Agreement, the
Guaranty or the Cash Collateral Agreement. The obligations of the Grantor under
this Section 5.03 shall survive the termination of the other provisions of this
Agreement.

        Section 5.04. Filing Fees, Excise Taxes, Etc. The Grantor agrees to pay
or to reimburse the Collateral Trustee for any and all amounts in respect of all
search, filing, recording and registration fees, taxes, intangible taxes, excise
taxes and other similar imposts which may be payable or determined to be payable
in respect of the execution, delivery, performance and enforcement of this
Agreement and the Cash Collateral Agreement. The obligations of the Grantor
under this Section 5.04 shall survive the termination of the other provisions of
this Agreement.

                                        5
<PAGE>

        Section 5.05. Indemnification. (a) The Grantor agrees to pay, indemnify,
and hold harmless the Collateral Trustee and each of the agents thereof from and
against any and all liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses or disbursements of any kind or
nature whatsoever (including, without limitation, the costs and expenses of
defending any claim against any of them) with respect to the execution,
delivery, enforcement, performance and administration of this Agreement, the
Guaranty and the Cash Collateral Agreement unless and to the extent arising from
the gross negligence or willful misconduct of the Collateral Trustee or such of
the agents thereof as are seeking indemnification or any failure of the
Collateral Trustee or any such agent to exercise ordinary care in the handling
of moneys and securities actually received by the Collateral Trustee or any such
agent. As security for such payment, the Collateral Trustee shall have a prior
lien upon all Cash Collateral and other property and funds held or collected by
the Collateral Trustee as part of the Collateral Trust Estate.

            (b) In any suit, proceeding or action brought by the Collateral
Trustee under or with respect to the Cash Collateral Agreement or the Cash
Collateral for any amount owing thereunder, or to enforce any provisions
thereof, the Grantor will save, indemnify and hold harmless the Collateral
Trustee, the OTS and the Guaranteed Parties from and against all expense, loss
or damage suffered by reason of any defense, set-off, counterclaim, recoupment
or reduction of liability whatsoever of the obligee thereunder (unless and to
the extent that such expense, loss or damage is caused by the gross negligence
or willful misconduct of the Collateral Trustee or the failure of the Collateral
Trustee to exercise ordinary care in the handling of moneys and securities
actually received by the Collateral Trustee), arising out of a breach by the
Grantor of any obligation thereunder or arising out of any other agreement,
indebtedness or liability at any time owing to or in favor of such obligee or
its successors from the Grantor and all such obligations of the Grantor shall be
and remain enforceable against and only against the Grantor and shall not be
enforceable against the Collateral Trustee, the OTS or any Guaranteed Party. The
agreements in this Section 5.04 shall survive the termination of the other
provisions of this Agreement.

        Section 5.06. Further Assurances. (a) The Grantor agrees, from time to
time, at its own expense to execute, acknowledge, deliver, record, re-record,
file, re-file, register and re-register, and cause any of its Subsidiaries, if
any, to promptly execute, acknowledge, deliver, record, re-record, file,
re-file, register and re-register any and all such further acts, mortgages,
financing statements and continuations thereof, notices of assignment,
transfers, certificates, assurances and other instruments as may be necessary or
desirable, or as the Collateral Trustee or the OTS may reasonably request from
time to time in order (i) to carry out more effectively the purposes of this
Agreement, (ii) to subject to the liens and security interests created by the
Cash Collateral Agreement any of the properties, rights or interests of the
Grantor covered or now or hereafter intended to be covered by the Cash
Collateral Agreement, (iii) to perfect and maintain the validity, effectiveness
and priority of the Cash Collateral Agreement and the liens and security
interests intended to be created thereby, (iv) to better assure, convey, grant,
assign, transfer, preserve, protect and confirm unto the Collateral Trustee, the
OTS and the Guaranteed Parties the rights granted or now or hereafter intended
to be granted to the Collateral Trustee, the OTS and the Guaranteed Parties
under the Cash Collateral Agreement or under any other instrument executed in
connection with the Cash Collateral Agreement, and (v) to enable the Collateral
Trustee to exercise and enforce its rights and remedies hereunder and under the
Cash Collateral Agreement with respect to any Cash Collateral; provided,
however, that this Section 5.06 shall not be construed to require the Grantor to
grant any interest in Cash Collateral other than pursuant to this Agreement or
the Cash Collateral Agreement. Without limiting the generality of the foregoing,
the Grantor will take any such action required to be taken by it pursuant to the
Cash Collateral Agreement.

