AMENDMENT TO SALE SUPPLEMENT

Exhibit 10.4

EXECUTION COPY

AMENDMENT

TO SALE SUPPLEMENT

This Amendment (the “Amendment”), dated as of September 30, 2013, between Ocwen Loan Servicing, LLC, a Delaware limited liability company (“Seller”), HLSS Holdings, LLC, a Delaware limited liability company (“Holdings”) and Home Loan Servicing Solutions, Ltd. (“HLSS” and, together with Holdings, the “Purchasers”):

WITNESSETH:

WHEREAS, Seller and Holdings entered into that certain Master Servicing Rights Purchase Agreement, dated as of February 10, 2012 (as amended, supplemented and modified from time to time, the “Original Agreement”), with respect to the sale by Seller and the purchase by Holdings of certain Rights to MSRs, Servicing Rights and other assets;

WHEREAS, Seller and Holdings terminated the Original Agreement pursuant to certain Master Servicing Rights Purchase Agreement, dated as of October 1, 2012 (as amended, supplemented and modified from time to time, the “Agreement”), which also provided for the sale by Seller and the purchase by Holdings of certain Rights to MSRs, Servicing Rights and other assets;

WHEREAS, Seller and Holdings entered into that certain Sale Supplement dated as of July 1, 2013 (collectively, as amended, supplemented and modified from time to time, the “Sale Supplement”); and

WHEREAS, Seller and Purchasers desire to amend the Sale Supplement to make amend certain definitions and schedules thereto;

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and in consideration of the mutual covenants herein contained, the parties hereto hereby agree as follows:

RECITALS

Section 1.           Amendment of Sale Supplement. The Sale Supplement shall be deemed amended as follows:

(a)           In the definition of Excess Servicing Fees, “9.0 annualized basis points” in clause (i) therein shall be deleted in its entirety and replaced with “10.5 annualized basis points”.

(b)           Each of Schedule I, Schedule III, Schedule IV, and Schedule V of the Sale Supplement is hereby amended by deleting such Schedule in its entirety and inserting Schedules I, III, IV and V hereto, respectively. 

(c)           Each of these amendments shall be deemed effective as of July 1, 2013.

Section 2.           Limited Effect. Except as expressly amended and modified by this Amendment, the Agreement and the Sale Supplement shall continue to be, and shall remain, in full force and effect in accordance with their terms.

Section 3.           Counterparts. This Amendment may be executed by each of the parties hereto on any number of separate counterparts, each of which shall be an original and all of which taken together shall constitute one and the same instrument.

Section 4.           GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS (OTHER THAN SECTION 5-1401 AND SECTION 5-1402 OF THE GENERAL OBLIGATIONS LAW) AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER AND THEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

Section 5.           Definitions. Capitalized terms used but not defined herein have the meaning set forth in the Agreement.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed and delivered by its respective officer thereunto duly authorized as of the date above written. 

SCHEDULE I

SERVICING AGREEMENTS

SCHEDULE III

RETAINED SERVICING FEE PERCENTAGE

¹ Starting with July 2013.

¹ Starting with July 2013.

SCHEDULE V

VALUATION PERCENTAGE