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Title: |
Collateral Trust Agreement |
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Entities: |
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Date: |
2005 |
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Size: |
Preview shows 7KB of 70KB total |
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Price: |
$52 |
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ID: |
#756482 |
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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
-------------------------------------------------------------------------------------- ----
{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}
{PAGE}
{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
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