            (b) The Grantor hereby authorizes the Collateral Trustee to file one
or more financing or continuation statements, and amendments thereto, relative
to all or any part of the Cash Collateral without the signature of the Grantor
where permitted by law. A photocopy or other reproduction of this Agreement, the
Cash Collateral Agreement or any financing statement covering the Cash
Collateral or any part thereof shall be sufficient as a financing statement
where permitted by law.

            (c) The Grantor will furnish such information about the Cash
Collateral as the Collateral Trustee may reasonably request from time to time.

                                   ARTICLE VI

                             THE COLLATERAL TRUSTEE

        Section 6.01. Declaration of Trust. The Collateral Trustee, for itself
and its successors, hereby accepts the trusts created by this Agreement upon the
terms and conditions hereof, including those contained in this Article 6.
Further, the Collateral Trustee, for itself and its successors, does hereby
declare that it will hold all of the estate, right, title and interest in the
Collateral Trust Estate and the Cash Collateral Account for the ratable benefit
of the Guaranteed Parties as provided herein.

                                        6
<PAGE>

        Section 6.02. Exculpatory Provisions. (a) The Collateral Trustee shall
not be responsible in any manner whatsoever for the correctness of any recitals,
statements, representations or warranties contained herein or in the Cash
Collateral Agreement, all of which are made solely by the Grantor. The
Collateral Trustee make no representations as to the value or condition of the
Collateral Trust Estate, the Cash Collateral Account or any part thereof, or as
to the title of the Grantor thereto or as to the security afforded by the Cash
Collateral Agreement or this Agreement, or as to the validity, execution (except
its own execution), enforceability, legality or sufficiency of this Agreement,
the Cash Collateral Agreement or the Guaranty, and the Collateral Trustee shall
incur no liability or responsibility in respect of any such matters. The
Collateral Trustee shall not be responsible for insuring the Collateral Trust
Estate, filing financing or continuation statements, or for the payment of
taxes, charges, assessments or liens upon the Collateral Trust Estate or
otherwise as to the maintenance of the Collateral Trust Estate or the Cash
Collateral Account, except that in the event that any Collateral Trustee enters
into possession of a part or all of the Collateral Trust Estate or the Cash
Collateral Account the Collateral Trustee shall preserve the part in its
possession.

            (b) The Collateral Trustee shall not be required to ascertain or
inquire as to the performance by the Grantor of any of the covenants or
agreements contained herein or in the Cash Collateral Agreement or the Guaranty.

        Section 6.03. Delegation of Duties. The Collateral Trustee may execute
any of the trusts or powers hereof and perform any duty hereunder either
directly or by or through agents or attorneys-in-fact (which shall not include
officers and employees of the Grantor or any Affiliate of the Grantor). The
Collateral Trustee shall be entitled to rely upon advice of counsel concerning
all matters pertaining to such trusts, powers and duties. The Collateral Trustee
shall not be responsible for the negligence or misconduct of any agents or
attorneys-in-fact reasonably selected by it in good faith.

        Section 6.04. Reliance by Collateral Trustee. (a) Whenever in the
administration of the trusts of this Agreement the Collateral Trustee shall deem
it necessary or desirable that a matter be proved or established in connection
with the taking, suffering or omitting any action hereunder by the Collateral
Trustee unless otherwise provided herein, such matter (unless other evidence in
respect thereof be herein specifically prescribed) may be deemed to be
conclusively proved or established by a certificate of an Authorized Officer of
the Grantor delivered to the Collateral Trustee and the OTS, and such
certificate shall constitute a full warranty to the Collateral Trustee for any
action taken, suffered or omitted in reliance thereon unless (i) the Collateral
Trustee shall have actual knowledge of an inaccuracy therein or (ii) the OTS
shall provide contrary information with respect to such matter within 30 days of
receipt thereof by the OTS, in which case the Collateral Trustee may
conclusively rely on the information provided by the OTS.

            (b) The Collateral Trustee may consult with independent counsel
(including, without limitation, counsel to or any employee of the Collateral
Trustee, the Grantor or any Affiliate of the Grantor), and any opinion of such
counsel shall be full and complete authorization and protection in respect of
any action taken or suffered by it hereunder in accordance therewith unless the
Collateral Trustee has actual knowledge of a reason to question the validity or
accuracy of such opinion or of any assumptions expressed therein as the basis
for such opinion. The Collateral Trustee shall have the right at any time to
seek instructions concerning the administration of the Collateral Trust Estate
or the Cash Collateral Account from any court of competent jurisdiction.

            (c) The Collateral Trustee may rely, and shall be fully protected in
acting, upon any resolution, statement, certificate, instrument, opinion,
report, notice, request, consent, order, bond or other paper or document which
they reasonably believe to be genuine and to have been signed or presented by
the proper party or parties or, in the case of telecopies and telexes, to have
been sent by the proper party or parties. In the absence of its gross negligence
or willful misconduct, the Collateral Trustee may conclusively rely, as to the
truth of the statements and the correctness of the opinions expressed therein,
upon any notices, certificates or opinions furnished to the Collateral Trustee
that conform to the requirements of this Agreement, the Guaranty or the Cash
Collateral Agreement.

        Section 6.05. Limitations on Duties of the Trustee. (a) The Collateral
Trustee undertakes to perform only the duties expressly set forth herein and no
implied covenant or obligation shall be read into this Agreement against the
Collateral Trustee.

            (b) The Collateral Trustee may exercise the rights and powers
granted to it by this Agreement and the Cash Collateral Agreement, but only
pursuant to the terms of this Agreement, and the Collateral Trustee shall not be
liable with respect to any action taken or omitted by it in accordance with the
direction of the OTS.

            (c) Except as herein otherwise expressly provided, the Collateral
Trustee shall not be under any obligation to take any action which is
discretionary with the Collateral Trustee under the provisions hereof or under
the Cash Collateral Agreement except upon the written request of the OTS and
subject to the provisions of Section 3.03(b) hereof. The Collateral Trustee
shall make available for inspection and copying by the OTS each certificate or
other paper furnished to the Collateral Trustee by the Grantor or by any other
Person, under or in respect of this Agreement, the Cash Collateral Agreement or
any of the Collateral Trust Estate.

                                        7
<PAGE>

        Section 6.06. Moneys to Be Held in Trust. All moneys received by the
Collateral Trustee under or pursuant to any provision of this Agreement or the
Cash Collateral Agreement shall be segregated and held in trust for the purposes
for which they were paid or are held and the Collateral Trustee shall exercise
ordinary care in the handling of any such moneys actually received by it.

        Section 6.07. Resignation and Removal of Collateral Trustee. (a) The
Collateral Trustee may at any time, by giving 30 days' prior written notice to
the Grantor and the OTS, resign and be discharged of its responsibilities hereby
created, such resignation to become effective upon the appointment of a
successor trustee or trustees by the OTS, the acceptance of such appointment by
such successor trustee or trustees and, unless an Event of Default under the
Guaranty has occurred and is continuing, the consent to the appointment of such
successor trustee or trustees by the Grantor. The Collateral Trustee may be
removed at any time (with or without cause) and a successor trustee or trustees
appointed by the OTS, subject to, unless an Event of Default under the Guaranty
has occurred and is continuing, the consent of the Grantor, provided that the
Collateral Trustee shall be entitled to its fees and expenses accrued to the
date of removal. If the Collateral Trustee resigns or is removed as provided in
this Section 6.07 the consent to the appointment of a successor trustee or
trustees shall not be unreasonably withheld and shall be deemed to have been
given if the Grantor shall not have reasonably objected to any proposed
successor trustee or trustees within 10 Business Days of receipt of notice of
the identity thereof from the OTS. If no successor trustee or trustees shall be
appointed and approved within 30 days from the date of the giving of the
aforesaid notice of resignation or within 30 days from the date of such vote for
removal, the Collateral Trustee shall, or the OTS may, apply, at the expense of
the Grantor, to any court of competent jurisdiction to appoint a successor
trustee or trustees to act until such time, if any, as a successor trustee or
trustees shall have been appointed as above provided. Any successor trustee or
trustees so appointed by such court shall immediately and without further act be
superseded by any successor trustee or trustees approved by the Grantor and OTS
as above provided.

            (b) If at any time the Collateral Trustee shall become incapable of
acting, or if at any time a vacancy shall occur in the office of the Collateral
Trustee for any other cause, a successor trustee or trustees shall be appointed
by the OTS, subject to, unless an Event of Default under the Guaranty has
occurred and is continuing, the consent of the Grantor, which consent shall not
be unreasonably withheld, and the powers, duties, authority and title of the
predecessor trustee or trustees terminated and cancelled without procuring the
resignation of such predecessor trustee or trustees, and without any formality
(except as may be required by applicable law) other than appointment and
designation of a successor trustee or trustees in writing, duly acknowledged,
delivered to the predecessor trustee or trustees and the Grantor and filed for
record in each public office, if any, in which this Agreement is required to be
filed.

