0001019056-10-000990 Sample Contracts

SENIOR SECURED TERM LOAN FACILITY AGREEMENT
Senior Secured Term Loan Facility Agreement • August 4th, 2010 • Ocwen Financial Corp • Mortgage bankers & loan correspondents • New York

This SENIOR SECURED TERM LOAN FACILITY AGREEMENT, dated as of July 29, 2010, is entered into by and among OCWEN FINANCIAL CORPORATION, a Florida corporation (the “Borrower”), CERTAIN SUBSIDIARIES OF OCWEN FINANCIAL CORPORATION, as Subsidiary Guarantors, the Lenders party hereto from time to time, and BARCLAYS BANK PLC (“Barclays Bank”), as Administrative Agent (together with its permitted successors in such capacity, the “Administrative Agent”) and as Collateral Agent (together with its permitted successors in such capacity, the “Collateral Agent”).

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PLEDGE AND SECURITY AGREEMENT dated as of July 29, 2010 between EACH OF THE GRANTORS PARTY HERETO and BARCLAYS BANK PLC, as Collateral Agent
Pledge and Security Agreement • August 4th, 2010 • Ocwen Financial Corp • Mortgage bankers & loan correspondents • New York

This PLEDGE AND SECURITY AGREEMENT, dated as of July 29, 2010 (this “Agreement”), between Ocwen Financial Corporation (the “Borrower”), Ocwen Loan Servicing, LLC (“OLS”) and each of the other subsidiaries of the Borrower party hereto from time to time, whether as an original signatory hereto or as an Additional Grantor (as herein defined) (other than the Collateral Agent, each, a “Grantor”), and Barclays Bank PLC, as collateral agent for the Secured Parties (as herein defined) (in such capacity as collateral agent, together with its successors and permitted assigns, the “Collateral Agent”).

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