Joinder and Amendment Agreement among Ocwen Financial Corporation, Ocwen Loan Servicing, LLC, as borrower, Barclays Bank PLC as administrative agent, and the other parties thereto, dated as of March 18, 2019

JOINDER AND AMENDMENT AGREEMENT

THIS JOINDER AND AMENDMENT AGREEMENT, dated as of March 18, 2019 (this “Agreement”), is by and among Barclays Bank PLC (the “New Term Loan Lender”), OCWEN LOAN SERVICING, LLC, a Delaware limited liability company (the “Borrower”), OCWEN FINANCIAL CORPORATION, a Florida corporation (“Parent”), certain Subsidiaries of Parent, as Subsidiary Guarantors, the other Lenders party hereto and BARCLAYS BANK PLC, as Administrative Agent.

RECITALS:

WHEREAS, reference is hereby made to the Amended and Restated Senior Secured Term Loan Facility Agreement, dated as of December 5, 2016 (as it may be amended, supplemented or otherwise modified, the “Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among the Borrower, Parent, the Subsidiary Guarantors, the Lenders party thereto from time to time, and Barclays Bank PLC, as Administrative Agent and Collateral Agent;

WHEREAS, subject to the terms and conditions of the Credit Agreement, the Borrower may provide an increase to the Restatement Effective Date Term Loans or New Term Loan Commitments (which may be in the form of a new Series of New Term Loans or an increase to the amount of Restatement Effective Date Term Loans or any then outstanding series of New Term Loans, such new term loan commitments or increase, the “New Term Loan Commitments”) by entering into one or more Joinder Agreements with the New Term Loan Lenders, as applicable.

WHEREAS, 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 Agreement;

WHEREAS, Barclays Bank PLC and JPMorgan Chase Bank, N.A. are acting as joint lead arrangers and joint bookrunners in connection with the New Term Loans (the “Lead Arrangers”);

NOW, THEREFORE, in consideration of the premises and agreements, provisions and covenants herein contained, the parties hereto agree as follows:

The New Term Loan Lender hereby agrees to commit to provide its Commitment as set forth on Schedule A annexed hereto, on the terms and subject to the conditions set forth below:

The New Term Loan Lender (i) confirms that it has received a copy of the Credit Agreement and the other Loan Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement; (ii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender or Agent and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement; (iii) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent, by the terms thereof, together with such powers as are reasonably incidental thereto; and (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender.

Each New Term Loan Lender and the Borrower agree that the New Term Loans will be an increase to the Restatement Effective Date Term Loans and, when funded, will constitute Restatement Effective Date Term Loans for all purposes of the Credit Agreement.

Each Lender hereby agrees to make its Commitment on the following terms and conditions:

(a) The definition of “Borrower” in Section 1.01 of the Credit Agreement is hereby replaced in its entirety with the following:

“Borrower” means OLS (as defined in the preamble hereto) and any Successor Borrower (as defined in Section 6.08).

(b) Section 6.08(j) of the Credit Agreement is hereby replaced in its entirety with the following:

(j) the Borrower may (in one or a series of transactions) consolidate with or merge with or into, or convey, transfer or lease all or substantially all its assets to, the Parent, or any Subsidiary of Parent (or effect the foregoing through a reorganization or other restructuring involving one or more Subsidiaries of Parent) that is, in each case, a Wholly-Owned Subsidiary, is validly existing under the laws of the United States of America or any jurisdiction thereof, so long as:

(A) the resulting, surviving or transferee Person (the “Successor Borrower”) (x) is (or will be) licensed to perform servicing of mortgage loans and (y) will expressly assume all the obligations of the Borrower under this Agreement and the other Loan Documents;

(B) immediately after giving effect to such transaction, no Default or Event of Default would exist that shall not have been cured or waived;

(C) each Loan Party (unless it is the other party to the transactions above, in which case clause (A) shall apply) shall have by supplement to this Agreement (or by a reaffirmation agreement, which may be omnibus) confirmed that its guarantee and grant of security interests shall apply to such Person’s obligations in respect of the Loan Documents;

(D) to the extent necessary, an amendment or consent to the existing Acknowledgement Agreements have been obtained;

(E) the Borrower shall have delivered to the Administrative Agent (i) notice of such merger, conveyance, transfer or lease at least 20 days prior to such event and (ii) satisfactory “know your customer” documentation at least 10 days prior to such event to the extent reasonably requested in writing at least 15 days prior to the effectiveness of such merger, conveyance, transfer or lease;

(F) to the extent the Successor Borrower was not a Loan Party immediately prior to becoming the Successor Borrower, such Person shall have delivered to the Administrative Agent and Collateral Agent (i) a Counterpart Agreement with such changes as may be requested by or acceptable to the Administrative Agent, (ii) a Pledge Supplement to the Security Agreement or such other agreements, documents and instruments as the Administrative Agent may reasonably request in order to grant and perfect a First Priority Lien in favor of the Collateral Agent in substantially all assets of such Person (other than any assets excluded pursuant to Section 2.2 of the Security Agreement) and (iii) all such documents, instruments, agreements, and certificates as are similar to those described in Sections 3.01(b), (f) and (g), in each case, in form and substance reasonably acceptable to the Administrative Agent; and

(G) the Parent shall have delivered to the Administrative Agent a certificate of an Authorized Officer of Parent certifying compliance with the provisions of this clause (j).

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IN WITNESS WHEREOF, each of the undersigned has caused its duly authorized officer to execute and deliver this Agreement as of March 18, 2019.

Consented to by:

EXHIBIT A

CONSENT TO JOINDER AND AMENDMENT

CONSENT (this “Consent”) to the Joinder and Amendment Agreement (the “Agreement”), by and among Ocwen Loan Servicing, LLC, a Delaware limited liability company, Ocwen Financial Corporation, a Florida corporation (“Parent”), certain subsidiaries of Parent, as subsidiary guarantors, Barclays Bank PLC, as Administrative Agent and the other parties thereto.

The undersigned Lender hereby irrevocably approves of and consents to the amendments set forth in Sections 9 and 10 of the Agreement.

SCHEDULE A TO
JOINDER AGREEMENT

SCHEDULE 2.09
Amortization Schedule