            (c) The appointment and designation referred to in Section 6.07(b)
shall, after any required filing, be full evidence of the right and authority to
make the same and of all the facts therein recited, and this Agreement shall
vest in such successor trustee or trustees, without any further act, deed or
conveyance, all of the estate and title of its predecessor, and upon such filing
for record the successor trustee or trustees shall become fully vested with all
the estates, properties, rights, powers, trusts, duties, authority and title of
its predecessor; but such predecessor shall, nevertheless, on the written
request of the OTS, the Grantor or its successor trustee or trustees, execute
and deliver an instrument transferring to such successor all the estates,
properties, rights, powers, trusts, duties, authority and title of such
predecessor hereunder and shall deliver all securities and moneys held by it or
them to such successor trustee or trustees. Should any deed, conveyance or other
instrument in writing from the Grantor be required by any successor trustee or
trustees for more fully and certainly vesting in such successor trustee or
trustees the estates, properties, rights, powers, trusts, duties, authority and
title vested or intended to be vested in the predecessor trustee or trustees,
any and all such deeds, conveyances and other instruments in writing shall, on
request of such successor trustee or trustees, be executed, acknowledged and
delivered by the Grantor.

            (d) Any required filing for record of the instrument appointing a
successor trustee or trustees as hereinabove provided shall be at the expense of
the Grantor. The resignation of any trustee or trustees and the instrument
removing any trustee or trustees, together with all other instruments, deeds and
conveyances provided for in this Article 6 shall, if permitted by law, be
forthwith recorded, registered and filed by and at the expense of the Grantor,
wherever this Agreement is recorded, registered and filed.

        Section 6.08. Status of Successors to Trustee. Every successor to the
Collateral Trustee appointed pursuant to Section 6.07 shall be a bank or trust
company in good standing and having power so to act, incorporated under the laws
of the United States or any State thereof or the District of Columbia and having
its principal corporate trust office within the State of Delaware, the State of
New York, or another state acceptable to the OTS, and shall also have capital,
surplus and undivided profits of not less than $100,000,000, if there be such an
institution with such capital, surplus and undivided profits willing, qualified
and able to accept the trust upon reasonable or customary terms.

        Section 6.09. Merger of the Collateral Trustee. Any corporation into
which the Collateral Trustee may be merged, or with which it may be
consolidated, or any corporation resulting from any merger or consolidation to
which the Collateral Trustee shall be a party, shall be the Collateral Trustee
under this Agreement without the execution or filing of any paper or any further
act on the part of the parties hereto.

                                        8
<PAGE>

        Section 6.10. Additional Co-Trustees; Separate Trustees. (a) If at any
time or times it shall be necessary or prudent in order to conform to any law of
any jurisdiction in which any of the Cash Collateral shall be located, or the
Collateral Trustee shall be advised by counsel satisfactory to it that it is so
necessary or prudent in the interest of the Guaranteed Parties, or the OTS shall
in writing so request by notice to the Collateral Trustee and the Grantor, or
the Collateral Trustee shall deem it desirable for its own protection in the
performance of its duties hereunder, or the Grantor shall in writing so request
by notice to the Collateral Trustee with the consent of the OTS, the Collateral
Trustee and the Grantor shall execute and deliver all instruments and agreements
necessary or proper to constitute another bank or trust company, or one or more
persons approved by the Collateral Trustee, the Grantor and the OTS, either to
act as co-trustee or co-trustees of all or any of the Cash Collateral, jointly
with the Collateral Trustee originally named herein or any successor, or to act
as separate trustee of any such property. In the event the Grantor shall not
have joined in the execution of such instruments and agreements within 10 days
after the receipt of a written request from the Collateral Trustee so to do, or
in case an Event of Default under the Guaranty shall have occurred and be
continuing, the Collateral Trustee may act under the foregoing provisions of
this Section 6.10 without the concurrence of the Grantor (but with the
concurrence of the OTS), and the Grantor hereby appoints the Collateral Trustee
as its agent and attorney to act for it under the foregoing provisions of this
Section 6.10 in either of such contingencies.

