AMENDMENTNO. 3 TO SENIOR SECURED TERM LOAN FACILITY AGREEMENT

Exhibit 10.1

AMENDMENT NO. 3 TO SENIOR SECURED TERM LOAN FACILITY AGREEMENT

               AMENDMENT NO. 3 TO SENIOR SECURED TERM LOAN FACILITY AGREEMENT, dated as of April 17, 2015 (this “Amendment”), is made with reference to that certain Senior Secured Term Loan Facility Agreement dated as of February 15, 2013 by and among Ocwen Loan Servicing, LLC, a Delaware limited liability company (the “Borrower”), Ocwen Financial Corporation, a Florida corporation (the “Parent”), certain subsidiaries of the Parent (the “Subsidiary Guarantors”), the Lenders party thereto, and Barclays Bank PLC, as Administrative Agent (in such capacity, the “Administrative Agent”) and Collateral Agent (in such capacity, the “Collateral Agent”) (as amended by Amendment No. 1 to Senior Secured Term Loan Facility Agreement and Amendment No. 1 to Pledge and Security Agreement, dated as of September 23, 2013, as further amended by Amendment No. 2 to Senior Secured Term Loan Facility Agreement, dated as of March 2, 2015, the “Credit Agreement”). Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Credit Agreement.

RECITALS

               The Borrower has requested that the Required Lenders and the Administrative Agent agree to amend certain provisions of the Credit Agreement, in accordance with the requirements of Section 10.05 of the Credit Agreement, and the Required Lenders and the Administrative Agent are willing to so agree subject to the terms and conditions contained in this Amendment.

               Subject to the terms and conditions set forth herein, on the Amendment No. 3 Effective Date (as defined below), each Lender delivering an executed signature page to this Amendment to the Administrative Agent at or prior to 5:00 p.m., New York City time, on April 17, 2015 (each a “Consenting Lender”) has consented to this Amendment and the amendments set forth herein.

               Accordingly, in consideration of the Recitals and the covenants, conditions and agreements hereinafter set forth, the receipt and adequacy of which are hereby acknowledged, the Borrower, the Required Lenders and the Administrative Agent hereby agree as follows:

               1.            Amendments to the Credit Agreement.

                              (a)               Section 1.01 of the Credit Agreement is hereby amended by adding the following definition in the appropriate alphabetical order:

                                                  “Amendment No. 3 Effective Date” means April 20, 2015.

                              (b)               The definition of “Consolidated Excess Cash Flow” in Section 1.01 of the Credit Agreement is hereby amended by replacing the phrase “non-operating and” appearing in clause (ii)(a)(4) thereof with “non-operating and/or” and inserting the following at the end of clause (ii)(a)(4) thereof “(and, for the avoidance of doubt, the $150,000,000 payment made to the New York Department of Financial Services in December 2014 is a non-recurring item for purposes of this clause (4))”.

                              (c)               The definition of “Consolidated Net Income” in Section 1.01 of the Credit Agreement is hereby amended by replacing the phrase “non-operating and” appearing in clause (ii)(e) thereof with “non-operating and/or” and inserting the following at the end of clause (ii)(e) thereof “(and, for the avoidance of doubt, the $150,000,000 payment made to the New York Department of Financial Services in December 2014 is a non-recurring item for purposes of this clause (e))”.

                              (d)               Section 5.01(c) of the Credit Agreement is hereby amended by replacing the phrase “which report and/or the accompanying financial statements shall be unqualified as to going concern and scope of audit” appearing in clause (ii) thereof with “which report and/or the accompanying financial statements shall be, except for, with respect to going concern, the fiscal year ending on December 31, 2014, unqualified as to going concern and scope of audit”.

                              (e)               Section 5.01(c) of the Credit Agreement is hereby further amended by replacing the proviso at the end of such Section with the following:

                              (f)               Each party hereto hereby acknowledges and agrees that if any delay in the filing by the Parent of its Annual Report on Form 10-K with the SEC with respect to the fiscal year ending on December 31, 2014 results in or causes any default or breach under the Credit Agreement or any other Loan Documents (other than any Event of Default under Section 8.01(e) of the Credit Agreement that continues for more than 5 days), no such breach or default shall constitute a Default or Event of Default under the Credit Agreement so long as the Parent files such Annual Report on or prior to May 29, 2015.

               2.            [Reserved].

