0001019056-12-000566 Sample Contracts

MASTER SUBSERVICING AGREEMENT, dated as of February 10, 2012 between HLSS HOLDINGS, LLC, as Servicer and OCWEN LOAN SERVICING, LLC, as Subservicer
Master Subservicing Agreement • May 4th, 2012 • Ocwen Financial Corp • Mortgage bankers & loan correspondents • New York

This MASTER SUBSERVICING AGREEMENT, dated as of February 10, 2012, is by and between HLSS HOLDINGS, LLC, a Delaware limited liability company (“Servicer”), and OCWEN LOAN SERVICING, LLC, a Delaware limited liability company (“Ocwen”).

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MASTER SERVICING RIGHTS PURCHASE AGREEMENT dated as of February 10, 2012 between OCWEN LOAN SERVICING, LLC, as Seller, and HLSS HOLDINGS, LLC, as Purchaser
Master Servicing Rights Purchase Agreement • May 4th, 2012 • Ocwen Financial Corp • Mortgage bankers & loan correspondents • New York

THIS MASTER SERVICING RIGHTS PURCHASE AGREEMENT, dated as of February 10, 2012 (this “Agreement”) is by and between Ocwen Loan Servicing, LLC, a Delaware limited liability company (“Seller”) and HLSS Holdings, LLC, a Delaware limited liability company (“Purchaser”).

Contract
Professional Services Agreement • May 4th, 2012 • Ocwen Financial Corp • Mortgage bankers & loan correspondents • New York

PROFESSIONAL SERVICES AGREEMENT, dated as of February 10, 2012, but effective as of the Effective Date defined below, between HLSS Management, LLC (“HLSS”) and Ocwen Financial Corporation, a Florida corporation together with its subsidiaries and affiliates (“OCWEN”).

SALE SUPPLEMENT dated as of February 10, 2012 between OCWEN LOAN SERVICING, LLC, as Seller, and HLSS HOLDINGS, LLC, as Purchaser
Pooling and Servicing Agreement • May 4th, 2012 • Ocwen Financial Corp • Mortgage bankers & loan correspondents

This Sale Supplement, dated as of February 10, 2012 (this “Sale Supplement”), is between Ocwen Loan Servicing, LLC, a Delaware limited liability company (“Seller”), and HLSS Holdings, LLC, a Delaware limited liability company (“Purchaser”):

SUBSERVICING SUPPLEMENT dated as of February 10, 2012 between OCWEN LOAN SERVICING, LLC and HLSS HOLDINGS, LLC
Pooling and Servicing Agreement • May 4th, 2012 • Ocwen Financial Corp • Mortgage bankers & loan correspondents

This SUBSERVICING SUPPLEMENT, dated as of February 10, 2012 (this “Subservicing Supplement”), is by and between HLSS HOLDINGS, LLC, a Delaware limited liability company (“Servicer”), and OCWEN LOAN SERVICING, LLC, a Delaware limited liability company (“Ocwen”).

AMENDED AND RESTATED PURCHASE AGREEMENT BY AND AMONG MORGAN STANLEY (solely for purposes of Article 5, Section 7.4, Article 11 and Article 12), SCI SERVICES, INC., SAXON MORTGAGE SERVICES, INC., MORGAN STANLEY MORTGAGE CAPITAL HOLDINGS LLC, OCWEN...
Amended and Restated Purchase Agreement • May 4th, 2012 • Ocwen Financial Corp • Mortgage bankers & loan correspondents • New York

This AMENDED AND RESTATED PURCHASE AGREEMENT (this “Agreement”), dated as of March 18, 2012, is made by and among SCI Services, Inc., a Virginia corporation (the “Company”), Saxon Mortgage Services, Inc., a Texas corporation (“Seller”), Morgan Stanley Mortgage Capital Holdings LLC, a New York limited liability company (“Parent”), solely for the purposes of Article 5, Section 7.4, Article 11 and Article 12, Morgan Stanley, a Delaware corporation (“Morgan Stanley”), Ocwen Loan Servicing, LLC, a Delaware limited liability company (“Buyer”), and solely for the purposes of Section 6.11, Section 6.12, Section 7.4, Section 7.8, Section 7.14, Section 10.2(b), Article 11 and Article 12, Ocwen Financial Corporation, a Florida corporation (“OFC”). The Company, Seller, Parent and Buyer shall be referred to herein from time to time collectively as the “Parties.” Capitalized terms used but not otherwise defined herein have the meanings set forth in Section 1.1.

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