            (b) Any separate trustee and any co-trustee (other than any trustee
which may be appointed as successor to the Collateral Trustee pursuant to
Section 6.07) shall, to the extent permitted by law, be appointed and act and be
such, subject to the following provisions and conditions, namely:

        (i)     all rights, powers, duties and obligations conferred upon the
    trustees in respect of the custody, control and management of moneys, papers
    or securities shall be exercised solely by the Collateral Trustee originally
    named herein or its successors appointed pursuant to Section 6.07;

        (ii)    all rights, powers, duties and obligations conferred or imposed
    upon the Collateral Trustee hereunder shall be conferred or imposed and
    exercised or performed by the Collateral Trustee and such separate trustee
    or co-trustee, jointly, as shall be provided in the instrument appointing
    such separate trustee or co-trustee, except to the extent that under any law
    of any jurisdiction in which any particular act or acts are to be performed
    the Collateral Trustee shall be incompetent or unqualified to perform such
    act or acts, in which event such rights, powers, duties and obligations
    shall be exercised and performed by such separate trustee or co-trustee;

        (iii)   no power given hereby to, or which it is provided hereby may be
    exercised by, any such co-trustee or separate trustee, shall be exercised
    hereunder by such co-trustee or separate trustee, except jointly with, or
    with the consent in writing of, the Collateral Trustee, anything herein
    contained to the contrary notwithstanding;

        (iv)    no trustee hereunder shall be personally liable by reason of any
    act or omission of any other trustee hereunder; and

        (v)     the Grantor and the Collateral Trustee, at any time, by an
    instrument in writing, executed by them jointly, may accept the resignation
    of or remove any such separate trustee, and in that case, by an instrument
    in writing executed by the Grantor and the Collateral Trustee jointly, may
    appoint a successor (who shall be acceptable to the OTS) to such a separate
    trustee or co-trustee, as the case may be, anything herein contained to the
    contrary notwithstanding. In the event that the Grantor shall not have
    joined in the execution of any such instrument within 10 days after the
    receipt of a written request from the Collateral Trustee so to do, or in
    case an Event of Default under the Guaranty shall have occurred and be
    continuing, the Collateral Trustee shall have the power to accept the
    resignation of or remove any such separate trustee or co-trustee and to
    appoint (with the consent of the OTS) a successor without the concurrence of
    the Grantor and the Grantor hereby appoints the Collateral Trustee its agent
    and attorney to act for it in such connection in either of such
    contingencies. In the event that the Collateral Trustee shall have appointed
    a separate trustee or co-trustee or as above provided, they may at any time,
    by an instrument in writing, accept the resignation of or remove any such
    separate trustee, the successor to any such separate trustee to be appointed
    by the Grantor and the Collateral Trustee, or by the Collateral Trustee
    alone, as hereinbefore provided in this Section 6.10.

        Section 6.11. Trustee Appointed Attorney-in-Fact. The Grantor hereby
irrevocably constitutes and appoints the Collateral Trustee and any officer or
agent thereof, with full power of substitution, as its true and lawful
attorney-in-fact with full power and authority in the name of the Grantor or its
own name and in the place and stead of the Grantor and in the name of the
Grantor, from time to time at the direction of the OTS, to take any action and
to execute any instrument which the same may deem necessary or advisable to
accomplish the purposes of this Agreement, including, without limitation, to
receive, endorse and collect all instruments made payable to the Grantor

                                        9
<PAGE>

representing any dividend, interest payment or other distribution in respect of
the Cash Collateral or any part thereof and to give full discharge for the same.
The Grantor acknowledges and agrees that the foregoing power of attorney is
coupled with an interest and may not be revoked or modified except with the
consent of the Collateral Trustee or as otherwise provided herein.

        Section 6.12. Ordinary Care. The Collateral Trustee shall be deemed to
have exercised ordinary care in the custody and preservation of the Cash
Collateral in its possession if the Cash Collateral is accorded treatment
substantially equal to that which the Collateral Trustee accords its own
property and reasonable care is exercised by the Collateral Trustee in handling
any moneys or securities actually received by it, it being understood that the
Collateral Trustee shall not have any responsibility for (i) ascertaining or
taking action with respect to calls, conversions, exchanges, maturities, tenders
or other matters relative to any Cash Collateral, whether or not the Collateral
Trustee has or is deemed to have knowledge of such matters, or (ii) taking any
necessary steps to preserve rights against any parties with respect to any Cash
Collateral.