               3.            Conditions. Section 1 of this Amendment shall become effective as of the Amendment No. 3 Effective Date (provided that the amendments in Sections 1(b) and 1(c) of this Amendment to the definitions of “Consolidated Excess Cash Flow” and “Consolidated Net Income” shall become effective as of December 31, 2014) when, and only when:

                              (a)               the Administrative Agent (or its counsel) shall have received from the Required Lenders, the Borrower and the Loan Parties either (i) a counterpart of this Amendment signed on behalf of such Person or (ii) written evidence satisfactory to the Administrative Agent (which may include facsimile or pdf transmission of a signed signature page of this Amendment) that such Person has signed a counterpart of this Amendment;

                              (b)               the Administrative Agent shall have received a certificate of an Authorized Officer of the Parent certifying that immediately before and after giving effect to this Amendment, (i) no Default or Event of Default shall have occurred and be continuing and (ii) the representations and warranties (x) of each Loan Party set forth in the Loan Documents and (y) in Section 4 of this Amendment, in each case, are true and correct in all material respects as of the Amendment No. 3 Effective Date (or in the case of Section 4.24 of the Credit Agreement with respect to Schedules 1.01(e)(A) and 1.01(e)(B), as of the date of the most recent delivery prior to the Amendment No. 3 Effective Date of updated Schedules 1.01(e)(A) and 1.01(e)(B) pursuant to Section 5.01(m) of the Credit Agreement); it being understood that, to the extent that any such representation and warranty specifically refers to an earlier date, it shall be true and correct in all material respects as of such earlier date and any such representation and warranty that is qualified as to “materiality,” “material adverse effect” or similar language shall be true and correct in all respects (after giving effect to any such qualification therein); and

                              (c)               the Borrower shall have paid to the Administrative Agent (x) all fees in the amounts previously agreed in writing and in accordance with Section 6 below to be paid on the Amendment No. 3 Effective Date, (y) all costs and expenses of the Administrative Agent (including, without limitation the fees, charges and disbursements of Cahill Gordon & Reindel LLP, counsel for the Administrative Agent) and (z) for the ratable account of each Consenting Lender, an amount equal to 0.50% of the outstanding principal amount of such Consenting Lender’s Loans on the Amendment No. 3 Effective Date.

               The effectiveness of this Amendment (other than Sections 7, 8 and 9 hereof) is conditioned upon the accuracy of the representations and warranties set forth in Section 4 hereof.

               4.            Representations and Warranties. In order to induce the Lenders party hereto to enter into this Amendment, the Parent and each other Loan Party hereby represents and warrants to the Administrative Agent and each Lender as follows:

                              (a)               This Amendment has been duly authorized, executed and delivered by the Loan Parties and constitutes the legal, valid and binding obligations of each of the Loan Parties enforceable against each of the Loan Parties in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law;

                              (b)               On and as of the Amendment No. 3 Effective Date (before and after giving effect to this Amendment), each of the representations and warranties made by the Parent and any other Loan Party contained in Article IV of the Credit Agreement and each other Loan Document is true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects on and as of the Amendment No. 3 Effective Date (before and after giving effect to this Amendment), as if made on and as of such date and except to the extent that such representations and warranties specifically relate to an earlier date); and

                              (c)               No Default or Event of Default has occurred and is continuing.

               5.            Credit Agreement. The Credit Agreement and the other Loan Documents shall in all other respects remain in full force and effect, and no amendment, consent, waiver, or other modification herein in respect of any term or condition of any Loan Document shall be deemed to be an amendment, consent, waiver, or other modification in respect of any other term or condition of any Loan Document. Each Loan Party hereby expressly acknowledges the terms of this Amendment and reaffirms, as of the date hereof, (i) the covenants and agreements contained in each Loan Document to which it is a party, including, in each case, such covenants and agreements as in effect immediately after giving effect to this Amendment and the transactions contemplated hereby and (ii) its guarantee of the Obligations under the Guaranty, as applicable, and its grant of Liens on the Collateral to secure the Obligations pursuant to the Security Documents.

               6.            Fees and Expenses. The Borrower agrees to pay all reasonable costs and expenses of the Administrative Agent in connection with the preparation, execution and delivery of this Amendment (including, without limitation, the reasonable and documented fees and expenses of Cahill Gordon & Reindel LLP), if any, in accordance with the terms of Section 10.02 of the Credit Agreement.

               7.            Counterparts. This Amendment may be executed in counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Amendment by facsimile or pdf or other electronic transmission shall be effective as delivery of a manually executed counterpart of this Amendment.

               8.            Loan Document. This Amendment shall constitute a Loan Document for all purposes under the Credit Agreement.

               9.            Governing Law. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

               10.          Severability. Any term or provision of this Amendment which is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms and provisions of this Amendment or affecting the validity or enforceability of any of the terms or provisions of this Amendment in any other jurisdiction. If any provision of this Amendment is so broad as to be unenforceable, the provision shall be interpreted to be only so broad as would be enforceable.

               11.          Headings. The Section headings used herein are for convenience of reference only, are not part of this Amendment and are not to affect the construction of, or to be taken into consideration in interpreting, this Amendment.

[SIGNATURE PAGES FOLLOW]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their proper and duly authorized officers as of the day and year first above written.

ACKNOWLEDGED AND AGREED TO BY: