0001493152-18-014073 Sample Contracts

COUNTERPART AGREEMENT
Counterpart Agreement • October 4th, 2018 • Ocwen Financial Corp • Mortgage bankers & loan correspondents • New York

This COUNTERPART AGREEMENT, dated as of October 4, 2018 (this “Counterpart Agreement”) is delivered pursuant to that certain 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 OCWEN LOAN SERVICING, LLC, as the Borrower, OCWEN FINANCIAL CORPORATION, as Parent, certain Subsidiaries of Parent, as Subsidiary Guarantors, the Lenders party thereto from time to time, and BARCLAYS BANK PLC, as Administrative Agent and Collateral Agent.

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Supplemental Indenture
Supplemental Indenture • October 4th, 2018 • Ocwen Financial Corp • Mortgage bankers & loan correspondents • New York

Supplemental Indenture, (this “Supplemental Indenture”), dated as of October 4, 2018, among PHH Corporation, a Maryland corporation (“PHH Corp.”), and PHH Mortgage Corporation, a New Jersey corporation (“PHH Mortgage Corp.” and together with PHH Corp., the “Guaranteeing Subsidiaries,” and each individually, a “Guaranteeing Subsidiary”), each a subsidiary of Ocwen Financial Corporation, a Florida corporation (the “Parent”), and Wilmington Trust, National Association, as trustee (the “Trustee”) and Collateral Trustee (the “Collateral Trustee”).

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