                                   ARTICLE VII

                                  MISCELLANEOUS

        Section 7.01. Amendments, Supplements and Waivers. (a) With the written
consent of the OTS and the Collateral Trustee, the Grantor may, from time to
time, enter into written agreements supplemental hereto for the purpose of
adding to or waiving any provision of this Agreement or the Cash Collateral
Agreement or changing in any manner the rights of the Collateral Trustee, the
Guaranteed Parties and the Grantor hereunder or thereunder; provided, however,
that no such supplemental agreement shall amend, modify or waive any provision
of this Section 7.01. Any such supplemental agreement shall be binding upon the
Grantor, the Guaranteed Parties and the Collateral Trustee and their respective
successors. The Collateral Trustee shall not enter into any such supplemental
agreement unless it shall have received a certificate of an Authorized Officer
of the Grantor to the effect that such supplemental agreement will not result in
a breach of any provision or covenant contained in the Guaranty.

            (b) The Collateral Trustee may, from time to time, enter into
amendments to the Cash Collateral Agreement as provided in Section 25 thereof;
provided that the Collateral Trustee shall not, without the prior written
consent of the OTS, enter into any amendment of the Cash Collateral Agreement
that could reasonably be expected to be adverse in any material respect to the
rights and interests of the OTS or the Guaranteed Parties.

        Section 7.02. Additional Actions. Whether or not an Event of Default
under the Guaranty has occurred and is continuing, the Collateral Trustee shall
comply and shall be fully protected in complying with any reasonable request of
the OTS, to take or refrain from taking certain actions with respect to the Cash
Collateral, the Cash Collateral Account or the Guaranteed Parties, provided, in
each case, that the Collateral Trustee shall not take or refrain from taking
such actions if to do so would violate applicable law or the terms of this
Agreement, the Cash Collateral Agreement or the Guaranty or if the Collateral
Trustee shall not be indemnified as provided in Section 5.05(b).

        Section 7.03. Notices. All notices and other communications provided for
hereunder shall be in writing (including telegraphic, telecopy or electronic
communication) and mailed, telegraphed, telecopied or delivered to it:

        (a) If to the Grantor, to its address at 1661 Worthington Road, Suite
    100, West Palm Beach, FL 33401, Attention: Secretary (telecopy no. (561)
    692-8177) or at such other address as shall be designated by it in a written
    notice to the OTS and the Collateral Trustee;

        (b) If to the Collateral Trustee, at 10161 Centurion Parkway,
    Jacksonville, FL, 32256, Attention: Corporate Trust Administration, or at
    such other address as shall be designated by it in a written notice to the
    Grantor and the OTS; and

        (c) If to the OTS, to its address at Harborside Financial Center, Plaza
    Five, Suite 1600, Jersey City, New Jersey 07311, Attention: Regional
    Director (telecopy no. (201) 413-7543), or at such other address as shall be
    designated by it in a written notice to the Grantor and the Collateral
    Trustee.

        All such notices and other communications shall, when mailed,
telegraphed, telecopied, or e-mailed, be effective when deposited in the mails,
delivered to the telegraph company, transmitted by telecopier or sent by
electronic communication, respectively.

        Section 7.04. Headings. Section, subsection and other headings used in
this Agreement are for convenience only and shall not affect the construction of
this Agreement.

                                       10
<PAGE>

        Section 7.05. Severability. Any provision of this Agreement which is
prohibited or unenforceable in any jurisdiction shall not invalidate the
remaining provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction. Delivery by telecopier of an executed counterpart of a
signature page to any amendment or waiver of any provision of this Agreement
shall be effective as delivery of an original executed counterpart thereof.

        Section 7.06. Dealings with the Grantor. Upon any application or demand
by the Grantor to the Collateral Trustee to take or permit any action under any
of the provisions of this Agreement, the Grantor shall (unless otherwise waived
by the Collateral Trustee in writing) furnish to the Collateral Trustee a
certificate signed by an Authorized Officer stating that all conditions
precedent, if any, provided for in this Agreement relating to the proposed
action have been complied with, except that in the case of any such application
or demand as to which the furnishing of such documents is specifically required
by any provision of this Agreement relating to such particular application or
demand, no additional certificate or opinion need be furnished.

        Section 7.07. Third Party Beneficiaries. This Agreement is made for the
benefit of the Guaranteed Parties, and the Guaranteed Parties may from time to
time enforce their rights as explicit beneficiaries hereunder.

        Section 7.08. Binding Effect. This Agreement shall be binding upon and
inure to the benefit of each of the parties hereto and shall inure to the
benefit of the Guaranteed Parties and their respective successors and assigns
and nothing herein or in the Cash Collateral Agreement or the Guaranty is
intended or shall be construed to give any other Person any right, remedy or
claim under, to or in respect of this Agreement, the Cash Collateral Agreement,
the Cash Collateral, the Cash Collateral Account or the Collateral Trust Estate
or any part thereof.

        Section 7.09. Governing Law. This Agreement shall be governed by, and
construed in accordance with, the laws of the State of New York.

        Section 7.10. Effectiveness. This Agreement shall become effective on
the execution and delivery hereof and shall remain in effect so long as the
Collateral Trustee shall have any obligations hereunder.

        Section 7.11. Effect on Guaranty. Nothing in this Agreement shall
operate or be deemed to prevent any amendment, modification or waiver of the
Guaranty by the parties thereto in accordance with the terms thereof.

        Section 7.12. Counterparts. This Agreement may be executed in separate
counterparts, each of which shall be an original and all of which taken together
shall constitute one and the same instrument.

                [Remainder of this page intentionally left blank]

                                       11
<PAGE>

        IN WITNESS WHEREOF, the parties hereto have executed this Agreement or
caused this Agreement to be duly executed by their respective officers thereunto
duly authorized as of the day and year first above written.

                                            OCWEN FINANCIAL CORPORATION

                                            By:    /s/ WILLIAM C. ERBEY
                                                   -----------------------------
                                            Title: Chairman and CEO


                                            THE BANK OF NEW YORK TRUST
                                            COMPANY, N.A., as Collateral Trustee

                                            By:    /s/ CRAIG A. KAYE
                                                   -----------------------------
                                            Title: Assistant Vice President

                                       12
<PAGE>

                                                                       Exhibit A
                                                                          to the
                                                      Collateral Trust Agreement

                                    GUARANTY

<PAGE>

                                                                       Exhibit B
                                                                          to the
                                                      Collateral Trust Agreement

                          FORM OF CERTIFICATE OF DEMAND

The Bank of New York Trust Company, N.A.,
  as Collateral Trustee under the
  Collateral Trust Agreement
  referred to below
10161 Centurion Parkway
Jacksonville, FL  32256
Attention:  Corporate Trust Administration

Ocwen Financial Corporation
1661 Worthington Road, Suite 100
West Palm Beach, FL  33401
Attention:  Secretary

Date:

        The undersigned (the "Guaranteed Party") hereby certifies, pursuant to
the Collateral Trust Agreement dated June 28, 2005 (the "Collateral Trust
Agreement") by and between Ocwen Financial Corporation ("Ocwen"), as Grantor,
and The Bank of New York Trust Company, N.A., as Collateral Trustee (the
"Collateral Trustee"), as follows:

        1.      The undersigned has a claim for the present payment of money
(the "Claim") in respect of obligations guaranteed by Ocwen pursuant to the
Guaranty dated as of June 28, 2005 (the "Guaranty"). A description of the Claim
is attached hereto.

        2.      The Claim, the full amount of which is $__________, [has been
reduced to judgment [and enforcement thereof has not been effectively stayed]
and] is otherwise due and payable. A true and correct copy of the [judgment]
[invoice] [etc.] evidencing the Claim is attached hereto.

        3.      The undersigned has made written demands for payment (true and
correct copies of which are attached hereto) upon (a) the primary obligor with
respect to the Claim and (b) Ocwen, under the Guaranty (collectively, the
"Demands for Payment"). Not less than five business days have elapsed since the
date of each such Demand for Payment.

        4.      As of the date hereof, (a) the primary obligor has [paid to the
Guaranteed Party the amount of $__________] [made no payment whatsoever] and (b)
Ocwen has [paid to the Guaranteed Party the amount of $__________] [made no
payment whatsoever], in each case, in respect of the Demands for Payment
attached hereto.

        5.      The unsatisfied amount currently due and payable with respect to
such Demands for Payment is $__________. Pursuant to the terms of the Collateral
Trust Agreement, the undersigned hereby requests that the Collateral Trustee pay
such amount to the following account:

                           ______________________
                           ______________________
                           ______________________

                                                    By
                                                          ----------------------
                                                    Name: